APARTMENT INVESTMENT & MANAGEMENT CO
8-K/A, 1997-06-27
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                      ----------

                                       FORM 8-K/A

                                    AMENDMENT NO. 1

                                    CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported)      JUNE 3, 1997
                                                        ----------------------



                     APARTMENT INVESTMENT AND MANAGEMENT COMPANY
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)


           MARYLAND                    1-13232                 84-1259577
- --------------------------------     ------------          -------------------
(State or other jurisdiction of      (Commission           (I.R.S. Employer
 incorporation or organization)      File Number)          Identification No.)



1873 SOUTH BELLAIRE STREET, SUITE 1700, DENVER, CO             80222-4348
- --------------------------------------------------         -------------------
    (Address of principal executive offices)                   (Zip Code)



       Registrant's telephone number, including area code    (303) 757-8101
                                                          --------------------

                                    NOT APPLICABLE
            --------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS

Acquisition of NHP Real Estate Companies

         On June 3, 1997, Apartment Investment and Management Company, a
Maryland corporation ("AIMCO" and, together with its subsidiaries and other
controlled entities, the "Company"), acquired all of the issued and outstanding
capital stock of NHP Partners, Inc., a Delaware corporation ("NHP Partners,
Inc."), and the Company acquired all of the outstanding partnership interests in
NHP Partners Two Limited Partnership, a Delaware limited partnership ("NHP
Partners Two LP" and, together with NHP Partners, Inc. and their subsidiaries,
the "NHP Real Estate Companies").

         The Company acquired the NHP Partners, Inc. capital stock from NHP 
Partners Limited Partnership, a Delaware limited partnership which is owned 
by Demeter Holdings Corporation, a Massachusetts corporation ("Demeter"), 
Capricorn Investors, L.P., a Delaware limited partnership ("Capricorn"), and 
J. Roderick Heller, III.  The Company acquired the interests in NHP Partners 
Two LP from Phemus Corporation, a Massachusetts corporation ("Phemus"), 
Capricorn, Mr. Heller and NHP Partners Two LLC, a Delaware limited liability 
company ("NHP Partners Two LLC") which is owned by Phemus, Capricorn and Mr. 
Heller.  As consideration, the Company paid $54.8 million in cash and issued 
warrants to purchase 399,999 shares of AIMCO's Class A Common Stock, par 
value $.01 per share, at an exercise price of $36 per share.  The Company 
financed the cash consideration with borrowings under its revolving credit 
facility (the "Credit Facility") with Bank of America National Trust and Savings
Association.

         The acquisition of the NHP Real Estate Companies was made pursuant 
to a Real Estate Acquisition Agreement, dated as of May 22, 1997 (the "Real 
Estate Agreement"), by and among AIMCO, AIMCO Properties, L.P., a Delaware 
limited partnership (the "Operating Partnership"), Demeter, Phemus, 
Capricorn, Mr. Heller and NHP Partners Two LLC.  The purchase price and other 
terms of the Real Estate Agreement were determined based on negotiations 
among AIMCO, Demeter, Phemus, Capricorn and Mr. Heller.  A copy of the Real 
Estate Agreement is filed herewith as Exhibit 2.1 and incorporated herein by 
this reference.

         NHP Partners, Inc. owns the National Corporation for Housing 
Partnerships, a District of Columbia corporation ("NCHP"), and NHP Partners, 
Inc. and NHP Partners Two LP own The National Housing Partnership, a District 
of Columbia limited partnership (the "NHP Partnership"). NCHP and the NHP 
Partnership were organized by Congress in 1970 as private, for-profit 
entities pursuant to Title IX of the Housing and Urban Development Act of 
1968, to promote private investment in the production of low and moderate 
income (affordable) housing.  NCHP acts as the general partner of the NHP 
Partnership.  Through NCHP, the NHP Partnership and other subsidiar-

                                          1
<PAGE>

ies, the NHP Real Estate Companies hold interests in partnerships that own 
approximately 540 conventional and affordable multifamily apartment 
properties, which contain approximately 86,387 apartment units, as well as a 
captive insurance subsidiary and other related assets.

         A majority of the properties in which the NHP Real Estate Companies 
own interests are managed by NHP Incorporated, a Delaware corporation 
("NHP"). On May 5, 1997, AIMCO/NHP Holdings, Inc., a Delaware corporation and 
a subsidiary of AIMCO, acquired approximately 51% of the outstanding common 
stock of NHP from Demeter, Capricorn and certain Capricorn partners.  AIMCO 
and NHP have previously announced an agreement pursuant to which a wholly 
owned subsidiary of AIMCO would be merged with and into NHP.  The merger is 
subject to the approval of shareholders of NHP and AIMCO, as well as certain 
other conditions.  Mr. Heller is the Chairman of the Board, President and 
Chief Executive Officer of NHP, and three executive officers of AIMCO 
currently serve as directors of NHP.  The Company's acquisition of the NHP 
Real Estate Companies was approved by a committee of independent directors of 
NHP.

         On June 6, 1997, AIMCO issued a press release describing the terms 
of the acquisition of the NHP Real Estate Companies.  The press release is 
filed herewith as Exhibit 99.1 and incorporated herein by this reference.

Acquisition of Apartment Properties

         On June 6, 1997, the Company acquired The Vinings at the Waterways, a
180-unit apartment community located in Aventura, Florida, for $16.4 million
(including $0.4 million for closing costs and initial capital expenditures at
the property).  The Company financed a portion of the purchase price with a
short term loan of $8 million from Amresco, Inc., and the remainder with
additional borrowings under the Credit Facility.

         On June 12, 1997, the Company acquired two apartment communities 
located in Tustin, California for $9.3 million in cash (including $1.9 
million for closing costs and initial capital expenditures at the property)  
and 315,419 units ("OP Units") of limited partnership interest in the 
Operating Partnership.  The Californian Apartments contains 92 apartment 
units and Tustin East Village contains 200 apartment units.  The two 
apartment communities are operated as one complex, together with the 
Brookside Apartments which the Company acquired in April 1996. The Company 
financed the cash portion of the purchase price with borrowings under its 
Credit Facility.  On the same date, the Company also acquired from the same 
sellers a 45,000 sq. ft. retail shopping center, which is adjacent to the two 
acquired apartment communities, for 182,375 OP Units.

                                          2


<PAGE>



Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial Statements of Businesses Acquired 

         1.   Combined Balance Sheets of NHP Real Estate Companies, as of
December 31, 1996 and 1995, and March 31, 1997 (unaudited), and the related
combined statements of operations, changes in shareholders' equity (deficit) and
partners' capital (deficit), net and cash flows for each of the three years in
the period ended December 31, 1996, and for the three months ended March 31,
1997 (unaudited) and 1996 (unaudited), together with the Report of Independent
Public Accountants (included as Exhibit 99.5 to this Report and incorporated
herein by this reference).

         2.   Balance Sheets of NHP Southwest Partners, L.P. (a Delaware
Limited Partnership), as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year ended December 31, 1996 and for the period from January 20, 1995 (date of
inception) through December 31, 1995, together with the Report of Independent
Public Accountants (included as Exhibit 99.6 to this Report and incorporated
herein by this reference).

         3.   Combined Balance Sheets of NHP New LP Entities as of December 31,
1996 and 1995, and the related combined statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1996 and for
the period from January 20, 1995 (date of inception) through December 31, 1995,
together with the Report of Independent Public Accountants (included as Exhibit
99.7 to this Report and incorporated herein by this reference).

         4.   Combined Balance Sheets of NHP Borrower Entities as of December
31, 1996 and 1995, and the related combined statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1996 and for
the period from January 20, 1995 (date of inception) through December 31, 1995,
together with the Report of Independent Public Accountants (included as Exhibit
99.8 to this Report and incorporated herein by this reference).

         5.   Historical Summary of Gross Income and Certain Expenses (Summary)
of The Bay Club at Aventura for the year ended December 31, 1996 and the three
months ended March 31, 1997 (unaudited), together with the Report of Independent
Auditors (included as Exhibit 99.9 to this Report and incorporated herein by
this reference).

(b) Pro Forma Financial Information 

         The required pro forma financial information will be filed by 
amendment by August 15, 1997.

(c) Exhibits


                                      3

<PAGE>


         The following exhibits are filed with this report:

Exhibit
Number        Description
- -------       -----------

2.1      Real Estate Acquisition Agreement, dated as of May 22, 1997, by and 
         among Apartment Investment and Management Company, AIMCO Properties,
         L.P., Demeter Holdings Corporation, Phemus Corporation, Capricorn 
         Investors, L.P., J. Roderick Heller, III, and NHP Partners Two LLC*

23.1     Consent of Arthur Andersen LLP dated June 23, 1997

23.2     Consents of Deloitte & Touche LLP dated June 23, 1997

23.3     Consent of Anders, Minkler & Diehl LLP dated June 23, 1997

23.4     Consent of Dauby O'Connor & Zaleski, LLC dated June 23, 1997

23.5     Consent of Edwards Leap & Sauer dated June 23, 1997

23.6     Consent of Fishbein & Company, P.C. dated June 23, 1997

23.7     Consents of Freeman and Vessillo dated June 23, 1997

23.8     Consents of Friduss, Lukee, Schiff & Co., PC dated June 23, 1997

23.9     Consent of George A. Hieronymous & Company, LLC dated June 23, 1997

23.10    Consent of Goldenberg Rosenthal Friedlander, LLP dated June 23, 1997

23.11    Consent of Hansen, Hunter & Kibbee, P.C. dated June 23, 1997

23.12    Consent of J.H. Cohn LLP dated June 23, 1997

23.13    Consent of J.A. Plumer & Co., P.A. dated June 23, 1997

23.14    Consent of Marks Shron & Company, LLP dated June 23, 1997

23.15    Consent of Prague & Company, P.C. dated June 23, 1997

23.16    Consent of Reznick Fedder & Silverman dated June 23, 1997

23.17    Consents of Robert Ercolini & Company dated June 23, 1997

                                       4

<PAGE>


23.18    Consent of Russell Thompson Butler & Houston dated June 23, 1997

23.19    Consent of Sciarabba Walker & Co., LLP dated June 23, 1997

23.20    Consent of Wallace Sanders & Company dated June 23, 1997

23.21    Consent of Warady and Davis dated June 23, 1997

23.22    Consent of Ziner and Company, PC dated June 23, 1997

23.23    Consent of Zinner & Co. dated June 23, 1997

23.24    Consent of Ernst & Young LLP dated June 23, 1997

99.1     Press Release of Apartment Investment and Management Company, dated
         June 6, 1997*

99.2     1994 Reports of Independent Auditors

99.3     1995 Reports of Independent Auditors

99.4     1996 Reports of Independent Auditors

99.5     Financial Statements of NHP Real Estate Companies and Report of
         Independent Accountants

99.6     Financial Statements of NHP Southwest Partners, L.P. (a Delaware
         Limited Partnership) and Report of Independent Accounts

99.7     Financial Statements of NHP New LP Entities and Report of Independent
         Accountants

99.8     Financial Statements of NHP Borrower Entities and Report of
         Independent Accountants

99.9     Financial Statements of The Bay Club at Aventura and Report of
         Independent Auditors
__________________

*   Previously filed 

                                       5
<PAGE>

                                      SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       APARTMENT INVESTMENT AND
                                       MANAGEMENT COMPANY



Date:  June 27, 1997                   By:    /s/ Leeann Morein 
                                            ---------------------------------
                                            Leeann Morein
                                            Senior Vice President, Chief
                                            Financial Officer and Secretary

                                       6
<PAGE>
 
                     EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K



                                                                   Sequentially
Exhibit                                                               Numbered 
Number   Description                                                  Page    
- -------  -----------                                               ------------

2.1      Real Estate Acquisition Agreement, dated as of May 22, 1997,
         by and among Apartment Investment and Management Company,
         AIMCO Properties, L.P., Demeter Holdings Corporation, Phemus
         Corporation, Capricorn Investors, L.P., J. Roderick Heller,
         III, and NHP Partners Two LLC*                               
                 

23.1     Consent of Arthur Andersen LLP dated June 23, 1997                
                 
23.2     Consents of Deloitte & Touche LLP dated June 23, 1997        
                      
23.3     Consent of Anders, Minkler & Diehl LLP dated June 23, 1997   

23.4     Consent of Dauby O'Connor & Zaleski, LLC dated June 23, 1997 

23.5     Consent of Edwards Leap & Sauer dated June 23, 1997          

23.6     Consent of Fishbein & Company, P.C. dated June 23, 1997      

23.7     Consents of Freeman and Vessillo dated June 23, 1997         

23.8     Consents of Friduss, Lukee, Schiff & Co., PC dated June 23,
         1997                                                         

23.9     Consent of George A. Hieronymous & Company, LLC dated June
         23, 1997                                                     

23.10    Consent of Goldenberg Rosenthal Friedlander, LLP dated June 23,
         1997                                                              

23.11    Consent of Hansen, Hunter & Kibbee, P.C. dated June 23, 1997      

23.12    Consent of J.H. Cohn LLP dated June 23, 1997                      

23.13    Consent of J.A. Plumer & Co., P.A. dated June 23, 1997            

<PAGE>


23.14    Consent of Marks Shron & Company, LLP dated June 23, 1997         

23.15    Consent of Prague & Company, P.C. dated June 23, 1997             

23.16    Consent of Reznick Fedder & Silverman dated June 23, 1997         

23.17    Consents of Robert Ercolini & Company dated June 23, 1997         

23.18    Consent of Russell Thompson Butler & Houston dated June 23, 1997  

23.19    Consent of Sciarabba Walker & Co., LLP dated June 23, 1997        

23.20    Consent of Wallace Sanders & Company dated June 23, 1997          

23.21    Consent of Warady and Davis dated June 23, 1997                   

23.22    Consent of Ziner and Company, PC dated June 23, 1997              

23.23    Consent of Zinner & Co. dated June 23, 1997                       

23.24    Consent of Ernst & Young LLP dated June 23, 1997

99.1     Press Release of Apartment Investment and Management Company,
         dated June 6, 1997*                                               

99.2     1994 Reports of Independent Auditors                         

99.3     1995 Reports of Independent Auditors                         

99.4     1996 Reports of Independent Auditors                         

99.5     Financial Statements of NHP Real Estate Companies and Report
         of Independent Accountants                                   

99.6     Financial Statements of NHP Southwest Partners, L.P. (a
         Delaware Limited Partnership) and Report of Independent
         Accounts                                                     

99.7     Financial Statements of NHP New LP Entities and Report of
         Independent Accountants                                      

99.8     Financial Statements of NHP Borrower Entities and Report of
         Independent Accountants                                      

99.9     Financial Statements of The Bay Club at Aventura and Report
         of Independent Auditors                                      
__________________

*   Previously filed

<PAGE>
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
    As independent public accountants, we hereby consent to the inclusion in 
this Current Report on Form 8-K, filed with the Securities Exchange 
Commission by Apartment Investment and Management Company ("AIMCO"), of our 
reports with respect to the audits of the entities detailed below for the 
periods indicated.
 
<TABLE>
<CAPTION>
ENTITIES                                             PERIODS                    REPORT DATE
- --------------------------------------  ---------------------------------     -----------------
<S>                                     <C>                                   <C>
NHP Real Estate Companies               Years ended December 31, 1996,        May 5, 1997 (except with respect to the matters
(as defined in Note 1)                  1995 and 1994                         discussed in Note 17, as to which the date is
                                                                              June 3, 1997)

NHP Southwest Partners, LP              Period from January 20, 1995 to       April 11, 1997 (except with respect to the matter
                                        December 31, 1995, and the Year       discussed in Note 7, as to which the date is
                                        ended December 31, 1996               June 3, 1997)

NHP New LP Entities                     Period from January 20, 1995 to       February 20, 1997 (except with respect to the matter
(as defined in Note 1)                  December 31, 1995, and the Year       discussed in Note 8, as to which the date is
                                        ended December 31, 1996               June 3, 1997)

NHP Borrower Entities                   Period from January 20, 1995          February 20, 1997 (except with respect to the matter
(as defined in Note 1)                  to December 31, 1995, and the Year    discussed in Note 8, as to which the date is
                                        ended December 31, 1996               June 3, 1997)
</TABLE>

    We further consent to the incorporation by reference in this Current 
Report on Form 8-K of our report dated April 23, 1997 of NHP Incorporated for 
the years ended December 31, 1996, 1995 and 1994.
 
    We further consent to the incorporation by reference of such reports in
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form S-3
(No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542),
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration
Statement on Form S-3 (No. 333-08997), AIMCO's Registration Statement on Form
S-3 (No. 333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on
From S-3 (No. 333-20755).

                                             /s/ Arthur Andersen LLP





Washington, D.C.
June 23, 1997
 
                                       2

<PAGE>
                                                                   Exhibit 23.2


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Current Report on Form 
8-K by Apartment Investment and Management Company (AIMCO) of our reports on 
the financial statements of certain Partnerships for the year ended December 
31, 1994, which reports are dated as shown in the following Appendices (Items 
1 through 5), and on the Partnerships referred to below (Items 6 through 16):

1) Appendix A-94

2) Appendix B-94 (each of which expresses an unqualified opinion and 
   includes an explanatory paragraph relating to the Partnership's ability 
   to continue as a going concern)

3) Appendix C-94 (each of which expresses a qualified opinion as a result of 
   cumulative unpaid distributions recorded according to HUD guidelines which 
   is not in accordance with generally accepted accounting principles)

4) Appendix D-94 (each of which expresses an unqualified opinion and includes 
   an explanatory paragraph relating to the change in 1993 of the 
   Partnership's method of computing depreciation)

5) Appendix E-94 (each of which expresses an unqualified opinion and includes 
   an explanatory paragraph relating to the expiration of a Housing Assistance 
   Payment Contract)

6) Franklin Northwoods Associates, A Limited Partnership, dated March 3, 1995 
   (which expresses an unqualified opinion and includes an explanatory 
   paragraph noting that the mortgage lender has the option to require full 
   payment of all amounts outstanding after December 1, 1994)

7) Franklin Woods Associates, A Limited Partnership, dated March 14, 1995 
   (which expresses an unqualified opinion and includes an explanatory 
   paragraph noting that the mortgage note payable and related accrued 
   interest are due June 30, 1997)

8) Green Mountain Manor Limited Partnership, dated February 17, 1995 (which 
   expresses an unqualified opinion and includes explanatory paragraphs 
   relating to the expiration of a Housing Assistance Payment Contract and a 
   deferred acquisition note and related accrued interest which is due on 
   February 17, 1996)


                                                                    Page 1 of 3
<PAGE>

 9) Hilltop Apartment Associates, A Limited Partnership, dated February 13, 
    1995 (which expresses an unqualified opinion and includes explanatory 
    paragraphs relating to the change in 1993 of the Partnership's method of 
    computing depreciation and the Partnership's revised estimate in 1993 of 
    interest due on loans from one of its partners)

10) Leyden Limited Partnership, dated February 8, 1995 (which expresses an 
    unqualified opinion and includes explanatory paragraphs relating to the 
    Partnership's ability to continue as a going concern and the correction of 
    the Partnership's method of computing accrued interest on a deferred 
    acquisition note)

11) Madison Hill Limited Partnership, dated March 1, 1995 (which expresses an 
    unqualified opinion and includes an explanatory paragraph relating to the 
    transfer of substantially all of its assets, liabilities and its deed in 
    lieu of foreclosure, during February 1995, in return for $50,000)

12) Montblanc Garden Apartments Associates, A Limited Partnership, dated 
    March 17, 1995 (which expresses an unqualified opinion and includes an 
    explanatory paragraph relating to a disputed outstanding mortgage 
    principal balance)

13) Pavilion Associates, A Limited Partnership, dated January 19, 1995 (which 
    expresses an unqualified opinion and includes an explanatory paragraph 
    relating to a deferred acquisition note and related accrued interest, and 
    real estate notes payable which are due February 16, 1996)

14) Spring Meadow Limited Partnership, dated February 13, 1995 (which 
    expresses an unqualified opinion and includes explanatory paragraphs 
    relating to the Partnership's ability to continue as a going concern and 
    the correction of the Partnership's method of computing accrued interest 
    on a deferred acquisition note and the correction of an error relating to 
    Partnership cash reflected in the financial statements)

15) Spruce Limited Partnership, dated February 6, 1995 (which expresses an 
    unqualified opinion and includes an explanatory paragraph relating to the 
    correction of the Partnership's method of computing accrued interest on a 
    deferred acquisition note for the years 1992 and prior and the correction 
    of an error relating to Partnership cash reflected in the financial 
    statements)

16) Waterman Limited Partnership, dated January 13, 1995 (which expresses a 
    qualified opinion as a result of cumulative unpaid distributions recorded 
    according to HUD guidelines which is not in accordance with generally 
    accepted accounting principles, and includes an explanatory paragraph 
    regarding a deferred acquisition note and related accrued interest which 
    is due on April 18, 1996),


                                                                    Page 2 of 3
<PAGE>

We further consent to the incorporation by reference of such reports in 
AIMCO's Registration Statements on Form S-3 (No. 333-26415, No. 33-98338, No. 
333-828, No. 333-4542, No. 333-4546, No. 333-08997, No. 333-17431 and No. 
333-20755) and AIMCO's Registration Statements on Form S-8 (No. 333-4550, No. 
333-4548 and No. 333-14481), all filed with the Securities and Exchange 
Commission.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia

June 23, 1997


                                                                    Page 3 of 3
<PAGE>

                                   Appendix A-94


Partnership                                             Report Date
- -----------                                             -----------
107-145 West 135th Street Associates                    February 9, 1995
Algonquin Tower Limited Partnership                     February 9, 1995
All Hallows Associates                                  January 26, 1995
Allentown Towne House Limited Partnership               January 26, 1995
Anglers Manor Associates                                February 2, 1995
Antioch Apartments, Ltd.                                January 11, 1995
Arvada House Associates                                 February 2, 1995
Audobon Park Associates                                 January 12, 1995
Baldwin Oaks Elderly, Ltd.                              February 6, 1995
Baldwin Towers Associates                               February 10, 1995
Basswood Manor Limited Partnership                      January 25, 1995
Bayview Hunters Point Apartments                        January 26, 1995
Bensalem Gardens Associates                             February 3, 1995
Berkley Limited Partnership                             February 14, 1995
Bloomsburg Elderly Associates                           February 1, 1995
Briarwood Apartments                                    January 19, 1995
Brinton Manor No. 1 Associates                          January 21, 1995
Brinton Towers Associates                               January 24, 1995
Brookside Apartments Associates                         February 1, 1995
Buena Vista Apartments, Ltd.                            January 16, 1995
Cabell Associates of Lakeview                           January 21, 1995
California Square Limited Partnership                   January 30, 1995
California Square II Limited Partnership                January 30, 1995
Campbell Heights Associates                             February 2, 1995
Canterbury Gardens Associates                           February 1, 1995
Capital Park Limited Partnership                        January 19, 1995
Center Square Associates                                January 25, 1995
Chapel NDP                                              January 30, 1995
Cheyenne Village Apartments, Ltd.                       February 3, 1995
College Heights                                         January 19, 1995
College Park Apartments                                 February 8, 1995
College Park Associates                                 January 27, 1995
Community Developers of High Point                      January 30, 1995
Congress Park Associates II                             February 9, 1995
Copperwood Limited                                      January 31, 1995
Copperwood II Limited                                   January 25, 1995
Cypress Gardens, Limited                                January 20, 1995
Darby Townhouses Associates                             January 18, 1995
Darbytown Development Associates                        January 11, 1995
Delcar-S, Ltd.                                          January 9, 1995
Delcar-T, Ltd.                                          January 20, 1995
DIP Limited Partnership                                 January 20, 1995
DIP Limited Partnership-II                              February 3, 1995
DIP Limited Partnership III                             February 15, 1995



                                   Page 1
<PAGE>

                                   Appendix A-94


Partnership                                             Report Date
- -----------                                             -----------
Discovery Limited Partnership                           February 7, 1995
Doral Gardens Associates                                February 1, 1995
Duquesne Associates No. 1                               January 16, 1995
Edmond Estates Limited Partnership                      January 21, 1995
Elden Limited Partnership                               January 30, 1995
Esbro Limited Partnership                               January 12, 1995
Fairmont #1 Limited Partnership                         February 3, 1995
Fairmont #2 Limited Partnership                         February 6, 1995
Fairwood Associates                                     February 6, 1995
Federal Square Village                                  January 18, 1995
Field Associates                                        January 21, 1995
Forest Green Limited Partnership                        January 16, 1995
Forest Park Elderly Associates                          January 13, 1995
Forrester Gardens, Ltd.                                 January 12, 1995
Fort Carson Associates                                  January 12, 1995
Foxwood Manor Associates                                January 11, 1995
Franklin Chapel Hill Associates                         February 23, 1995
Franklin Park Limited Partnership                       February 9, 1995
Friendset Housing Company                               January 17, 1995
Frio Housing, Ltd.                                      February 2, 1995
G.W. Carver Limited                                     January 26, 1995
Galion Limited Partnership                              January 30, 1995
Garfield Hill Associates                                January 17, 1995
Gateway Village Associates                              January 18, 1995
Gladys Hampton Houses Associates                        February 6, 1995
Golden Apartments I                                     February 6, 1995
Golden Apartments II                                    March 1, 1995
Grandview Apartments                                    January 11, 1995
Greater Mount Calvary Terrace, Ltd.                     January 18, 1995
Greater Richmond Community Development
 Corp. I and Associates                                 February 14, 1995
Greater Richmond Community Development
 Corp. II and Associates                                February 13, 1995
Griffith Limited Partnership                            January 11, 1995
Gulfway Limited Partnership                             January 13, 1995
H.R.H. Properties, Ltd.                                 February 3, 1995
Hamilton Heights Associates                             January 26, 1995
Harold House Limited Partnership                        January 14, 1995
Hatillo Housing Associates                              March 17, 1995
Hickory Ridge Associates, Ltd.                          January 19, 1995
Hillcrest Green Apartments, Ltd.                        January 10, 1995
Hillside Village Associates                             February 9, 1995
Hilltop Limited Partnership                             January 17, 1995
Hopkins Renaissance Associates                          February 1, 1995



                                   Page 2
<PAGE>

                                   Appendix A-94


Partnership                                             Report Date
- -----------                                             -----------
Hudson Terrace Associates                               January 26, 1995
Hurbell II Limited Partnership                          January 13, 1995
Indian Valley I Limited Partnership                     January 30, 1995
Indian Valley II Limited Partnership                    January 30, 1995
Indian Valley III Limited Partnership                   January 30, 1995
Ingram Square Apartments, Ltd.                          January 26, 1995
Jamestown Village Associates                            January 12, 1995
Jersey Park Associates                                  January 20, 1995
JFK Associates                                          January 26, 1995
Johnston Square Associates                              January 17, 1995
JVL 16 Associates                                       January 16, 1995
Kennedy Homes Limited Partnership                       January 17, 1995
Key Parkway West Associates                             January 30, 1995
Kimberly Associates Limited Partnership                 January 10, 1995
La Salle Apartments                                     January 17, 1995
La Vista Associates                                     February 9, 1995
Lafayette Manor Associates                              February 15, 1995
Lafayette Towne Elderly, Ltd.                           February 3, 1995
Lafayette Towne Family, Ltd.                            February 3, 1995
Lake Forest Apartments                                  January 20, 1995
Las Americas Housing Associates                         March 17, 1995
Lassen Associates                                       January 31, 1995
Laurel Gardens                                          February 1, 1995
Lewisburg Associates                                    January 26, 1995
Lewisburg Elderly Associates                            January 19, 1995
Lincmar Associates                                      January 31, 1995
Lincoln Park Associates                                 February 3, 1995
Lock Haven Elderly Associates                           February 7, 1995
Lock Haven Gardens Associates                           January 30, 1995
Loring Towers Apartments Limited Partnership            January 12, 1995
M & P Development Company                               January 13, 1995
Maple Park East Limited Partnership                     January 17, 1995
Maple Park West Limited Partnership                     January 10, 1995
Mayfair Manor Limited Partnership                       January 16, 1995
Meadowood Apartments-Phase I (Meadowood
 Associates, Ltd.)                                      January 17, 1995
Meadowood Apartments-Phase II (Meadowood
 Associates, Ltd.)                                      January 12, 1995
Meadows Apartments Limited Partnership                  January 23, 1995
Meadows East Apartments Limited Partnership             January 17, 1995
Menlo Limited Partnership                               January 13, 1995
Merced Commons II                                       February 7, 1995
Mill Street Associates                                  February 3, 1995
Miramar Housing Associates                              March 17, 1995



                                   Page 3
<PAGE>

                                   Appendix A-94


Partnership                                             Report Date
- -----------                                             -----------
Montblanc Housing Associates                            March 17, 1995
Morrisania Towers Housing Company                       January 25, 1995
Moss Gardens Ltd.                                       February 1, 1995
Murphy Blair Associates III                             February 1, 1995
New Lake Village Apartments                             January 20, 1995
New West 111th Street Housing Company                   February 3, 1995
Newton Hill Limited Partnership                         January 30, 1995
Northgate Village Limited Partnership                   January 16, 1995
Northlake Terrace Associates                            February 8, 1995
Northwest Terrace Associates                            February 8, 1995
Oakland Village Townhouse Associates                    February 8, 1995
Ocala Place, Ltd.                                       February 7, 1995
One Lytle Place                                         February 2, 1995
One West Conway Associates                              February 22, 1995
Orange Village Associates                               February 8, 1995
Palm House Limited Partnership                          January 30, 1995
Park Avenue West I Limited Partnership                  January 30, 1995
Park Avenue West II Limited Partnership                 January 30, 1995
Park Creek Limited Partnership                          January 11, 1995
Place One Limited Partnership                           February 11, 1995
Portland Plaza Partnership                              February 7, 1995
Portner Place Associates                                February 15, 1995
Post Street Associates                                  January 25, 1995
Pride Gardens Limited Partnership                       January 20, 1995
Pueblo Apartments Associates, Ltd.                      January 20, 1995
RI-15 Limited Partnership                               February 3, 1995
River Front Apartments Limited Partnership              January 11, 1995
River Woods Associates                                  February 13, 1995
Riverview II Associates                                 January 27, 1995
Rockwell Limited Partnership                            January 13, 1995
Rolling Meadows Of Ada, Ltd.                            January 10, 1995
Ruffin Road Associates                                  February 6, 1995
Rutherford Park Townhouses Associates                   February 8, 1995
San Jose Limited Partnership                            January 12, 1995
San Juan Del Centro Limited Partnership                 January 17, 1995
Sencit Towne House Limited Partnership                  January 25, 1995
Shoreview Apartments                                    February 8, 1995
Site 10 Community Alliance Associates                   February 7, 1995
Sleepy Hollow Apartments                                January 26, 1995
SNI Development Company                                 January 24, 1995
Southmont Apartments                                    January 31, 1995
Southward Limited Partnership                           January 13, 1995
Stafford Apartments                                     January 27, 1995
Stock Island Limited Partnership                        January 18, 1995



                                  Page 4
<PAGE>

                                   Appendix A-94


Partnership                                             Report Date
- -----------                                             -----------
Storey Manor Associates                                 February 3, 1995
Strawbridge Square Associates Limited Partnership       February 6, 1995
Summersong Townhouses Limited Partnership               January 26, 1995
Sunrise Associates                                      February 10, 1995
Sunset Plaza Apartments                                 January 20, 1995
Susquehanna View Limited Partnership                    January 16, 1995
Timberlake Apartments Limited Partnership               January 19, 1995
Timuquana Park Associates                               January 18, 1995
Tinker Creek Limited Partnership                        January 10, 1995
Town North                                              January 18, 1995
Treeslope Apartments Associates                         January 26, 1995
Trinity Towers-14th Street Associates, Ltd.             March 7, 1995
United Handicap Federation Apartment Associates         February 13, 1995
United House Associates                                 February 9, 1995
United Housing Partners-Carbondale, Ltd.                February 8, 1995
United Redevelopment Associates                         January 26, 1995
University Plaza Associates                             February 9, 1995
Vantage 78                                              March 7, 1995
Villa De Guadalupe Associates                           January 16, 1995
Village Circle Apartments, Ltd.                         January 31, 1995
Village Green Limited Partnership                       January 20, 1995
Vistas De San Juan Associates                           February 13, 1995
Waico Apartments Associates                             January 17, 1995
Waico Phase II Associates                               February 1, 1995
Walden Oaks Associates                                  January 31, 1995
Walmsley Terrace Associates                             January 18, 1995
Walnut Hills Associates, Ltd.                           January 13, 1995
Wash-West Properties                                    January 31, 1995
Waters Towers Associates                                January 12, 1995
West Oak Village Limited Partnership                    January 27, 1995
Whitefield Place, Ltd.                                  January 26, 1995
Woodmark Limited Partnership                            January 30, 1995
Yadkin Associates                                       January 13, 1995



                                    Page 5
<PAGE>

                                   Appendix B-94


Partnership                                             Report Date
- -----------                                             -----------
Boynton Beach Limited Partnership                       March 17, 1995
Central Village Associates                              February 10, 1995
Cheek Road Limited Partnership                          February 7, 1995
Clay Courts Associates                                  January 12, 1995
Eastman Associates                                      January 24, 1995
Elm Creek Limited Partnership                           February 7, 1995
Fairmeadows Limited Partnership                         January 12, 1995
Fairview Homes Associates                               January 27, 1995
Franklin Eagle Rock Associates                          February 28, 1995
Franklin Pheasant Ridge Associates                      March 1, 1995
Franklin Ridgewood Associates                           February 24, 1995
Hamilton Gardens, Ltd.                                  February 13, 1995
JVL Limited                                             January 14, 1995
JVL 18 Associates                                       February 3, 1995
JVL 19 Associates                                       January 27, 1995
Langenheim Associates                                   February 1, 1995
Meadowood Associates III, Ltd.                          January 15, 1995
New West 111th Street Two Associates                    January 25, 1995
Olde Rivertown Venture                                  February 2, 1995
Retirement Manor Associates                             February 17, 1995
Royal Towers Limited Partnership                        January 12, 1995
Southridge Apartments Limited Partnership               January 10, 1995
Springfield Limited Partnership                         January 13, 1995
Trinity Apartments                                      January 13, 1995
Village Park II                                         February 3, 1995


<PAGE>

                                   Appendix C-94


Partnership                                             Report Date
- -----------                                             -----------
Cottonwood Apartments                                   January 11, 1995
Kenneth Arms Apartments                                 January 9, 1995
Knollcrest Apartments                                   January 21, 1995
Manzanita Arms Apartments                               January 11, 1995
Overbrook Park, Ltd.                                    January 23, 1995
Rancho Arms Apartments                                  January 17, 1995
San Juan Apartments                                     January 24, 1995
Trinity Hills Village Apartments                        January 13, 1995
Tumast Associates                                       February 8, 1995
Verdes Del Oriente                                      February 1, 1995


<PAGE>

                                   Appendix D-94


Partnership                                             Report Date
- -----------                                             -----------
Cumberland Court Associates                             February 9, 1995
Maple Hill Associates                                   February 15, 1995
Merced Commons I                                        February 1, 1995


<PAGE>

                                   Appendix E-94


Partnership                                             Report Date
- -----------                                             -----------
Brightwood Manor Associates                             January 26, 1995
Caroline Arms Limited Partnership                       January 18, 1995
Richlieu Associates                                     February 11, 1995
Sherman Terrace Associates                              January 13, 1995
Washington Manor Limited Partnership                    January 26, 1995


<PAGE>


INDEPENDENT AUDITORS' CONSENT

We consent to the inclusion in this Current Report on Form 8-K by Apartment 
Investment and Management Company (AIMCO) of our reports on the financial 
statements of certain Partnerships for the year ended December 31, 1995 
(except for Item 4 below which is for the period January 1, 1995 to August 7, 
1995), which reports are dated as shown in the following Appendices (Items 1 
through 3), and on the Partnerships referred to below (Items 4 through 6):

1) Appendix A-95

2) Appendix B-95 (each of which expresses an unqualified opinion and includes
   an explanatory paragraph relating to the Partnership's ability to continue
   as a going concern)

3) Appendix C-95 (each of which expresses an unqualified opinion and relies
   upon the reports of other auditors)

4) Hamilton Gardens, Ltd., A Limited Partnership, dated September 7, 1995
   (which expresses an unqualified opinion and includes an explanatory
   paragraph relating to the sale, by court order, of the property owned by
   the Partnership, pursuant to foreclosure proceedings and that title passed
   to the new owners on August 8, 1995)

5) Spring Bright Limited Partnership, A Limited Partnership, dated March 11,
   1996 (which expresses an unqualified opinion, relies upon the report of
   other auditors and includes an explanatory paragraph relating to the
   Partnership's ability to continue as a going concern)

6) Wash-West Properties, A Limited Partnership, dated February 6, 1996 (which
   expresses an unqualified opinion and includes an explanatory paragraph
   relating to the correction of the Partnership's method of computing accrued
   interest on the Redevelopment Authority promissory note)

                                                                   Page 1 of 2

<PAGE>

We further consent to the incorporation by reference of such reports in 
AIMCO's Registration Statements on Form S-3 (No. 333-26415,  No. 33-98338, 
No. 333-828, No. 333-4542,  No. 333-4546, No. 333-08997, No. 333-17431 and 
No. 333-20755) and AIMCO's Registration Statements on Form S-8 (No. 333-4550, 
No. 333-4548 and No. 333-14481), all filed with the Securities and Exchange 
Commission.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia

June 23, 1997

                                                                   Page 2 of 2

<PAGE>

                                 Appendix A-95


PARTNERSHIP                                                REPORT DATE
- -----------                                                -----------
107-145 West 135th Street Associates                       February 7, 1996
Algonquin Tower Limited Partnership                        February 5, 1996
All Hallows Associates                                     January 31, 1996
Allentown Towne House Limited Partnership                  January 25, 1996
Anglers Manor Associates                                   February 8, 1996
Antioch Apartments, Ltd.                                   February 5, 1996
Arvada House Associates                                    January 30, 1996
Audobon Park Associates                                    January 24, 1996
Baldwin Oaks Elderly, Ltd.                                 February 12, 1996
Baldwin Towers Associates                                  January 31, 1996
Basswood Manor Limited Partnership                         January 25, 1996
Bayview Hunters Point Apartments                           January 30, 1996
Bensalem Gardens Associates                                February 11, 1996
Berkley Limited Partnership                                February 7, 1996
Bloomsburg Elderly Associates                              February 3, 1996
Briarwood Apartments                                       January 31, 1996
Brightwood Manor Associates                                January 31, 1996
Brinton Manor No. 1 Associates                             January 16, 1996
Brinton Towers Associates                                  February 6, 1996
Brookside Apartments Associates                            January 31, 1996
Buena Vista Apartments, Ltd.                               January 20, 1996
Cabell Associates of Lakeview                              January 25, 1996
California Square Limited Partnership                      January 22, 1996
California Square II Limited Partnership                   January 23, 1996
Campbell Heights Associates                                February 5, 1996
Canterbury Gardens Associates                              February 6, 1996
Capital Park Limited Partnership                           January 18, 1996
Caroline Arms Limited Partnership                          January 31, 1996
Center Square Associates                                   January 25, 1996
Chapel NDP                                                 February 6, 1996
Clay Courts Associates                                     January 10, 1996
College Heights                                            January 22, 1996
College Park Apartments                                    February 15, 1996
College Park Associates                                    February 13, 1996
Community Developers of High Point                         January 27, 1996
Congress Park Associates II                                January 15, 1996
Copperwood Limited                                         February 2, 1996
Copperwood II Limited                                      February 7, 1996
Cumberland Court Associates                                January 31, 1996
Cypress Gardens, Limited                                   January 22, 1996
Darby Townhouses Associates                                January 22, 1996
Darbytown Development Associates                           January 22, 1996
Delcar-S, Ltd.                                             January 16, 1996
Delcar-T, Ltd.                                             January 25, 1996
DIP Limited Partnership                                    January 19, 1996
DIP Limited Partnership-II                                 January 30, 1996
DIP Limited Partnership III                                January 31, 1996
Discovery Limited Partnership                              February 1, 1996
Doral Gardens Associates                                   February 9, 1996


                                    Page 1

<PAGE>

                                 Appendix A-95


PARTNERSHIP                                                REPORT DATE
- -----------                                                -----------
Duquesne Associates No. 1                                  January 12, 1996
Edmond Estates Limited Partnership                         January 17, 1996
Elden Limited Partnership                                  January 30, 1996
Esbro Limited Partnership                                  January 14, 1996
Fairmont #1 Limited Partnership                            January 26, 1996
Fairmont #2 Limited Partnership                            February 8, 1996
Fairview Homes Associates                                  January 23, 1996
Fairwood Associates                                        February 7, 1996
Federal Square Village                                     January 31, 1996
Field Associates                                           February 3, 1996
Forest Green Limited Partnership                           January 24, 1996
Forest Park Elderly Associates                             February 7, 1996
Forrester Gardens, Ltd.                                    January 10, 1996
Fort Carson Associates                                     January 15, 1996
Foxwood Manor Associates                                   February 15, 1996
Franklin Chapel Hill Associates                            February 5, 1996
Franklin Eagle Rock Associates                             February 15, 1996
Franklin Park Limited Partnership                          January 30, 1996
Franklin Pheasant Ridge Associates                         February 14, 1996
Franklin Woods Associates                                  February 23, 1996
Friendset Housing Company                                  February 21, 1996
Frio Housing, Ltd.                                         February 2, 1996
G.W. Carver Limited                                        January 24, 1996
Galion Limited Partnership                                 January 25, 1996
Garfield Hill Associates                                   February 6, 1996
Gateway Village Associates                                 January 18, 1996
Gladys Hampton Houses Associates                           February 6, 1996
Golden Apartments I                                        January 31, 1996
Golden Apartments II                                       February 8, 1996
Grandview Apartments                                       January 16, 1996
Greater Mount Calvary Terrace, Ltd.                        January 15, 1996
Greater Richmond Community Development Corp. I                
   and Associates                                          February 5, 1996
Greater Richmond Community Development Corp. II               
   and Associates                                          January 26, 1996
Griffith Limited Partnership                               January 17, 1996
Gulfway Limited Partnership                                January 18, 1996
H.R.H. Properties, Ltd.                                    February 5, 1996
Hamilton Heights Associates                                February 14, 1996
Harold House Limited Partnership                           January 30, 1996
Hickory Ridge Associates, Ltd.                             February 2, 1996
Hillcrest Green Apartments, Ltd.                           January 11, 1996
Hillside Village Associates                                February 8, 1996
Hilltop Apartments Associates                              January 23, 1996
Hilltop Limited Partnership                                January 19, 1996
Hopkins Renaissance Associates                             February 14, 1996
Hudson Terrace Associates                                  January 31, 1996
Hurbell II Limited Partnership                             January 20, 1996
Hurbell III Limited Partnership                            January 20, 1996


                                    Page 2

<PAGE>

                                 Appendix A-95


PARTNERSHIP                                                REPORT DATE
- -----------                                                -----------
Indian Valley I Limited Partnership                        January 24, 1996
Indian Valley II Limited Partnership                       January 26, 1996
Indian Valley III Limited Partnership                      January 25, 1996
Ingram Square Apartments, Ltd.                             January 25, 1996
Jamestown Village Associates                               January 25, 1996
Jersey Park Associates                                     January 17, 1996
JFK Associates                                             February 15, 1996
Johnston Square Associates                                 January 15, 1996
JVL 16 Associates                                          January 18, 1996
Kennedy Homes Limited Partnership                          January 17, 1996
Key Parkway West Associates                                January 24, 1996
Kimberly Associates Limited Partnership                    January 15, 1996
La Salle Apartments                                        February 5, 1996
La Vista Associates                                        February 8, 1996
Lafayette Manor Associates                                 February 9, 1996
Lafayette Towne Elderly, Ltd.                              January 17, 1996
Lafayette Towne Family, Ltd.                               January 25, 1996
Lake Forest Apartments                                     January 19, 1996
Las Americas Housing Associates                            January 30, 1996
Lassen Associates                                          February 2, 1996
Laurel Gardens                                             January 31, 1996
Lewisburg Associates                                       January 29, 1996
Lewisburg Elderly Associates                               February 6, 1996
Lincmar Associates                                         January 26, 1996
Lincoln Park Associates                                    February 7, 1996
Lock Haven Elderly Associates                              February 12, 1996
Lock Haven Gardens Associates                              January 29, 1996
Loring Towers Apartments Limited Partnership               January 18, 1996
M & P Development Company                                  January 31, 1996
Maple Hill Associates                                      February 3, 1996
Mayfair Manor Limited Partnership                          January 16, 1996
Meadowood Associates III, Ltd.                             January 18, 1996
Meadows Apartments Limited Partnership                     February 5, 1996
Meadows East Apartments Limited Partnership                January 29, 1996
Menlo Limited Partnership                                  January 11, 1996
Merced Commons I                                           January 30, 1996
Merced Commons II                                          January 23, 1996
Mill Street Associates                                     February 1, 1996
Miramar Housing Associates                                 January 29, 1996
Montblanc Garden Apartments Associates                     February 9, 1996
Montblanc Housing Associates                               January 31, 1996
Morrisania Towers Housing Company                          January 31, 1996
Moss Gardens Ltd.                                          February 1, 1996
Murphy Blair Associates III                                February 7, 1996
National Housing Partnership Realty Fund IV                March 19, 1996
National Housing Partnership RESI Associates I             March 18, 1996
New Lake Village Apartments                                January 26, 1996
New West 111th Street Housing Company                      February 12, 1996
Newton Hill Limited Partnership                            January 24, 1996


                                    Page 3
<PAGE>

                                 Appendix A-95


PARTNERSHIP                                                REPORT DATE
- -----------                                                -----------
Northgate Village Limited Partnership                      January 19, 1996
Northlake Terrace Associates                               January 26, 1996
Northwest Terrace Associates                               February 19, 1996
Oakland Village Townhouse Associates                       February 12, 1996
Ocala Place, Ltd.                                          January 31, 1996
One Lytle Place                                            February 20, 1996
One West Conway Associates                                 February 7, 1996
Orange Village Associates                                  January 31, 1996
Palm House Limited Partnership                             January 30, 1996
Park Avenue West I Limited Partnership                     January 31, 1996
Park Avenue West II Limited Partnership                    January 26, 1996
Place One Limited Partnership                              February 13, 1996
Point West Limited Partnership                             January 31, 1996
Portfolio Properties Five Associates                       March 4, 1996
Portfolio Properties Six Associates                        March 6, 1996
Portfolio Properties Twelve Associates                     March 22, 1996
Portfolio Properties Two Associates                        March 2, 1996
Portland Plaza Partnership                                 January 24, 1996
Portner Place Associates                                   January 25, 1996
Post Street Associates                                     February 6, 1996
Pueblo Apartments Associates, Ltd.                         January 22, 1996
RI-15 Limited Partnership                                  February 9, 1996
Richlieu Associates                                        February 20, 1996
River Front Apartments Limited Partnership                 January 31, 1996
River Woods Associates                                     January 30, 1996
Riverview II Associates                                    January 17, 1996
Rockwell Limited Partnership                               January 17, 1996
Rolling Meadows Of Ada, Ltd.                               January 15, 1996
Ruffin Road Associates                                     February 7, 1996
Rutherford Park Townhouses Associates                      February 1, 1996
San Jose Limited Partnership                               January 13, 1996
San Juan Del Centro Limited Partnership                    January 24, 1996
Sencit Towne House Limited Partnership                     January 25, 1996
Sherman Terrace Associates                                 January 31, 1996
Shoreview Apartments                                       February 1, 1996
Site 10 Community Alliance Associates                      January 26, 1996
SNI Development Company                                    February 5, 1996
Southmont Apartments                                       February 5, 1996
Southward Limited Partnership                              January 19, 1996
Spruce Limited Partnership                                 February 10, 1996
Spruce Palm Limited Partnership                            March 11, 1996
Stafford Apartments                                        January 26, 1996
Stock Island Limited Partnership                           February 16, 1996
Storey Manor Associates                                    January 30, 1996
Strawbridge Square Associates Limited Partnership          February 7, 1996
Summersong Townhouses Limited Partnership                  January 25, 1996
Sunrise Associates                                         January 27, 1996
Sunset Plaza Apartments                                    January 18, 1996
Susquehanna View Limited Partnership                       January 17, 1996


                                    Page 4

<PAGE>

                                 Appendix A-95


PARTNERSHIP                                                REPORT DATE
- -----------                                                -----------
Timuquana Park Associates                                  January 18, 1996
Tinker Creek Limited Partnership                           January 15, 1996
Town North                                                 January 17, 1996
Townview Towers I Partnership, Ltd.                        February 11, 1996
Treeslope Apartments Associates                            January 26, 1996
Trinity Towers-14th Street Associates, Ltd.                February 18, 1996
United Handicap Federation Apartment Associates            February 8, 1996
United House Associates                                    February 9, 1996
United Housing Partners-Carbondale, Ltd.                   February 10, 1996
United Redevelopment Associates                            January 27, 1996
University Plaza Associates                                February 14, 1996
Vantage 78                                                 February 16, 1996
Villa De Guadalupe Associates                              January 11, 1996
Village Circle Apartments, Ltd.                            February 1, 1996
Village Green Limited Partnership                          January 19, 1996
Vistas De San Juan Associates                              January 25, 1996
Waico Apartments Associates                                January 17, 1996
Waico Phase II Associates                                  January 30, 1996
Walden Oaks Associates                                     February 10, 1996
Walmsley Terrace Associates                                January 20, 1996
Walnut Hills Associates, Ltd.                              January 26, 1996
Washington Manor Limited Partnership                       February 5, 1996
Waters Towers Associates                                   January 15, 1996
Whitefield Place, Ltd.                                     January 26, 1996
Woodmark Limited Partnership                               January 24, 1996
Yadkin Associates                                          January 15, 1996


                                    Page 5

<PAGE>

                                 Appendix B-95


PARTNERSHIP                                                REPORT DATE
- -----------                                                -----------
Central Village Associates                                 January 17, 1996
Cheek Road Limited Partnership                             February 15, 1996
Darby Townhouses Limited Partnership                       March 6, 1996
Doral Limited Partnership                                  March 12, 1996
Eastman Associates                                         January 29, 1996
Fairmeadows Limited Partnership                            January 20, 1996
Franklin Ridgewood Associates                              February 15, 1996
Green Mountain Manor Limited Partnership                   February 19, 1996
Hatillo Housing Associates                                 February 28, 1996
JVL Limited                                                January 15, 1996
JVL 18 Associates                                          January 20, 1996
JVL 19 Associates                                          January 23, 1996
Langenheim Associates                                      January 31, 1996
Leyden Limited Partnership                                 February 14, 1996
Maple Park East Limited Partnership                        February 1, 1996
Maple Park West Limited Partnership                        February 1, 1996
Meadowood Apartments-Phase I                                 
   (Meadowood Associates, Ltd.)                            January 16, 1996
Meadowood Apartments-Phase II                                
   (Meadowood Associates, Ltd.)                            January 14, 1996
Meadowood Townhouses I Limited Partnership                 February 27, 1996
Meadowood Townhouses III Limited Partnership               February 29, 1996
New West 111th Street Two Associates                       January 22, 1996
Olde Rivertown Venture                                     January 19, 1996
Park Creek Limited Partnership                             January 15, 1996
Pavilion Associates                                        January 18, 1996
Portfolio Properties Three Associates                      March 4, 1996
Retirement Manor Associates                                February 2, 1996
Royal Towers Limited Partnership                           January 23, 1996
Southridge Apartments Limited Partnership                  January 15, 1996
Spring Meadow Limited Partnership                          February 15, 1996
Timberlake Apartments Limited Partnership                  January 23, 1996
Trinity Apartments                                         March 18, 1996
Village Park II                                            February 19, 1996
West Oak Village Limited Partnership                       January 31, 1996


<PAGE>

                                 APPENDIX C-95


PARTNERSHIP                                                REPORT DATE
- -----------                                                -----------
National Housing Partnership Realty Fund I                 March 11, 1996
National Housing Partnership Realty Fund Two               March 13, 1996
National Housing Partnership Realty Fund III               March 15, 1996
Portfolio Properties Seven Associates                      March 6, 1996
Portfolio Properties Eight Associates                      March 12, 1996
Portfolio Properties Nine Associates                       March 13, 1996
Portfolio Properties Ten Associates                        March 7, 1996



<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the inclusion in this Current Report on Form 8-K by Apartment 
Investment and Management Company (AIMCO) of our reports on the financial 
statements of certain Partnerships for the year ended December 31, 1996 
(except for Item 4 below which is for the period January 1, 1996 to July 15, 
1996), which reports are dated as shown in the following Appendices (Items 1 
through 3), and on the Partnerships referred to below (Items 4 through 9):

1)  Appendix A-96

2)  Appendix B-96 (each of which expresses an unqualified opinion and includes
    an explanatory paragraph relating to the Partnership's ability to continue
    as a going concern)

3)  Appendix C-96 (each of which expresses an unqualified opinion and relies
    upon the reports of other auditors)

4)  Foxwood Manor Associates, A Limited Partnership, dated September 30, 1996
    (December 31, 1996 as to Note 8) (which expresses an unqualified opinion
    and includes an explanatory paragraph relating to the Partnership's sale of
    the land, rental property and substantially all of its assets and
    liabilities on July 16, 1996)

5)  Hickory Ridge Associates, Ltd., A Limited Partnership, dated February 13,
    1997 (which expresses an unqualified opinion and includes an explanatory
    paragraph relating to the Partnership's financial loss due to the alleged
    misappropriation of funds by former employees and falsifications of
    documents to the Department of Housing and Urban Development)

6)  Ocala Place, Ltd., A Limited Partnership, dated January 23, 1997 (which
    expresses an unqualified opinion and includes an explanatory paragraph
    relating to the Partnership's financial loss due to the alleged
    misappropriation of funds by former employees and falsification of
    documents to the Department of Housing and Urban Development)

7)  Portfolio Properties Seven Associates, A Limited Partnership, dated
    February 24, 1997 (which expresses an unqualified opinion, relies upon the
    report of other auditors and includes an explanatory paragraph relating to
    the Partnership's ability to continue as a going concern)

8)  Spring Bright Limited Partnership, A Limited Partnership, dated February
    22, 1997 (which expresses an unqualified opinion, relies upon the report of
    other auditors and includes an explanatory paragraph relating to the
    Partnership's ability to continue as a going concern)

                                                                   Page 1 of 2

<PAGE>

9)  Village Park II, A Limited Partnership, dated March 21, 1997 (which
    expresses an unqualified opinion and includes explanatory paragraphs
    relating to the Partnership's filing for reorganization under Chapter 11 of
    the United States Bankruptcy Code and the Partnership's deeding its land,
    rental property and substantially all of its assets to the mortgagee in
    lieu of foreclosure on March 21, 1997)

We further consent to the incorporation by reference of such reports in AIMCO's
Registration Statements on Form S-3 (No. 333-26415,  No. 33-98338, No. 333-828,
No. 333-4542,  No. 333-4546, No. 333-08997, No. 333-17431 and No. 333-20755) and
AIMCO's Registration Statements on Form S-8 (No. 333-4550, No. 333-4548 and No.
333-14481), all filed with the Securities and Exchange Commission.





/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia

June 23, 1997













                                                                   Page 2 of 2

<PAGE>

                                 APPENDIX A-96
 

PARTNERSHIP                                                  REPORT DATE
- -----------                                                  -----------------
107-145 West 135th Street Associates                         February 14, 1997
Algonquin Tower Limited Partnership                          February 12, 1997
All Hallows Associates                                       February 6, 1997
Allentown Towne House Limited Partnership                    January 19, 1997
Anglers Manor Associates                                     January 31, 1997
Antioch Apartments, Ltd.                                     February 4, 1997
Arvada House Associates                                      February 7, 1997
Audobon Park Associates                                      January 28, 1997
Baldwin Oaks Elderly, Ltd.                                   January 17, 1997
Baldwin Towers Associates                                    January 23, 1997
Basswood Manor Limited Partnership                           January 31, 1997
Bayview Hunters Point Apartments                             January 17, 1997
Bensalem Gardens Associates                                  February 3, 1997
Berkley Limited Partnership                                  February 8, 1997
Bloomsburg Elderly Associates                                January 13, 1997
Briarwood Apartments                                         January 20, 1997
Brightwood Manor Associates                                  January 24, 1997
Brinton Manor No. 1 Associates                               January 20, 1997
Brinton Towers Associates                                    January 31, 1997
Brookside Apartments Associates                              January 15, 1997
Buena Vista Apartments, Ltd.                                 January 16, 1997
Cabell Associates of Lakeview                                January 28, 1997
California Square Limited Partnership                        January 11, 1997
California Square II Limited Partnership                     January 28, 1997
Campbell Heights Associates                                  January 29, 1997
Canterbury Gardens Associates                                February 5, 1997
Capital Park Limited Partnership                             January 17, 1997
Caroline Arms Limited Partnership                            January 17, 1997
Center Square Associates                                     February 5, 1997
Chapel NDP                                                   February 4, 1997
Clay Courts Associates                                       January 17, 1997
College Heights                                              February 1, 1997
College Park Apartments                                      February 6, 1997
College Park Associates                                      February 7, 1997
Community Developers of High Point                           January 23, 1997
Congress Park Associates II                                  February 11, 1997
Copperwood Limited                                           January 20, 1997
Copperwood II Limited                                        January 21, 1997
Cumberland Court Associates                                  February 1, 1997
Darby Townhouses Associates                                  February 5, 1997
Darbytown Development Associates                             January 24, 1997
Delcar-S, Ltd.                                               January 16, 1997
Delcar-T, Ltd.                                               January 16, 1997
DIP Limited Partnership                                      January 10, 1997
DIP Limited Partnership-II                                   February 13, 1997
DIP Limited Partnership III                                  January 29, 1997
Discovery Limited Partnership                                January 16, 1997
Doral Gardens Associates                                     February 3, 1997

                                      Page 1

<PAGE>
                                 APPENDIX A-96


PARTNERSHIP                                                  REPORT DATE
- -----------                                                  -----------------
Duquesne Associates No. 1                                    January 15, 1997
Edmond Estates Limited Partnership                           January 11, 1997
Elden Limited Partnership                                    January 20, 1997
Fairmeadows Limited Partnership                              January 20, 1997
Fairmont #1 Limited Partnership                              January 30, 1997
Fairmont #2 Limited Partnership                              January 30, 1997
Fairview Homes Associates                                    February 3, 1997
Fairwood Associates                                          February 6, 1997
Federal Square Village                                       January 20, 1997
Field Associates                                             January 23, 1997
Forest Green Limited Partnership                             January 10, 1997
Forest Park Elderly Associates                               February 12, 1997
Forrester Gardens, Ltd.                                      January 23, 1997
Fort Carson Associates                                       January 21, 1997
Franklin Chapel Hill Associates                              February 12, 1997
Franklin Eagle Rock Associates                               February 1, 1997
Franklin Park Limited Partnership                            February 10, 1997
Franklin Ridgewood Associates Limited Partnership and 
  NHP Ridgewood Partners Limited Partnership                 February 15, 1997
Friendset Housing Company                                    February 14, 1997
Frio Housing, Ltd.                                           January 21, 1997
G.W. Carver Limited                                          February 13, 1997
Galion Limited Partnership                                   January 30, 1997
Garfield Hill Associates                                     February 7, 1997
Gateway Village Associates                                   January 17, 1997
Gladys Hampton Houses Associates                             February 8, 1997
Golden Apartments I                                          February 12, 1997
Golden Apartments II                                         February 14, 1997
Grandview Apartments                                         January 15, 1997
Greater Mount Calvary Terrace, Ltd.                          January 21, 1997
Greater Richmond Community Development Corp. I 
   and Associates                                            January 31, 1997
Greater Richmond Community Development Corp. II
   and Associates                                            January 30, 1997
H.R.H. Properties, Ltd.                                      January 17, 1997
Hamilton Heights Associates                                  January 28, 1997
Harold House Limited Partnership                             January 13, 1997
Hatillo Housing Associates                                   February 4, 1997
Hillcrest Green Apartments, Ltd.                             January 25, 1997
Hillside Village Associates                                  January 25, 1997
Hilltop Apartments Associates                                February 12, 1997
Hilltop Limited Partnership                                  January 13, 1997
Hudson Terrace Associates                                    January 31, 1997
Hurbell II Limited Partnership                               January 13, 1997
Hurbell III Limited Partnership                              January 15, 1997
Indian Valley I Limited Partnership                          January 30, 1997
Indian Valley II Limited Partnership                         January 30, 1997
Indian Valley III Limited Partnership                        January 29, 1997
Ingram Square Apartments, Ltd.                               February 6, 1997
Jamestown Village Associates                                 January 22, 1997
 
                                    Page 2

<PAGE>
                                 APPENDIX A-96


PARTNERSHIP                                                  REPORT DATE
- -----------                                                  -----------
Jersey Park Associates                                       February 1, 1997
JFK Associates                                               February 3, 1997
Johnston Square Associates                                   January 20, 1997
Kennedy Homes Limited Partnership                            February 1, 1997
Key Parkway West Associates                                  February 4, 1997
Kimberly Associates Limited Partnership                      January 11, 1997
La Salle Apartments                                          February 10, 1997
La Vista Associates                                          February 10, 1997
Lafayette Manor Associates                                   February 13, 1997
Lafayette Towne Elderly, Ltd.                                January 24, 1997
Lafayette Towne Family, Ltd.                                 January 25, 1997
Lake Forest Apartments                                       January 17, 1997
Las Americas Housing Associates                              February 8, 1997
Lassen Associates                                            January 31, 1997
Laurel Gardens                                               January 27, 1997
Lewisburg Associates                                         January 25, 1997
Lewisburg Elderly Associates                                 January 24, 1997
Lincmar Associates                                           January 29, 1997
Lincoln Park Associates                                      February 5, 1997
Lock Haven Elderly Associates                                February 11, 1997
Lock Haven Gardens Associates                                February 11, 1997
Loring Towers Apartments Limited Partnership                 January 22, 1997
M & P Development Company                                    January 29, 1997
Maple Hill Associates                                        February 9, 1997
Merced Commons I                                             January 10, 1997
Merced Commons II                                            January 27, 1997
Mill Street Associates                                       February 3, 1997
Miramar Housing Associates                                   February 13, 1997
Montblanc Garden Apartments Associates                       January 30, 1997
Montblanc Housing Associates                                 January 27, 1997
Morrisania Towers Housing Company                            January 24, 1997
Moss Gardens Ltd.                                            February 5, 1997
Murphy Blair Associates III                                  February 10, 1997
National Housing Partnership RESI Associates I               February 26, 1997
New Lake Village Apartments                                  January 18, 1997
New West 111th Street Housing Company                        January 27, 1997
Newton Hill Limited Partnership                              January 30, 1997
Northgate Village Limited Partnership                        January 16, 1997
Northlake Terrace Associates                                 January 27, 1997
Northwest Terrace Associates                                 January 31, 1997
Oakland Village Townhouse Associates                         February 10, 1997
One Lytle Place                                              January 29, 1997
One West Conway Associates                                   February 4, 1997
Orange Village Associates                                    January 16, 1997
Palm House Limited Partnership                               January 29, 1997
Park Avenue West I Limited Partnership                       January 30, 1997
Park Avenue West II Limited Partnership                      January 30, 1997
Place One Limited Partnership                                February 7, 1997
Point West Limited Partnership                               January 28, 1997
Portfolio Properties Five Associates                         February 21, 1997
 
                                    Page 3
<PAGE>
                                 APPENDIX A-96


PARTNERSHIP                                                  REPORT DATE
- -----------                                                 ------------
Portfolio Properties Twelve Associates                       February 25, 1997
Portland Plaza Partnership                                   January 31, 1997
Portner Place Associates                                     January 17, 1997
Post Street Associates                                       January 31, 1997
Pueblo Apartments Associates, Ltd.                           January 23, 1997
PW III Associates                                            February 12, 1997
PW IV Associates                                             February 7, 1997
RI-15 Limited Partnership                                    February 5, 1997
Richlieu Associates                                          February 14, 1997
River Front Apartments Limited Partnership                   January 22, 1997
River Woods Associates                                       January 30, 1997
Riverview II Associates                                      January 14, 1997
Rolling Meadows Of Ada, Ltd.                                 January 28, 1997
Ruffin Road Associates                                       January 29, 1997
Rutherford Park Townhouses Associates                        January 10, 1997
San Jose Limited Partnership                                 January 10, 1997
San Juan Del Centro Limited Partnership                      January 17, 1997
Sencit Towne House Limited Partnership                       January 27, 1997
Sherman Terrace Associates                                   February 10, 1997
Shoreview Apartments                                         February 10, 1997
Site 10 Community Alliance Associates                        February 3, 1997
SNI Development Company                                      January 23, 1997
Southmont Apartments                                         February 4, 1997
Southridge Apartments Limited Partnership                    January 10, 1997
Southward Limited Partnership                                January 20, 1997
Spruce Limited Partnership                                   January 31, 1997
Spruce Palm Limited Partnership                              February 26, 1997
Stafford Apartments                                          January 27, 1997
Stock Island Limited Partnership                             February 18, 1997
Storey Manor Associates                                      February 5, 1997
Strawbridge Square Associates Limited Partnership            February 14, 1997
Summersong Townhouses Limited Partnership                    February 5, 1997
Sunrise Associates                                           February 10, 1997
Sunset Plaza Apartments                                      February 5, 1997
Susquehanna View Limited Partnership                         January 16, 1997
Timberlake Apartments Limited Partnership                    February 7, 1997
Timuquana Park Associates                                    January 29, 1997
Town North                                                   January 30, 1997
Townview Towers I Partnership, Ltd.                          February 10, 1997
Treeslope Apartments Associates                              January 27, 1997
Trinity Towers-14th Street Associates, Ltd.                  February 7, 1997
United Handicap Federation Apartment Associates              February 3, 1997
United House Associates                                      February 11, 1997
United Housing Partners-Carbondale, Ltd.                     February 7, 1997
United Redevelopment Associates                              January 27, 1997
University Plaza Associates                                  February 14, 1997
Vantage 78                                                   February 10, 1997
Villa De Guadalupe Associates                                February 6, 1997
Village Circle Apartments, Ltd.                              February 5, 1997
Village Green Limited Partnership                            January 17, 1997
 
                                    Page 4
<PAGE>
                                 APPENDIX A-96


PARTNERSHIP                                                  REPORT DATE
- -----------                                                  -----------
Vistas De San Juan Associates                                January 31, 1997
Waico Apartments Associates                                  February 3, 1997
Waico Phase II Associates                                    January 16, 1997
Walden Oaks Associates                                       January 16, 1997
Walmsley Terrace Associates                                  January 20, 1997
Walnut Hills Associates, Ltd.                                February 12, 1997
Wash-West Properties                                         February 7, 1997
Washington Manor Limited Partnership                         January 14, 1997
Waters Towers Associates                                     January 14, 1997
Whitefield Place, Ltd.                                       February 4, 1997
Wigar, Ltd.                                                  January 20, 1997
Woodmark Limited Partnership                                 January 18, 1997
Yadkin Associates                                            February 10, 1997
 
                                    Page 5
<PAGE>
                                 APPENDIX B-96

 
PARTNERSHIP                                                  REPORT DATE
- -----------                                                  -----------
Central Village Associates                                   January 30, 1997
Cheek Road Limited Partnership                               January 27, 1997
Darby Townhouses Limited Partnership                         February 20, 1997
Doral Limited Partnership                                    February 27, 1997
Esbro Limited Partnership                                    January 22, 1997
Franklin Pheasant Ridge Associates                           January 23, 1997
Franklin Woods Associates Limited Partnership and 
 Woods Mortgage Associates Limited Partnership               February 21, 1997
Green Mountain Manor Limited Partnership                     February 8, 1997
Griffith Limited Partnership                                 January 20, 1997
Gulfway Limited Partnership                                  January 17, 1997
JVL Limited                                                  January 20, 1997
JVL 16 Associates                                            January 14, 1997
JVL 18 Associates                                            January 15, 1997
JVL 19 Associates                                            January 28, 1997
Maple Park East Limited Partnership                          January 30, 1997
Maple Park West Limited Partnership                          February 11, 1997
Mayfair Manor Limited Partnership                            January 21, 1997
Meadowood Apartments-Phase I (Meadowood Associates, Ltd.)    January 11, 1997
Meadowood Apartments-Phase II (Meadowood Associates, Ltd.)   January 10, 1997
Meadowood Associates III, Ltd.                               January 10, 1997
Meadowood Townhouses I Limited Partnership                   February 20, 1997
Meadowood Townhouses III Limited Partnership                 February 19, 1997
Meadows Apartments Limited Partnership                       January 10, 1997
Meadows East Apartments Limited Partnership                  January 16, 1997
Menlo Limited Partnership                                    January 27, 1997
National Housing Partnership Realty Fund IV                  March 10, 1997
New West 111th Street Two Associates                         February 3, 1997
Olde Rivertown Venture                                       February 19, 1997
Park Creek Limited Partnership                               February 13, 1997
Pavilion Associates                                          February 6, 1997
Pershing Waterman Phase I                                    January 30, 1997
Portfolio Properties Two Associates                          February 21, 1997
Portfolio Properties Three Associates                        February 22, 1997
Portfolio Properties Six Associates                          February 24, 1997
Rockwell Limited Partnership                                 January 17, 1997
Royal Towers Limited Partnership                             February 13, 1997
Spring Meadow Limited Partnership                            January 28, 1997
Tinker Creek Limited Partnership                             January 16, 1997
Trinity Apartments                                           January 11, 1997
West Oak Village Limited Partnership                         January 21, 1997
                                   
<PAGE>
                                 APPENDIX C-96
 

PARTNERSHIP                                                  REPORT DATE
- -----------                                                  -----------
National Housing Partnership Realty Fund I                   February 27, 1997
National Housing Partnership Realty Fund Two                 March 3, 1997
National Housing Partnership Realty Fund III                 March 6, 1997
Portfolio Properties Eight Associates                        March 14, 1997
Portfolio Properties Nine Associates                         February 27, 1997
Portfolio Properties Ten Associates                          February 26, 1997
 
                                       

<PAGE>

                        Consent of Anders, Minkler & Diehl LLP
                                           
                                           
We consent to the incorporation by reference in this Current Report on Form 8-K,
filed with the Securities and Exchange Commission by Apartment Investment and
Management Company (AIMCO) of our reports dated February 3, 6, 9, 11, 14, 15 and
20, 1995 with respect to the audits of these Partnerships:

    Pershing Waterman Phase I     (DB I)         Caroline Associates I
    PW III Associates             (DB II)        Columbus Square Associates I
    PW IV Associates              (DB III)       Columbus Square Associates II
    PW V Associates               (DB IV)        Savoy Court Associates
    PW VI Associates              (DB V)         Wigar, Ltd. (Winter Garden)

for the year ended December 31, 1994, and to the inclusion in this Current
Report on Form 8-K of our reports dated February 9, 13 and 20, 1996 with respect
to the audits of the above-mentioned Partnerships for the year ended December
31, 1995.  We further consent to the incorporation by reference of such reports
in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3
(No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 333-4546),
AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548),
AIMCO's Registration Statement on Form S-8 (No. 333-14481), and AIMCO's
Registration Statement on Form S-3 (No. 333-20755) all filed with the Securities
and Exchange Commission.


/S/ Anders, Minkler & Diehl LLP


St. Louis, Missouri
June 23, 1997









<PAGE>

                                                                   

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

                           Consent of Independent Auditors
                                           
                                           
                                           
We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated as referred to 
in Schedule I with respect to the audits referred to in Schedule I for the 
year ended December 31, 1994, and to the inclusion in this Current Report on 
Form 8-K of our reports dated as referred to in Schedule II with respect to 
the audits referred to in Schedule II for the year ended December 31, 1995.  
We further consent to the incorporation by reference of such reports in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (333-828), AIMCO's Registration Statement on Form S-3 
(No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 333-4546), 
AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's 
Registration Statement on Form S-3 (No. 333-17431), AIMCO's Registration 
Statement on Form S-8 (No. 333-4550), AIMCO's Registration Statement on Form 
S-8 (No. 333-4548), AIMCO's Registration Statement on Form S-8 (No. 
333-14481), and AIMCO's Registration Statement on Form S-3 (No. 333-20755) 
all filed with the Securities and Exchange Commission.

                                               /s/ Dauby O'Connor & Zaleski, LLC
June 23, 1997                                  Dauby O'Connor & Zaleski, LLC
Indianapolis, Indiana                          Certified Public Accountants


<PAGE>

                                      SCHEDULE I
                     AUDITS FOR THE YEAR ENDED DECEMBER 31, 1994
                                           
Report Date                            Partnership Name

January 7, 1995                        Brookview Apartments Company Limited
March 13, 1995                         Clover Ridge East Limited Partnership
January 7, 1995                        Colony Apartments Company Limited
January 25, 1995                       East Hampton Limited Partnership
January 25, 1995                       Edgewood II Associates
January 20, 1995                       Fairburn & Gordon Associates, Phase I
January 20, 1995                       Fairburn & Gordon Associates, Phase II
January 30, 1995                       Laing Village
January 25, 1995                       Oakland City/West End Associates, Ltd.
January 30, 1995                       Orangeburg Manor
February 6, 1995, except for Note 8
 which is dated June 9, 1995           Parkways Associates
January 25, 1995                       Pleasant Valley Apartments, Ltd.
January 25, 1995                       Sandy Springs Associates, Ltd.
February 8, 1995                       The Oak Park Partnership
February 6, 1995, except for Note 8
 which is dated June 9, 1995           The Rogers Park Partnership
February 8, 1995                       Tiffany Rehab Associates
January 20, 1995                       Village Green Apartments Company Limited
January 25, 1995                       Vineville Towers Associates, Ltd.
January 20, 1995                       Westgate Apartments

<PAGE>


                                SCHEDULE II
                AUDITS FOR THE YEAR ENDED DECEMBER 31, 1995
                                           
Report Date               Partnership Name

January 19, 1996          Brookview Apartments Company Limited
February 22, 1996         Clover Ridge East Limited Partnership
January 19, 1996          Colony Apartments Company Limited
January 19, 1996          East Hampton Limited Partnership
January 19, 1996          Edgewood II Associates
January 19, 1996          Fairburn & Gordon Associates, Phase I
January 19, 1996          Fairburn & Gordon Associates, Phase II
January 19, 1996          Laing Village
January 19, 1996          Oakland City/West End Associates, Ltd.
January 19, 1996          Orangeburg Manor
January 19, 1996          Pleasant Valley Apartments, Ltd.
January 25, 1996          Sandy Springs Associates, Ltd.
February 22, 1996         Tiffany Rehab Associates
January 19, 1996          Village Green Apartments Company Limited
January 19, 1996          Vineville Towers Associates, Ltd.
January 19, 1996          Westgate Apartments




<PAGE>

                                 [LETTERHEAD]



                       Consent of Edwards Leap & Sauer
 
    We consent to the incorporation by reference in this Current Report on 
Form 8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated February 3, 
February 15, and March 15, 1995 with respect to the audits of IDA Tower, 
Genesee Gardens Associates, and Buffalo Village Associates, respectively, for 
the year ended December 31, 1994, and to the inclusion in this Current Report 
on Form 8-K of our reports dated February 14, February 20, and February 23, 
1996, with respect to the audits of IDA Tower, Genesee Gardens Associates, 
and Buffalo Village Associates, respectively, for the year ended December 31, 
1995, and to the inclusion in this Current Report on Form 8-K of our reports 
dated February 6, February 8, and February 10, 1997, with respect to the 
audits of IDA Tower, Genesee Gardens Associates, and Buffalo Village 
Associates, respectively, for the year ended December 31, 1996. We further 
consent to the incorporation by reference of such reports in AIMCO's 
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration 
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form 
S-3 (333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542), 
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's 
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration 
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form 
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481), and 
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all filed with 
the Securities and Exchange Commission.

/s/ Edwards Leap & Sauer

Edwards Leap & Sauer
Hollidaysburg, Pennsylvania
June 23, 1997


                                       

<PAGE>





                           CONSENT OF INDEPENDENT AUDITORS






We consent to the inclusion in this Current Report on Form 8-K, filed with the
Securities and Exchange Commission by Apartment Investment and Management
Company (AIMCO) of our reports dated March 22, 1996 and March 8, 1997 with
respect to the audits of Franklin Housing Associates and our reports dated March
13, 1996 and February 26, 1997 with respect to the audits of Franklin New York
Avenue Associates for the years ended December 31, 1995 and 1996, respectively. 
We further consent to the incorporation by reference of such reports in AIMCO's
Registration Statement of Form S-3 (No. 333-26415), AIMCO's Registration
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form S-3
(No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542),
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration
Statement on Form S-3 (No. 333-08997), AIMCO's Registation Statement on Form S-3
(No. 333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550),
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on
Form S-3 (No. 333-20755), all filed with the Securities and Exchange Commission.





                                       /s/ Fishbein & Company, P.C.


                                       FISHBEIN & COMPANY, P.C.




Elkins Park, Pennsylvania
June 23, 1997


<PAGE>



                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Chateau Gardens

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 7, 1997 with respect to the 
audit of Chateau Gardens for the year ended December 31, 1996. We further 
consent to the incorporation by reference of such report in AIMCO's 
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration 
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form 
S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542), 
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's 
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration 
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form 
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481), and 
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all filed with 
the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997

<PAGE>



                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Club Apartment Associates

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 5, 1997 with respect to the 
audit of Club Apartment Associates for the year ended December 31, 1996. We 
further consent to the incorporation by reference of such report in AIMCO's 
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration 
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form 
S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542), 
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's 
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration 
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form 
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481), and 
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all filed with 
the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997

<PAGE>

                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Country Villa Associates, L.P.

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 9, 1997 with respect to the 
audit of Country Villa Associates, L.P. for the year ended December 31, 1996. 
We further consent to the incorporation by reference of such report in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form 
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), 
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's 
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration 
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form 
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 
333-20755), all filed with the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997


<PAGE>

                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Countrybrook Associates

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 1, 1997 with respect to the 
audit of Countrybrook Associates for the year ended December 31, 1996. We 
further consent to the incorporation by reference of such report in AIMCO's 
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration 
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form 
S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542), 
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's 
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration 
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form 
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481), and 
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all filed with 
the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997

<PAGE>

                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Cross Creek Limited Partnership

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 1, 1997 with respect to the 
audit of Cross Creek Limited Partnership for the year ended December 31, 
1996. We further consent to the incorporation by reference of such report in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form 
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), 
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's 
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration 
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form 
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 
333-20755), all filed with the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997

<PAGE>

                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Grandland Realty Associates, Ltd.

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 4, 1997 with respect to the 
audit of Grandland Realty Associates, Ltd. for the year ended December 31, 
1996. We further consent to the incorporation by reference of such report in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form 
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), 
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's 
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration 
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form 
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 
333-20755), all filed with the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997

<PAGE>

                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Kemar Townhouse Associates, L.P.

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 3, 1997 with respect to the 
audit of Kemar Townhouse Associates, L.P. for the year ended December 31, 
1996. We further consent to the incorporation by reference of such report in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form 
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), 
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's 
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration 
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form 
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 
333-20755), all filed with the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997

<PAGE>

                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Lakeland East Limited Partnership

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 3, 1997 with respect to the 
audit of Lakeland East Limited Partnership for the year ended December 31, 
1996. We further consent to the incorporation by reference of such report in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form 
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), 
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's 
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration 
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form 
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 
333-20755), all filed with the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997

<PAGE>

                                                        

                      [FREEMAN & VESSILLO, C.P.A., P.C. LETTERHEAD]

NHP Incorporated
8065 Leesburg Pike
Suite 400
Vienna, VA 22182-2738

Re: Marten Manor Realty Associates L.P.

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our report dated February 3, 1997 with respect to the 
audit of Marten Manor Realty Associates L.P. for the year ended December 31, 
1996. We further consent to the incorporation by reference of such report in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form 
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), 
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's 
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration 
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form 
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 
333-20755), all filed with the Securities and Exchange Commission.

                             FREEMAN & VESSILLO, CPA, PC
                             
                             /s/ Freeman & Vesillo,CPA, PC



New York, NY
June 23, 1997


<PAGE>                             [LETTERHEAD]

NHP Incorporated 
8065 Leesburg Pike 
Suite 400 
Vienna, Virginia 22182-2738

Re:  62nd Street Limited Partnership

We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated February 9, 
1997 with respect to the audits of 62nd Street Limited Partnership for the 
years ended December 31, 1996 and 1995, and to the inclusion in this Current 
Report on Form 8-K of our reports dated February 9, 1997 with respect to the 
audits of 62 Street Limited Partnership for the years ended December 31, 1996 
and 1995.  We further consent to the incorporation by reference of such 
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415), 
AIMCO's Registration Statement on AIMCO's Registration Statement on Form S-3 
(No. 33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828), 
AIMCO's Registration Statement on Form S-3 (No. 333-4542), AIMCO's 
Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration 
Statement on Form S-3 (No. 333-08997), AIMCO's Registration Statement on Form 
S-3 (No. 333-17431), AIMCO's Registration Statement on Form S-8 (No. 
333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's 
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration 
Statement on Form S-3 (No. 333-20755), all filed with the Securities and 
Exchange Commission.

/s/ Bruce C. Schiff

Bruce C. Schiff
FRIDUSS, LUKEE, SCHIFF & CO., P.C. 
Certified Public Accountants

Chicago, Illinois 
June 23, 1997

<PAGE>                            [LETTERHEAD]

NHP Incorporated 
8065 Leesburg Pike 
Suite 400 
Vienna, Virginia 22182-2738

Re:  Central Woodlawn Limited Partnership

We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated March 6, 1997 
with respect to the audit of Central Woodlawn Limited Partnership for the 
years ended December 31, 1996 and 1995, and to the inclusion in this Current 
Report on Form 8-K of our reports dated March 6, 1997 with respect to the 
audits of Central Woodlawn Limited Partnership for the years ended December 
31, 1996 and 1995.  We further consent to the incorporation by reference of 
such reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415), 
AIMCO's Registration Statement on AIMCO's Registration Statement on Form S-3 
(No. 33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828), 
AIMCO's Registration Statement on Form S-3 (No. 333-4542), AIMCO's 
Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration 
Statement on Form S-3 (No. 333-08997), AIMCO's Registration Statement on Form 
S-3 (No. 333-17431), AIMCO's Registration Statement on Form S-8 (No. 
333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's 
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration 
Statement on Form S-3 (No. 333-20755), all filed with the Securities and 
Exchange Commission.

/s/ Bruce C. Schiff

Bruce C. Schiff
FRIDUSS, LUKEE, SCHIFF & CO., P.C. 
Certified Public Accountants

Chicago, Illinois 
June 23, 1997

<PAGE>



                 [GEORGE A. HIERONYMUS & COMPANY, L.L.C. LETTERHEAD]



                 Consent of George A. Hieronymus and Company, L.L.C.


We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated as shown in 
Exhibit A with respect to the audits of those entities as shown in Exhibit A 
for the year ended December 31, 1994, and to the inclusion in this current 
report on Form 8-K of our reports dated as shown in Exhibit B with respect to 
the audits of those entities as shown in Exhibit B for the year ended 
December 31, 1995. We further consent to the incorporation by reference of 
such reports in AIMCO's Registration Statement in Form S-3 (No. 333-26415), 
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's 
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration 
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form 
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No. 
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431), 
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's 
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration 
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on 
Form S-3 (333-20755), all filed with the Securities and Exchange Commission.

                                                 

/s/ George A. Hieronymus and Company, L.L.C.
- -------------------------------------
George A. Hieronymus and Company, L.L.C.
Mobile, Alabama
June 23, 1997 


<PAGE>

                                  E X H I B I T   A




Real Estate Partnership                          Report Date
- -----------------------                          -----------

Athens Arms Associates                           January 27, 1995

Colonial Terrace I Associates                    January 27, 1995

Colonial Terrace II Associates                   January 27, 1995
 


<PAGE>

                                  E X H I B I T   B




Real Estate Partnership                          Report Date
- -----------------------                          -----------

Athens Arms Associates                           January 26, 1996

Colonial Terrace I Associates                    January 26, 1996

Colonial Terrace II Associates                   January 26, 1996


<PAGE>


                CONSENT OF GOLDENBERG ROSENTHAL FRIEDLANDER, LLP
 
    We consent to the incorporation by reference in this Current Report on 
Form 8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports with respect to the 
audits of the Partnerships named below for the year ended December 31, 1994, 
and to the inclusion in this Current Report on Form 8-K of our reports with 
respect to the audits of the Partnerships named below for the years ended 
December 31, 1995 and 1996. We further consent to the incorporation by 
reference of such reports in AIMCO's Registration Statement on Form S-3 (No. 
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338), 
AIMCO's Registration Statement on Form S-3 (No. 333-828), AIMCO's 
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration 
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form 
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No. 
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550), 
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's 
Registration Statement on Form S-8 (No. 333-14481) and AIMCO's Registration 
Statement on Form S-3 (No. 333-20755), all filed with the Securities and 
Exchange Commission.
 
<TABLE>
<CAPTION>
                                                                              DATE OF REPORT
                                                                                YEAR ENDED
NAME OF PARTNERSHIP                                                          DECEMBER 31, 1994
- ---------------------------------------------------------------------------  -----------------
<S>                                                                          <C>
Baisley Park Associates (A Limited Partnership)............................        2/03/95
Brunswick Village Limited Partnership......................................        1/23/95
Churchview Gardens Limited Partnership.....................................        1/23/95
Harris Gardens Limited Partnership.........................................        1/23/95
Hawksworth Limited Partnership.............................................        1/21/95
Hollows Associates (A Limited Partnership).................................        2/03/95
Kimberton Apartments Associates (A Limited Partnership)....................        1/18/95
Washington Northgate Limited Partnership...................................        2/03/95
Washington Westgate Limited Partnership....................................        1/18/95
Windsor Apartments Associates (A Limited Partnership)......................        1/18/95
</TABLE>
 
<TABLE>
<CAPTION>
                                                                              DATE OF REPORT
                                                                          YEAR ENDED DECEMBER 31
                                                                          ----------------------
<S>                                                                        <C>        <C>
NAME OF PARTNERSHIP                                                          1995       1996
- -------------------------------------------------------------------------  ---------  ---------

Academy Gardens Associates (A Limited Partnership).......................    3/07/96    1/24/97
Brunswick Village Limited Partnership....................................    1/25/96    1/29/97
Buckingham Hall Associates (A Limited Partnership........................    3/07/96    1/24/97
Churchview Gardens Associates (A Limited Partnership.....................    2/15/96    1/05/97
Churchview Gardens Limited Partnership...................................    1/31/96    1/15/97
Harris Gardens Associates (A Limited Partnership.........................    2/15/96      N/A
Harris Gardens Limited Partnership.......................................    2/01/96      N/A
Hawksworth Gardens Associates (A Limited Partnership.....................    2/15/96      N/A
Hawksworth Limited Partnership...........................................    1/31/96      N/A
Washington Northgate Associates (A Limited Partnership...................    2/15/96      N/A
Washington Northgate Limited Partnership.................................    1/30/96      N/A
Washington Westgate Associates (A Limited Partnership....................    2/15/96      N/A
Washington Westgate Limited Partnership..................................    1/30/96      N/A
</TABLE>

/s/ Goldenberg Rosenthal Friedlander, LLP

Jenkintown, PA 
June 23, 1997
 

<PAGE>

                                 [Letterhead]


We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated, January 13, 
1995, January 19, 1995, January 13, 1995, January 19, 1995, January 13, 1995, 
January 19, 1995, January 11, 1995, January 14, 1995, and January 13, 1995 
with respect to the audits of Franklin Chandler Associates, Haines Associates 
Limited Partnership, King-Bell Associates, Monmouth Associates Limited 
Partnership, Pendleton Riverside Apartments Oreg., Ltd., Penn Hall 
Associates, Rodeo Drive Limited Partnership, South Mountain Terrace, Ltd., 
and Woodland Apartments, Oreg., Ltd. for the year ended December 31, 1994, 
and to the inclusion in this Current Report on Form 8-K of our reports dated 
January 24, 1996, January 19, 1996, January 12, 1996, January 17, 1996, 
January 12, 1996, January 19, 1996, January 12, 1996, January 10, 1996, 
January 12, 1996 with respect to the audits of Franklin Chandler Associates, 
Haines Associates Limited Partnership, King-Bell Associates, Monmouth 
Associates Limited Partnership, Pendleton Riverside Apartments Oreg., Ltd., 
Penn Hall Associates, Rodeo Drive Limited Partnership, South Mountain 
Terrace, Ltd., and Woodland Apartments, Oreg., Ltd. for the year ended 
December 31, 1995, and to the inclusion in this Current Report on Form 8-K of 
our reports dated January 24, 1997, January 24, 1997, January 16, 1997, 
January 24, 1997, January 17, 1997, January 24, 1997, January 15, 1997, 
January 22, 1997, with respect to the audits of Franklin Chandler Associates, 
Haines Associates Limited Partnership, King-Bell Associates, Monmouth 
Associates Limited Partnership, Pendleton Riverside Apartments Oreg., Ltd., 
Penn Hall Associates, Rodeo Drive Limited Partnership, and South Mountain 
Terrace, Ltd., for the year ended December 31, 1996 and our report dated 
November 8, 1996 with respect to the audit of Woodland Apartments, Oreg., 
Ltd. for the eight months and nineteen days ended September 19, 1996.  We 
further consent to the incorporation by reference of such reports in AIMCO's 
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration 
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form 
S-3 (333-828), AIMCO's Registration Statement on Form S-3 (333-4542), AIMCO's 
Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration 
Statement on Form S-3 (333-08997), AIMCO's Registration Statement on Form S-3 
(333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550), 
AIMCO's Registration Statement on Form S-8 (333-4548), AIMCO's Registration 
Statement on Form S-8 (333-14481), and AIMCO's Registration Statement on Form 
S-3 (333-20755), all filed with the Securities and Exchange Commission.

/s/ Hanson, Hunter & Kibbee, P.C.

Portland, Oregon
June 23, 1997


<PAGE>


                                
                          CONSENT OF J. H. COHN LLP

We consent to the incorporation by reference in this Current Report on Form 
8-K, which is being filed with the Securities and Exchange Commission by 
Apartment Investment and Management Company ("AIMCO"), of our report dated 
April 26, 1995 with respect to our audit of the financial statements of 
Marlboro Greens Limited Partnership for the years ended December 31, 1994 and 
1993, and the incorporation by reference of such report in AIMCO's 
Registration Statement on Form S-3 (No. 333-26415), AIMCO's Registration 
Statement on Form S-3 (No. 33-98338), AIMCO's Registration Statement on Form 
S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3 (No. 333-4542), 
AIMCO's Registration Statement on Form S-3 (No. 333-4546), AIMCO's 
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration 
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form 
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 
333-4548), AIMCO's Registration Statement on Form S-8 (No. 333-14481) and 
AIMCO's Registration Statement on Form S-3 (No. 333-20755), all as previously 
filed with the Securities and Exchange Commission.


                                              /s/ J. H. COHN LLP
                                                  ----------------------
                                                  J. H. COHN LLP

Roseland, New Jersey
June 23, 1997


<PAGE>



                            INDEPENDENT AUDITOR'S CONSENT
                                           

We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports with respect to the 
audits of the partnerships listed in Attachment A for the year ended December 
31, 1994, and to the inclusion in this Current Report on Form 8-K of our 
reports with respect to the audits of the partnerships listed in Attachment B 
and Attachment C for the years ended December 31, 1995 and 1996, 
respectively.  We further consent to the incorporation by reference of such 
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415), 
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's 
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration 
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form 
S-3 (No. 333-4546), AIMCO's Registration Statement on Form S-3 (No. 
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431), 
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's 
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration 
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on 
Form S-3 (No. 333-20755), all filed with the Securities and Exchange 
Commission.

/s/ J. A. Plumer & Co., P.A.

J. A. PLUMER & CO., P.A.
Bethesda, Maryland
June 23, 1997

<PAGE>

                                     Attachment A
                  Audit Reports for the Year Ended December 31, 1994
                                           


                                                          Date of
                    Partnership                       Auditor's Report
- -------------------------------------------------     -----------------

630 East Lincoln Avenue Associates                    January 24, 1995
Aspen Stratford Apartments Company B                  January 31, 1995
Aspen Stratford Apartments Company C                  February 1, 1995
Benjamin Banneker Plaza Associates                    January 31, 1995
Brightwood Limited Partnership                        January 10, 1995
Cambridge Heights Apartments, Ltd.                    February 15, 1995
Carter Associates Limited Partnership                 March 4,1995
Cherry Estates                                        January 18, 1995
Christopher Court Housing Company                     January 27, 1995
Concord Houses Associates                             March 7, 1995
Duke Manor Associates                                 February 14, 1995
Elderly Housing Associates Ltd. Partnership           January 25, 1995
Forest Apartments Associates                          February 16, 1995
Gate Manor Apartments, Ltd.                           January 30, 1995
Greenfield Apartments Limited Partnership             January 27, 1995
Greenfield North Apartments Limited Partnership       January 23, 1995
Haili Associates                                      February 6, 1995
Houston Aristocrat Apartments, Ltd.                   January 24, 1995
Kapuna Associates                                     February 6, 1995
Kinloch Urban East Housing                            February 10, 1995
Koolau Housing Associates                             February 6, 1995
Lakeview Arms Associates                              February 2, 1995
Lee-Hy Manor Associates Limited Partnership           February 8, 1995
Locust Park Associates                                February 1, 1995
Loring Towers Associates                              March 3, 1995
Mahoning Associates                                   January 31, 1995
Milliken Apartments Company                           February 1, 1995
Monument Street Limited Partnership                   February 8, 1995
Neighborhoods of the Universities Lock 
   Street Apartments Company                          February 3, 1995
Oak Hollow South Associates                           February 21, 1995
Orchard Mews Associates                               February 15, 1995
Oxford Place Associates                               February 8, 1995
Pittsfield Neighborhood Associates                    March 9, 1995
Prince Street Towers Limited Partnership              February 6, 1995
Sencit-Lebanon Company                                January 20, 1995
St. Nicholas Associates                               February 20, 1995
Tamarac Pines, Ltd.                                   February 18, 1995
Tamarac Pines II, Ltd.                                February 9, 1995
Taunton Green Associates                              March 1, 1995
Taunton II Associates                                 February 24, 1995
Tompkins Terrace Associates                           February 23, 1995
Waipahu Associates                                    February 6, 1995
Washington Chinatown Associates                       February 15, 1995
Woodcrest Apartments, Ltd.                            January 16, 1995
Worcester Episcopal Housing Company                   February 23, 1995    

<PAGE>

                                     Attachment B
                  Audit Reports for the Year Ended December 31, 1995
                                           
                                                     Date of
          Partnership                            Auditor's Report
- ------------------------------------------       -----------------

630 East Lincoln Avenue Associates               January 16, 1996
Aspen Stratford Apartments Company B             February 2, 1996
Aspen Stratford Apartments Company C             January 29, 1996
Baisley Park Associates                          March 29, 1996
Benjamin Banneker Plaza Associates               January 24, 1996
Benton Square, Ltd                               February 18, 1996
Brightwood Limited Partnership                   January 16, 1996
Carter Associates Limited Partnership            March 7, 1996
Cherry Estates                                   February 8, 1996
Christopher Court Housing Company                January 30, 1996
Concord Houses Associates                        March 7, 1996
Duke Manor Associates                            February 12, 1996
Echelon Towers, Ltd.                             December 18, 1995
Elderly Housing Associates Ltd. Partnership      February 7, 1996
Ferncliff Limited Partnership                    March 12, 1996
Forest Apartments Associates                     February 7, 1996
Gate Manor Apartments, Ltd.                      January 23, 1996
Greenfield Limited Partnership                   March 11, 1996
Greenfield Apartments Limited Partnership        January 22, 1996
Greenfield North Apartments Limited Partnership  January 25, 1996
Greenfield North Limited Partnership             March 9, 1996
Haili Associates                                 February 6, 1996
Hollows Associates                               February 22, 1996
Houston Aristocrat Apartments, Ltd.              January 25, 1996
Kapuna Associates                                February 6, 1996
Kimberton Apartments Associates                  February 22, 1996
Kinloch Urban East Housing                       September 13, 1995
Koolau Housing Associates                        February 6, 1996
Lakeview Arms Associates                         February 14, 1996
Lee-Hy Manor Associates Limited Partnership      February 16, 1996
Locust Park Associates                           February 5, 1996
Loring Towers Associates                         March 15, 1996
Mahoning Associates                              February 5, 1996
Milliken Apartments Company                      January 18, 1996
Monument Street Limited Partnership              February 1, 1996
Neighborhoods of the Universities Lock 
   Street Apartments Company                     January 26,1996
Oak Hollow South Associates                      February 19, 1996
Oak Park Limited Partnership                     March 12, 1996
Orchard Mews Associates                          February 14, 1996
Oxford Place Associates                          February 13, 1996
Pittsfield Neighborhood Associates               March 16, 1996
Portfolio Properties Fifteen Associates          March 12, 1996
Portfolio Properties Four Associates             March 11, 1996
Prince Street Towers Limited Partnership         February 12, 1996
Registry Square, Ltd.                            February 16, 1996
Sencit-Atlantic City Company                     February 26, 1996
Sencit-Lebanon Company                           January 2, 1996
St. Nicholas Associates                          February 12, 1996
Tamarac Pines, Ltd.                              February 13, 1996
Tamarac Pines II, Ltd.                           February 13, 1996
Taunton Green Associates                         February 28, 1996
Taunton II Associates                            February 16, 1996
The National Housing Partnership-II              March 14, 1996
Tompkins Terrace Associates                      February 19, 1996
Waipahu Associates                               February 6, 1996
Washington Chinatown Associates                  January 21, 1996
Windsor Apartments Associates                    February 16, 1996
Woodcrest Apartments, Ltd.                       January 19, 1996
Worcester Episcopal Housing Company              February 15, 1996 

<PAGE>

                                     Attachment C
                  Audit Reports for the Year Ended December 31, 1996
                                           

                                                    Date of         
          Partnership                            Auditor's Report        
- --------------------------------------------     -----------------

630 East Lincoln Avenue Associates               January 24, 1997
Aspen Stratford Apartments Company B             February 24, 1997
Aspen Stratford Apartments Company C             February 6, 1997
Athens Arms Associates                           February 12, 1997
Benjamin Banneker Plaza Associates               January 24, 1997
Benton Square, Ltd                               February 21, 1997
Brightwood Limited Partnership                   January 31, 1997
Carter Associates Limited Partnership            February 12, 1997
Christopher Court Housing Company                February 18. 1997
Colonial Terrace I Associates                    February 12, 1997
Colonial Terrace II Associates                   February 12, 1997
Concord Houses Associates                        March 1, 1997
Duke Manor Associates                            February 12, 1997
Elderly Housing Associates Ltd. Partnership      January 24, 1997
Ferncliff Limited Partnership                    March 11, 1997
Forest Apartments Associates                     February 17, 1997
Gate Manor Apartments, Ltd.                      January 31, 1997
Greenfield Limited Partnership                   March 11, 1997
Greenfield Apartments Limited Partnership        January 17, 1997
Greenfield North Apartments Limited Partnership  January 27, 1997
Greenfield North Limited Partnership             March 11, 1997
Haili Associates                                 January 30, 1997
Hollows Associates                               February 19, 1997
Houston Aristocrat Apartments, Ltd.              January 27, 1997
Kapuna Associates                                January 30, 1997
Kimberton Apartments Associates                  February 12, 1997
Koolau Housing Associates                        January 30, 1997
Lakeview Arms Associates                         February 24, 1997
Lee-Hy Manor Associates Limited Partnership      February 16, 1997
Locust Park Associates                           February 22, 1997
Loring Towers Associates                         February 13, 1997
Milliken Apartments Company                      January 13, 1997
Monument Street Limited Partnership              February 7, 1997
Neighborhoods of the Universities Lock 
   Street Apartments Company                     February 4, 1997
Oak Hollow South Associates                      February 14, 1997
Oak Park Limited Partnership                     March 12, 1997
Orchard Mews Associates                          January 14, 1997
Oxford Place Associates                          February 13, 1997
Pittsfield Neighborhood Associates               March 7, 1997
Portfolio Four Associates                        March 11, 1997
Prince Street Towers Limited Partnership         February 10, 1997
Registry Square, Ltd.                            February 21, 1997
Sencit-Lebanon Company                           January 30, 1997
St. Nicholas Associates                          January 29, 1997
Tamarac Pines II, Ltd.                           February 20, 1997
Tamarac Pines, Ltd.                              February 20, 1997
Taunton Green Associates                         February 15, 1997
Taunton II Associates                            February 3, 1997
The National Housing Partnership-II              March 22, 1997
Tompkins Terrace Associates                      February 25, 1997
Waipahu Associates                               January 30, 1997
Washington Chinatown Associates                  January 23, 1997
Windsor Apartments Associates                    February 12, 1997
Woodcrest Apartments, Ltd.                       January 15, 1997
Worcester Episcopal Housing Company              February 5, 1997



<PAGE>




                             AUDITOR'S CONSENT


We consent to the incorporation by reference in this Current Report on Form 8-K,
filed with the Securities and Exchange Commission by Apartment Investment and
Management Company (AIMCO) of our report dated January 19, 1995 with respect to
the audit of Two Bridges Associates for the year ended December 31, 1994, and to
the inclusion in this Current Report on Form 8-K of our report dated January 25,
1996 with respect to the audit of Two Bridges Associates for the year ended
December 31, 1995.  We further consent to the incorporation by reference of such
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3
(No. 333-4542), AIMCO's Registration on Form S-3 (No. 333-4546), AIMCO's
Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548),
AIMCO's Registration Statement on Form S-8 (No. 333-14481), and AIMCO's
Registration Statement on Form S-3 (No. 333-20755), all filed with the
Securities and Exchange Commission.


                            /s/  Marks Shron & Company, LLP
           
                                 Marks Shron & Company, LLP


Great Neck, New York
June 23, 1997



<PAGE>


                                  [LETTERHEAD]

                                 CONSENT LETTER

We consent to the inclusion in this Current Report on Form 8-K, filed with 
the Securities and Exchange Commission by Apartment Investment and Management 
Company (AIMCO) of our reports dated February 8, 1996 and January 16, 1997 
with respect to the audits of Crosland Housing Associates, L.P. for the years 
ended December 31, 1995 and 1996. We further consent to the incorporation by 
reference of such reports in AIMCO's Registration Statement on Form S-3 (No. 
333-26415), AIMCO's Registration Statement on Form S-3 (No. 33-98338), 
AIMCO's Registration Statement on Form S-3 (333-828), AIMCO's Registration 
Statement on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form 
S-3 (No. 333-4546). AIMCO's Registration Statement on Form S-3 (No. 
333-08997), AIMCO's Registration Statement on Form S-3 (No. 333-17431), 
AIMCO's Registration Statement on Form S-8 (No. 333-4550), AIMCO's 
Registration Statement on Form S-8 (No. 333-4548), AIMCO's Registration 
Statement on Form S-8 (No. 333-14481), and AIMCO's Registration Statement on 
Form S-3 (No. 333-20755), all filed with the Securities and Exchange 
Commission.

Very truly yours,

/s/ Andrew P. Prague, CPA

PRAGUE & COMPANY, P.C.
[FORMERLY KNOWN AS PRAGUE & RICHMOND, P.C.]
CERTIFIED PUBLIC ACCOUNTANTS
WELLESLEY, MASSACHUSETTS
JUNE 23, 1997


<PAGE>

                        CONSENT OF REZNICK FEDDER & SILVERMAN

                            _____________________________

We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated as per the 
attached schedule with respect to the audits of the partnerships per the 
attached schedule for the year ended December 31, 1994, and to the inclusion 
in this Current Report on Form 8-K of our reports dated as per the attached 
schedules with respect to the audits of the partnerships per the attached 
schedules for the years ended December 31, 1995 and 1996.  We further consent 
to the incorporation by reference of such report in AIMCO's Registration 
Statement on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form 
S-3 (No. 33-98338), AIMCO's Registration Statement on Form S-3 (No. 333-828), 
AIMCO's Registration Statement on Form S-3 (No. 333-4542), AIMCO's 
Registration Statement on Form S-3 (No. 333-4546), AIMCO's Registration 
Statement on Form S-3 (No. 333-08997), AIMCO's Registration Statement on Form 
S-3 (No. 333-17431), AIMCO's Registration Statement on Form S-8 (No. 
333-4550), AIMCO's Registration Statement on S-8 (No. 333-4548), AIMCO's 
Registration Statement on Form S-8 (No. 333-14481), AIMCO's Registration 
Statement on Form S-3 (No. 333-20755), all filed with theSecurities and 
Exchange Commission.

                                              /s/ Reznick Fedder & Silverman
                                                  REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
June 23, 1997

<PAGE>

                                      ATTACHMENT

                               SCHEDULE OF PARTNERSHIPS


<TABLE>
<CAPTION>

PARTNERSHIP NAME                                           DATED
- ----------------                                           -----
<S>                                                        <C>
Beautiful Village Associates Redevelopment Company         February 8, 1995
Branchwood Towers Limited Partnership                      February 7, 1995
Citrus Park Associates, Ltd.                               January 31, 1995
Community Circle II Limited                                January 26, 1995
Copperstone Limited Partnership                            January 19, 1995
Diakonia Associates Limited Partnership                    January 31, 1995
Easton Terrace I Associates                                January 24, 1995
Easton Terrace II Associates                               February 9, 1995
Eastridge Apartments                                       January 13, 1995
Emory Grove Associates Limited Partnership                 February 6, 1995
First Alexandria Associates                                January 20, 1995
Flatbush NSA Associates                                    January 30, 1995
Franklin Square School Associates                          January 12, 1995
Gates Mill I Limited Partnership                           February 1, 1995
Grosvenor House Associates Limited Partnership             February 10, 1995
Harris Park Limited Partnership                            February 8, 1995
Hollybush Gardens I                                        January 27, 1995
Hollybush Gardens II                                       January 27, 1995
Intown West Associates Limited Partnership                 January 27, 1995
Lake Avenue Associates                                     February 6, 1995
Lake Crossing Limited Partnership                          January 11, 1995
Lakehaven Associates One                                   January 25, 1995
Lakehaven Associates Two                                   January 20, 1995
Linden Court Associates                                    January 30, 1995
Loudoun House Limited Partnership                          February 13, 1995
Monaco Arms Associates I                                   January 30, 1995
Monaco Arms Associates II                                  January 25, 1995
Muske Limited Partnership                                  February 3, 1995
Natick Associates                                          January 31, 1995
Oakcrest Terrace Apartments                                February 8, 1995
Oakwood Limited Partnership                                February 3, 1995
Parkview Associates                                        January 20, 1995
Queenstown Apartments Limited Partnership                  February 9, 1995
Rancho Townhouse Associates                                February 3, 1995
Ruscombe Gardens Limited Partnership                       January 30, 1995
Sencit - Jacksonville Company LTD                          January 14, 1995
Sheffield Associates                                       February 8, 1995
Snap IV Limited Partnership                                January 31, 1995
Tara Bridge Limited Partnership                            January 20, 1995
Twin Towers Associates                                     February 10, 1995
Tyee Associates Limited Partnership                        January 13, 1995
Urbanization Maria Lopez Housing Company                   February 3, 1995
Westminster Associates                                     January 31, 1995
Wollaston Manor Associates                                 January 25, 1995
Woodside Village Limited Partnership                       January 13, 1995

</TABLE>

<PAGE>

                                      ATTACHMENT

                               SCHEDULE OF PARTNERSHIPS


<TABLE>
<CAPTION>

PARTNERSHIP NAME                                           DATED
- ----------------                                           -----
<S>                                                        <C>
Beautiful Village Associates Redevelopment Company         April 3, 1996
Branchwood Towers Limited Partnership                      January 24, 1996
Citrus Park Associates, Ltd.                               January 24, 1996
Community Circle II Limited                                January 25, 1996
Copperstone Limited Partnership                            January 31, 1996
Country Lakes Associates Two                               February 9, 1996
Diakonia Associates Limited Partnership                    August 15, 1995
Easton Terrace I Associates                                January 27, 1996
Eastridge Apartments                                       January 17, 1996
Emory Grove Associates Limited Partnership                 February 12, 1996
First Alexandria Associates                                January 17, 1996
Flatbush NSA Associates                                    January 17, 1996
Franklin Square School Associates                          January 22, 1996
Gates Mill I Limited Partnership                           January 30, 1996
Grosvenor House Associates Limited Partnership             February 9, 1996
Hollybush Gardens I                                        January 24, 1996
Hollybush Gardens II                                       January 24, 1996
Hollywood Gardens                                          January 22, 1996
Intown West Associates Limited Partnership                 February 8, 1996
Lake Avenue Associates                                     February 9, 1996
Lake Crossing Limited Partnership                          January 24, 1996
Lakehaven Associates One                                   January 24, 1996
Lakehaven Associates Two                                   January 27, 1996
Linden Court Associates                                    February 12, 1996
Loudoun House Limited Partnership                          January 31, 1996
Monaco Arms Associates I                                   January 22, 1996
Monaco Arms Associates II                                  January 22, 1996
Muske Limited Partnership                                  February 20, 1996
Natick Associates                                          January 23, 1996
Oakcrest Terrace Apartments                                February 16, 1996
Oakwood Limited Partnership                                February 22, 1996
Parkview Associates                                        January 19, 1996
Queenstown Apartments Limited Partnership                  February 12, 1996
Rancho Townhouse Associates                                February 7, 1996
Ruscombe Gardens Limited Partnership                       January 24, 1996
Sencit - Jacksonville Company LTD                          January 17, 1996
Sencit F/G Metropolitan Associates                         February 21, 1996
Sheffield Associates                                       February 7, 1996
Snap IV Limited Partnership                                February 21, 1996
Twin Towers Associates                                     January 16, 1996
Tyee Associates Limited Partnership                        January 19, 1996
Urbanization Maria Lopez Housing Company                   January 27, 1996
Westminster Associates                                     January 31, 1996
Wollaston Manor Associates                                 January 17, 1996
Woodside Village Limited Partnership                       January 10, 1996
2nd Tier - Copperstone Circle Limited Partnership          February 8, 1996
2nd Tier - Eastridge Limited Partnership                   February 8, 1996
2nd Tier - Emory Grove Associates                          February 22, 1996
2nd Tier - Oakwood-Muskegon Limited Partnership            February 22, 1996

</TABLE>

<PAGE>

                                      ATTACHMENT

                               SCHEDULE OF PARTNERSHIPS


<TABLE>
<CAPTION>

PARTNERSHIP NAME                                           DATED
- ----------------                                           -----
<S>                                                        <C>
Beautiful Village Associates Redevelopment Company         January 29, 1997
Branchwood Towers Limited Partnership                      January 23, 1997
Brookview Apartments Company Limited                       January 30, 1997
Citrus Park Associates, Ltd.                               January 30, 1997
Clover Ridge East Limited Partnership                      January 21, 1997
Colony Apartments Company Limited                          January 20, 1997
Community Circle II Limited                                January 30, 1997
Copperstone Limited Partnership                            January 27, 1997
Country Lakes Associates Two                               February 6, 1997
Diakonia Associates Limited Partnership                    August 13, 1996
East Hampton Limited Partnership                           February 7, 1997
Easton Terrace I Associates                                January 15, 1997
Eastridge Apartments                                       January 17, 1997
Edgewood II Associates                                     January 23, 1997
Emory Grove Associates Limited Partnership                 February 7, 1997
Fairburn and Gordon Associates, Phase I                    January 23, 1997
Fairburn and Gordon Associates, Phase II                   January 23, 1997
First Alexandria Associates                                January 15, 1997
Flatbush NSA Associates                                    January 24, 1997
Franklin Square School Associates                          January 23, 1997
Gates Mill I Limited Partnership                           January 23, 1997
Grosvenor House Associates Limited Partnership             January 22, 1997
Hollywood Gardens                                          January 28, 1997
Intown West Associates Limited Partnership                 February 1, 1997
Laing Village A Limited Partnership                        January 31, 1997
Lake Avenue Associates                                     February 12, 1997
Lake Crossing Limited Partnership                          February 5, 1997
Lakehaven Associates One                                   January 25, 1997
Lakehaven Associates Two                                   January 30, 1997
Linden Court Associates                                    February 6, 1997
Loudoun House Limited Partnership                          January 17, 1997
Monaco Arms Associates I                                   January 28, 1997
Monaco Arms Associates II                                  January 28, 1997
Muske Limited Partnership                                  February 7, 1997
Natick Associates                                          January 10, 1997
Oakcrest Terrace Apartments                                February 10, 1997
Oakland City/West End Associates, Ltd.                     January 31, 1997
Oakwood Limited Partnership                                February 8, 1997
Orangeburg Manor                                           January 20, 1997
Parkview Associates                                        January 29, 1997
Pleasant Valley Apartments, Ltd.                           January 17, 1997
Queenstown Apartments Limited Partnership                  February 7, 1997
Ruscombe Gardens Limited Partnership                       January 31, 1997
Sandy Springs Associates, Ltd.                             January 23, 1997
Sencit - Jacksonville Company LTD                          January 20, 1997
Sencit F/G Metropolitan Associates                         February 5, 1997

</TABLE>

<PAGE>

<TABLE>

<S>                                                        <C>
Tiffany Rehab Associates                                   January 17, 1997
Twin Towers Associates                                     February 5, 1997
Tyee Associates Limited Partnership                        January 17, 1997
Urbanization Maria Lopez Housing Company                   January 22, 1997
Village Green Apartments Company Limited                   January 18, 1997
Vineville Towers Associates, Ltd.                          January 24, 1997
Westgate Apartments                                        February 3, 1997
Westminster Associates                                     January 24, 1997
Wollaston Manor Associates                                 January 31, 1997
Woodside Village Limited Partnership                       January 16, 1997
2nd Tier - Copperston Circle Limited Partnership           March 6, 1997
2nd Tier - Eastridge Limited Partnership                   March 3, 1997
2nd Tier - Emory Grove Associates                          March 4, 1997
2nd Tier - Oakwood-Muskegon Limited Partnership            March 3, 1997

</TABLE>


<PAGE>


                                 [Letterhead]


                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the inclusion in this Current Report on Form 8-K, filed with the
Securities and Exchange Commission by Apartment Investment and Management
Company (AIMCO) of our reports dated, as listed in Appendix 1, with respect to
the audits of the Partnerships listed in Appendix 1 for the years ended December
31, 1995 and 1996.  We further consent to the incorporation by reference of such
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3
(No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 333-4546),
AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548),
AIMCO's Registration Statement on Form S-8 (No. 333-14481), and AIMCO's
Registration Statement on Form S-3 (No. 333-20755), all filed with the
Securities and Exchange Commission. 



/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
June 23, 1997

<PAGE>

                                      APPENDIX 1

Year Ended December 31, 1995
- ----------------------------

Partnership                                                Report Date
- -----------                                                ------------

2900 Van Ness Associates                                   March 1, 1996
7400 Roosevelt Investors                                   February 20, 1996
Ivanhoe Associates Limited Partnership and
  Monroeville Development Corporation                      February 23, 1996
Ridge Carlton Associates Limited Partnership and           February 27, 1996
  Norco Associates                                                        
Norco Associates                                           February 27, 1996
Scotch Associates Limited Partnership and                  February 27, 1996
  Scotch Lane Associates                                                  
Scotch Lane Associates                                     February 27, 1996
Standart Woods Associates Limited Partnership              February 17, 1996

Year Ended December 31, 1996
- ----------------------------

Partnership                                                  Report Date
- -----------                                                  ------------

2900 Van Ness Associates                                   February 12, 1997
7400 Roosevelt Investors                                   February 7, 1997
Fairfax Associates Limited Partnership                     March 3, 1997
Ivanhoe Associates Limited Partnership and                 February 3, 1997
  Monroeville Development Corporation                       (except as to Note
                                                            5, which is as of
                                                            March 17, 1997)
Ridge Carlton Associates Limited Partnership and           January 28, 1997
  Norco Associates                                      
Norco Associates                                           January 28, 1997
River Loft Associates Limited Partnership and              February 4, 1997
  River Loft Apartments Limited Partnership             
River Loft Apartments Limited Partnership                  February 4, 1997
Scotch Associates Limited Partnership and                  January 31, 1997
  Scotch Lane Associates                                  
Scotch Lane Associates                                     January 31, 1997
Standart Woods Associates Limited Partnership              February 18, 1997
Wyntre Brooke Associates                                   February 10, 1997

<PAGE>
 
                                   [Letterhead]


                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the inclusion in this Current Report on Form 8-K, filed with the
Securities and Exchange Commission by Apartment Investment and Management
Company (AIMCO) of our reports (each of which expresses an unqualified opinion
and includes an explanatory paragraph relating to the Partnership's ability to
continue as a going concern) dated, as listed in Appendix 2, with respect to the
audits of the Partnerships listed in Appendix 2 for the years ended December 31,
1995 and 1996.  We further consent to the incorporation by reference of such
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3
(No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 333-4546),
AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548),
AIMCO's Registration Statement on Form S-8 (No. 333-14481), and AIMCO's
Registration Statement on Form S-3 (No. 333-20755), all filed with the
Securities and Exchange Commission.



/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
June 23, 1997

<PAGE>

                                      APPENDIX 2

Year Ended December 31, 1995
- ----------------------------

Partnership                                                Report Date
- -----------                                                ------------

Fairfax Associates Limited Partnership                     February 27, 1996
River Loft Associates Limited Partnership and              February 25, 1996
  River Loft Apartments Limited Partnership                               
River Loft Apartments Limited Partnership                  February 25, 1996
West Lake Arms Limited Partnership                         February 17, 1996
Wyntre Brooke Associates                                   February 17, 1996
                                                            (except as to Note
                                                            11, which is as of
                                                            February 22, 1996)

Year Ended December 31, 1996
- ----------------------------

Partnership                                                Report Date
- -----------                                                ------------

West Lake Arms Limited Partnership                         February 28, 1997
Greater Hartford Associates Limited Partnership and        February 22, 1997
  Connecticut Colony Associates Limited Partnership
Connecticut Colony Associates Limited Partnership          February 22, 1997

<PAGE>


                                    [Letterhead]

                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the inclusion in this Current Report on Form 8-K, filed with the
Securities and Exchange Commission by Apartment Investment and Management
Company (AIMCO) of our reports (each of which expresses an unqualified opinion
and includes an explanatory paragraph noting that the next remarketing date for
the Bonds which finance the Project is to occur on April 1, 1997 at which date a
deferred fee of $925,000 is payable to the issuer of the Letter of Credit that
secures payments on the Bonds) dated, as listed in Appendix 3, with respect to
the audits of the Partnerships listed in Appendix 3 for the year ended December
31, 1995.  We further consent to the incorporation by reference of such reports
in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3
(No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 333-4546),
AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's Registration
Statement on Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (No. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548),
AIMCO's Registration Statement on Form S-8 (No. 333-14481), and AIMCO's
Registration Statement on Form S-3 (No. 333-20755), all filed with the
Securities and Exchange Commission. 



/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
June 23, 1997

<PAGE>

                                     APPENDIX 3

Year Ended December 31, 1995
- ----------------------------

Partnership                                                Report Date
- -----------                                                ------------

Greater Hartford Associates Limited Partnership and        February 27, 1996
  Connecticut Colony Associates Limited Partnership         (except as to Note
                                                            6, which is as of
                                                            April 12, 1996)
Connecticut Colony Associates Limited Partnership          February 27, 1996
                                                            (except as to Note
                                                            6, which is as of
                                                            April 12, 1996)


<PAGE>

                             [Letterhead]

           Consent of Russell, Thompson, Butler & Houston
 
We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated as shown in 
Exhibit A with respect to the audit of those entities as shown in Exhibit A 
for the year ended December 31, 1994, and to the inclusion in this Current 
Report on Form 8-K of our reports dated as shown in Exhibits B and C with 
respect to the audits of those entities as shown in Exhibits B and C for the 
years ended December 31, 1995 and 1996. We further consent to the 
incorporation by reference of such reports in AIMCO's Registration Statement 
on Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No. 
33-98338), AIMCO's Registration Statement on Form S-3 (333-828), AIMCO's 
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration 
Statement on Form S-3 (No. 333-4546), AIMCO's Registration Statement on Form 
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No. 
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550), 
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's 
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration 
Statement on Form S-3 (No. 333-20755), all filed with the Securities and 
Exchange Commission.


                                         /s/ Russell Thompson Butler & Houston
                

 
Mobile, Alabama 
June 23, 1997
 
<PAGE>
                                E X H I B I T  A
 
REAL ESTATE PARTNERSHIP                                    REPORT DATE
- ----------------------------------------------------       ---------------

Housing Assistance of Mt. Dora, Ltd.                       January 7, 1995
Housing Assistance of Orange City, Ltd.                    January 7, 1995
Housing Assistance of Sebring, Ltd.                        January 7, 1995
Housing Assistance of Vero Beach, Ltd.                     January 7, 1995
Lakeview Villas, Ltd.                                      January 7, 1995
Orange City Villas II, Ltd.                                January 7, 1995
Woodside Villas of Arcadia, Ltd.                           January 7, 1995
Grove Park Villas, Ltd.                                    January 7, 1995
Highlands Village II                                       January 7, 1995
Eustis Apartments, Ltd.                                    January 7, 1995
South Hiawassee Village, Ltd.                              January 7, 1995
Parkview Arms Associates I                                 January 13, 1995
Parkview Arms Associates II                                January 13, 1995
Twin Gables Associates                                     January 13, 1995
Miami Elderly Associates                                   January 13, 1995
Crosland Housing Associates                                January 19, 1995
Parkview Apartments, Ltd.                                  January 19, 1995
Chesterfield Housing Associates                            January 19, 1995
Hemingway Housing Associates                               January 19, 1995
McColl Housing Associates                                  January 19, 1995
The Meadows Apartments                                     January 19, 1995
St. George Villas                                          January 19, 1995
Hurbell I Limited Partnership (Holly Oak)                  January 21, 1995
Hurbell IV Limited Partnership (Talladega Downs)           January 21, 1995
Eastcourt Village Partners                                 January 25, 1995
United Housing Partners Cuthbert, Ltd.                     January 27, 1995
United Housing Partners Elmwood, Ltd.                      January 27, 1995
United Housing Partners Morristown, Ltd.                   January 27, 1995
United Housing Partners Welch, Ltd.                        January 27, 1995
Townview Towers I Partnership, Ltd.                        January 27, 1995
VOA-Nicollet Towers Associates                             January 28, 1995
Community Developers of Princeville                        January 30, 1995
Registry Square, Ltd.                                      February 23, 1995
 
<PAGE>
                                E X H I B I T  B
 
REAL ESTATE PARTNERSHIP                                    REPORT DATE
- -----------------------                                    -----------

United Housing Partners Cuthbert, Ltd.                     January 13, 1996
United Housing Partners Elmwood, Ltd.                      January 13, 1996
United Housing Partners Morristown, Ltd.                   January 13, 1996
United Housing Partners Welch, Ltd.                        January 13, 1996
Parkview Apartments, Ltd.                                  January 18, 1996
Chesterfield Housing Associates                            January 18, 1996
Hemingway Housing Associates                               January 18, 1996
McColl Housing Associates                                  January 18, 1996
The Meadows Apartments                                     January 18, 1996
St. George Villas                                          January 18, 1996
Parkview Arms Associates I                                 January 18, 1996
Parkview Arms Associates II                                January 18, 1996
Twin Gables Associates                                     January 18, 1996
Miami Elderly Associates                                   January 18, 1996
Hurbell I Limited Partnership (Holly Oak)                  January 20, 1996
Hurbell IV Limited Partnership (Talladega Downs)           January 20, 1996
Community Developers of Princeville                        January 22, 1996
Eastcourt Village Partners                                 January 23, 1996
VOA-Nicollet Towers Associates                             January 26, 1996
Lake Wales Villas, Ltd.                                    February 3, 1996
Peppertree Village of Avon Park, Ltd.                      February 3, 1996
Housing Assistance of Mt. Dora, Ltd.                       February 3, 1996
Housing Assistance of Orange City, Ltd.                    February 3, 1996
Housing Assistance of Sebring, Ltd.                        February 3, 1996
Housing Assistance of Vero Beach, Ltd.                     February 3, 1996
Lakeview Villas, Ltd.                                      February 3, 1996
Orange City Villas II, Ltd.                                February 3, 1996
Woodside Villas of Arcadia, Ltd.                           February 3, 1996
Grove Park Villas, Ltd.                                    February 3, 1996
Highlands Village II                                       February 3, 1996
Eustis Apartments, Ltd.                                    February 3, 1996
South Hiawassee Village, Ltd.                              February 3, 1996
   
    
<PAGE>
                                E X H I B I T  C
 
REAL ESTATE PARTNERSHIP                                    REPORT DATE
- ----------------------------------------------------       ----------------

United Housing Partners Cuthbert, Ltd.                     January 10, 1997
United Housing Partners Elmwood, Ltd.                      January 10, 1997
United Housing Partners Morristown, Ltd.                   January 10, 1997
United Housing Partners Welch, Ltd.                        January 10, 1997
Community Developers of Princeville                        January 13, 1997
Eastcourt Village Partners                                 January 22, 1997
Parkview Apartments, Ltd.                                  January 23, 1997
Chesterfield Housing Associates                            January 23, 1997
Hemingway Housing Associates                               January 23, 1997
McColl Housing Associates                                  January 23, 1997
The Meadows Apartments                                     January 23, 1997
St. George Villas                                          January 23, 1997
Hurbell I Limited Partnership (Holly Oak)                  January 25, 1997
Hurbell IV Limited Partnership (Talladega Downs)           January 25, 1997
Lake Wales Villas, Ltd.                                    January 31, 1997
Peppertree Village of Avon Park, Ltd.                      January 31, 1997
Housing Assistance of Mt. Dora, Ltd.                       January 31, 1997
Housing Assistance of Orange City, Ltd.                    January 31, 1997
Housing Assistance of Sebring, Ltd.                        January 31, 1997
Housing Assistance of Vero Beach, Ltd.                     January 31, 1997
Lakeview Villas, Ltd.                                      January 31, 1997
Orange City Villas II, Ltd.                                January 31, 1997
Woodside Villas of Arcadia, Ltd.                           January 31, 1997
Grove Park Villas, Ltd.                                    January 31, 1997
Highlands Village II                                       January 31, 1997
Eustis Apartments, Ltd.                                    January 31, 1997
South Hiawassee Village, Ltd.                              January 31, 1997
 

<PAGE>

Sciarabba Walker & Co., LLP
Certified Public Accountants
- -------------------------------------
200 E. BUFFALO STREET-SUITE 402-ITHACA, NY 14850-(607) 272-5550


We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment Investment 
and Management Company (AIMCO) of our reports dated January 24, 1995 with 
respect to the audit of Abbott Associates for the year ended December 31, 
1994, and to the inclusion in this Current Report on Form 8-K of our report 
dated February 6, 1997 with respect to the audits of Abbott Associates for 
the years ended December 31, 1995 and 1996. We further consent to the 
incorporation by reference of such reports in AIMCO's Registration Statement 
of Form S-3 (No. 333-26415), AIMCO's Registration Statement on Form S-3 (No. 
33-98338), AIMCO's Registration Statement on Form S-3 (333-828), AIMCO's 
Registration Statement on Form S-3 (No. 333-4542), AIMCO's Registration 
Statement on Form S-3 (No. 333-4546),  AIMCO's Registration Statement on Form 
S-3 (No. 333-08997), AIMCO's Registration Statement on Form S-3 (No. 
333-17431), AIMCO's Registration Statement on Form S-8 (No. 333-4550), 
AIMCO's Registration Statement on Form S-8 (No. 333-4548), AIMCO's 
Registration Statement on Form S-8 (No. 333-14481), and AIMCO's Registration 
Statement on Form S-3 (No. 333-20755), all filed with the Securities and 
Exchange Commission.

                                       /s/ Sciarabba Walker & Co. LLP
                                       Sciarabba Walker & Co. LLP


Ithaca, New York
June 23, 1997



<PAGE>



                       CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion in this Current Report on Form 8-K, filed with the
Securities and Exchange Commission by Apartment Investment and Management
Company ("AIMCO"), of our reports dated February 14, 1997 with respect to the
audits of the following entities for the period from January 2, 1996 (date of
formation) to December 31, 1996:

NHP Chaparral Associates, L.P.
NHP Country Club Woods Associates, L.P.
NHP Country Club Woods, L.P.
NHP Greenbriar Associates, L.P.
NHP Greenbriar, L.P.
NHP Hessian Hills, L.P.
NHP High River, L.P.
NHP Spring Lake Manor Associates, L.P.
NHP Spring Lake Manor, L.P.
NHP Three Chopt West Associates, L.P.
NHP Town & Country/Country Place Associates, L.P.
NHP Town & Country/Country Place, L.P.
NHP Townhouse Associates, L.P.
NHP Townhouse, L.P.
NHP Twin Gates East, L.P.
NHP Will-O-Wisp Arms, L.P.


We further consent to the incorporation by reference of such reports in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form 
S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), 
AIMCO's Registration Statement on Form S-3 (No. 333-17431), AIMCO's 
Registration Statement on Form S-8 (No. 333-4550), AIMCO's Registration 
Statement on Form S-8 (No. 333-4548), AIMCO's Registration Statement on Form 
S-8 (No. 333-14481), and AIMCO's Registration Statement on Form S-3 (No. 
333-20755), all filed with the Securities and Exchange Commission.

                                  
                                                /s/  Wallace Sanders & Company
                                         
                                                     WALLACE SANDERS & COMPANY


Dallas, Texas
June 23, 1997


<PAGE>


                                [LETTERHEAD]


    June 23, 1997
 
    We consent to the inclusion in this Current Report on Form 8-K, filed with
the Securities and Exchange Commission by Apartment Investment and Management
Company (AIMCO) of our reports with respect to the audits of the listed
partnerships, as included in the attached schedule, for the years ended December
31, 1995 and 1996. We further consent to the incorporation by reference of such
reports in AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration
Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement on Form S-3
(No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 333-4546),
AIMCO's Registration Statement of Form S-3 (No. 333-08997), AIMCO's Registration
Statement of Form S-3 (No. 333-17431), AIMCO's Registration Statement on Form
S-8 (N0. 333-4550), AIMCO's Registration Statement on Form S-8 (No. 333-4548),
AIMCO's Registration Statement on Form S-8 (No. 333-14481), and AIMCO's
Registration Statement on Form S-3 (No. 333-20755).
 
                                   /S/ Warady & Davis LLP
 

<PAGE>

                        SCHEDULE OF AUDIT REPORTS ISSUED
                         BY WARADY & DAVIS LLP FOR NHP
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
 
<TABLE>

<CAPTION>
                                                                          DATE OF YEAR ENDED   DATE OF YEAR ENDED
                                                                          DECEMBER 31, 1995     DECEMBER 31, 1996
NAME OF PARTNERSHIP                                                          AUDIT REPORT         AUDIT REPORT
- -----------------------------------------------------------------------  --------------------  -------------------

<S>                                                                      <C>                   <C>

Church Street Associates                                                 January 30, 1996      February 4, 1997
New Vistas Apartments Associates                                         January 22, 1996      January 24, 1997
New Vistas Apartments                                                                              
   Associates--Phase II                                                  January 19, 1996      February 3, 1997
North Washington Park Partnership                                        January 26, 1996      January 21, 1997
Palmer Square Apartments Associates                                      January 23, 1996      February 3, 1997
Parkways Associates                                                      January 16, 1996      January 28, 1997
Oak Park Partnership                                                     February 6, 1996      January 14, 1997
Rogers Park Partnership                                                  February 14, 1996     January 27, 1997
MRR L.P.                                                                                       January 20, 1997
Central Woodlawn Rehabilitation                                                                    
   Joint Venture                                                                                 March 6, 1997
                                                                                                     
</TABLE>
 
                                       

<PAGE>



                              ZINER & COMPANY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS

    We consent to the incorporation by reference in this Current Report on 
Form 8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our reports dated January 31, 
1995 with respect to the audit of United Front Homes for the year ended 
December 31, 1994, and to the inclusion in this Current Report on Form 8-K of 
our reports dated February 27, 1996, and March 11, 1997 with respect to the 
audit of United Front Homes for the years ended December 31, 1995 and 1996.  
We further consent to the incorporation by reference of such reports in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (333-828), AIMCO's Registration Statement on Form S-3 
(No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 333-4546), 
AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's 
Registration Statement on Form S-3 (No. 333-17431), AIMCO's Registration 
Statement on Form S-8 (No. 333-4550), AIMCO's Registration Statement on Form 
S-8 (No. 333-4548), AIMCO's Registration Statement on Form S-8 (No. 
333-14481), and AIMCO's Registration Statement on Form S-3 (No. 333-20755), 
all filed with the Securities and Exchange Commission.


                                                     /s/ Ziner & Company, P.C.

June 23, 1997


<PAGE>


                       [ZINNER & CO. Letterhead]





We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our report dated January 12, 
1995 with respect to the audit of Vistula Heritage Village for the year ended 
December 31, 1994, and to the inclusion in this Current Report on Form 8-K of 
our reports dated January 16, 1996 and January 13, 1997 with respect to the 
audits of Vistula Heritage Village for the years ended December 31, 1995 and 
1996. We further consent to the incorporation by reference of such reports in 
AIMCO's Registration Statement on Form S-3 (No. 333-26415), AIMCO's 
Registration Statement on Form S-3 (No. 33-98338), AIMCO's Registration 
Statement on Form S-3 (333-828), AIMCO's Registration Statement on Form S-3 
(No. 333-4542), AIMCO's Registration Statement on Form S-3(No. 333-4546), 
AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's 
Registration Statement on Form S-3 (No. 333-17431), AIMCO's Registration 
Statement on Form S-8 (No. 333-4550), AIMCO's Registration Statement on Form 
S-8 (No. 333-4548), AIMCO's Registration Statement on Form S-8 (No. 
333-14481), and AIMCO's Registration Statement on Form S-3 (No. 333-20755), 
all filed with the Securities and Exchange Commission.

/s/Zinner & Co.

Zinner & Co.



Pepper Pike, Ohio
June 23, 1997




<PAGE>

                                                                Exhibit 23.24


                     CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Current Report on Form 
8-K, filed with the Securities and Exchange Commission by Apartment 
Investment and Management Company (AIMCO) of our report dated May 27, 1997 
with respect to the audit of The Bay Club at Aventura for the year ended 
December 31, 1996. We further consent to the incorporation by reference of 
such report in AIMCO's Registration Statement on Form S-3 (No. 333-26415), 
AIMCO's Registration Statement on Form S-3 (No. 33-98338), AIMCO's 
Registration Statement on Form S-3 (No. 333-828), AIMCO's Registration Statement
on Form S-3 (No. 333-4542), AIMCO's Registration Statement on Form S-3 (No. 
333-4546), AIMCO's Registration Statement on Form S-3 (No. 333-08997), AIMCO's 
Registration Statement on Form S-3 (No. 333-17431), AIMCO's Registration 
Statement on Form S-8 (No. 333-4550), AIMCO's Registration Statement on Form 
S-8 (No. 333-4548), AIMCO's Registration Statement on Form S-8 (No. 
333-14481), and AIMCO's Registration Statement on Form S-3 (No. 333-20755), 
all filed with the Securities and Exchange Commission.




                                /s/ Ernst & Young LLP
                               -------------------------------------
                               Ernst & Young LLP

Chicago, Illinois
June 23, 1997



<PAGE>
                            INDEX OF 1994 AUDITORS' REPORTS


* Anders, Minkler & Diehl LLP
         Caroline Associates I
         Columbus Square Associates I
         Columbus Square Associates II
         Pershing Waterman Phase I
         PW III Associates
         PW IV Associates
         PW V Associates
         PW VI Associates
         Savoy Court Associates
         Wigar, Ltd.

  Arthur Andersen LLP
         NHP Incorporated

* Dauby O'Connor & Zaleski, LLC
         Brookview Apartments Company Limited
         Clover Ridge East Limited Partnership
         Colony Apartments Company Limited
         East Hampton Limited Partnership
         Edgewood II Associates
         Fairburn & Gordon Associates, Phase I
         Fairburn & Gordon Associates, Phase II
         Laing Village
         Oakland City/West End Associates, Ltd.
         Orangeburg Manor
         Parkways Associates
         Pleasant Valley Apartments, Ltd.
         Sandy Springs Associates, Ltd.
         The Oak Park Partnership
         The Rogers Park Partnership
         Tiffany Rehab Associates
         Village Green Apartments Company Limited
         Vineville Towers Associates, Ltd.
         Westgate Apartments

* Deloitte & Touche LLP
         107-145 West 135th Street Associates
         Algonquin Tower Limited Partnership
         All Hallows Associates
         Allentown Towne House Limited Partnership
         Anglers Manor Associates
         Antioch Apartments, Ltd.
         Arvada House
         Audobon Park Associates
         Baldwin Oaks Elderly, Ltd.
         Baldwin Towers Associates
         Basswood Manor Limited Partnership
         Bayview Hunters Point Apartments
         Bensalem Gardens Associates
         Berkley Limited Partnership
         Bloomsburg Elderly Associates
         Boynton Beach Limited Partnership
         Briarwood Apartments

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-1

<PAGE>
        
                            INDEX OF 1994 AUDITORS' REPORTS


         Brightwood Manor Associates
         Brinton Manor No. 1 Associates
         Brinton Towers Associates
         Brookside Apartments Associates
         Buena Vista Apartments, Ltd.
         Cabell Associates of Lakeview
         California Square Limited Partnership
         California Square II Limited Partnership
         Campbell Heights Associates
         Canterbury Gardens Associates
         Capital Park Limited Partnership
         Caroline Arms Limited Partnership
         Center Square Associates
         Central Village Associates
         Chapel NDP
         Cheek Road Limited Partnership
         Cheyenne Village Apartments, Ltd.
         Clay Courts Associates
         College Heights
         College Park Apartments
         College Park Associates
         Community Developers of High Point
         Congress Park Associates II
         Copperwood Limited
         Copperwood II Limited
         Cottonwood Apartments
         Cumberland Court Associates
         Cypress Gardens, Limited
         Darby Townhouses Associates
         Darbytown Development Associates
         Delcar-S, Ltd.
         Delcar-T, Ltd.
         DIP Limited Partnership
         DIP Limited Partnership - II
         DIP Limited Partnership - III
         Discovery Limited Partnership
         Doral Gardens Associates
         Duquesne Associates No. 1
         Eastman Associates
         Edmond Estates Limited Partnership
         Elden Limited Partnership
         Elm Creek Limited Partnership
         Esbro Limited Partnership
         Fairmeadows Limited Partnership
         Fairmont #1 Limited Partnership
         Fairmont #2 Limited Partnership
         Fairview Homes Associates
         Fairwood Associates
         Federal Square Village

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-2
<PAGE>

                            INDEX OF 1994 AUDITORS' REPORTS


         Field Associates
         Forest Green Limited Partnership
         Forest Park Elderly Associates
         Forrester Gardens, Ltd.
         Fort Carson Associates
         Foxwood Manor Associates
         Franklin Chapel Hill Associates
         Franklin Eagle Rock Associates
         Franklin Northwoods Associates
         Franklin Park Limited Partnership
         Franklin Pheasant Ridge Associates
         Franklin Ridgewood Associates
         Franklin Woods Associates
         Friendset Housing Company
         Frio Housing, Ltd.
         G. W. Carver Limited
         Galion Limited Partnership
         Garfield Hill Associates
         Gateway Village Associates
         Gladys Hampton Houses Associates
         Golden Apartments I
         Golden Apartments II
         Grandview Apartments
         Greater Mount Calvary Terrace, Ltd.
         Greater Richmond Community Development Corp. I and Associates
         Greater Richmond Community Development Corp. II and Associates
         Green Mountain Manor Limited Partnership
         Griffith Limited Partnership
         Gulfway Limited Partnership
         H.R.H. Properties, Ltd.
         Hamilton Gardens, Ltd.
         Hamilton Heights Associates
         Harold House Limited Partnership
         Hatillo Housing Associates
         Hickory Ridge Associates, Ltd.
         Hillcrest Green Apartments, Ltd.
         Hillside Village Associates
         Hilltop Apartments Associates
         Hilltop Limited Partnership
         Hopkins Renaissance Associates
         Hudson Terrace Associates
         Hurbell II Limited Partnership
         Indian Valley I Limited Partnership
         Indian Valley II Limited Partnership
         Indian Valley III Limited Partnership
         Ingram Square Apartments, Ltd.
         Jamestown Village Associates
         Jersey Park Associates
         JFK Associates
         Johnston Square Associates

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-3


<PAGE>

                            INDEX OF 1994 AUDITORS' REPORTS


         JVL Limited
         JVL 16 Associates
         JVL 18 Associates
         JVL 19 Associates
         Kennedy Homes Limited Partnership
         Kenneth Arms Apartments
         Key Parkway West Associates
         Kimberly Associates Limited Partnership
         Knollcrest Apartments
         La Salle Apartments
         La Vista Associates
         Lafayette Manor Associates
         Lafayette Towne Elderly, Ltd.
         Lafayette Towne Family, Ltd.
         Lake Forest Apartments
         Langenheim Associates
         Las Americas Housing Associates
         Lassen Associates
         Laurel Gardens
         Lewisburg Associates
         Lewisburg Elderly Associates
         Leyden Limited Partnership
         Lincmar Associates
         Lincoln Park Associates
         Lock Haven Elderly Associates
         Lock Haven Gardens Associates
         Loring Towers Apartments Limited Partnership
         M & P Development Company
         Madison Hill Limited Partnership
         Manzanita Arms Apartments
         Maple Hill Associates
         Maple Park East Limited Partnership
         Maple Park West Limited Partnership
         Mayfair Manor Limited Partnership
         Meadowood Apartments - Phase I (Meadowood Associates)
         Meadowood Apartments - Phase II (Meadowood Associates)
         Meadowood Associates III, Ltd.
         Meadows Apartments Limited Partnership
         Meadows East Apartments Limited Partnership
         Menlo Limited Partnership
         Merced Commons I
         Merced Commons II
         Mill Street Associates
         Miramar Housing Associates
         Montblanc Garden Apartments Associates
         Montblanc Housing Associates
         Morrisania Towers Housing Company
         Moss Gardens Ltd.
         Murphy Blair Associates III
         New Lake Village Apartments

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-4


<PAGE>

                            INDEX OF 1994 AUDITORS' REPORTS


         New West 111th Street Housing Company
         New West 111th Street Two Associates
         Newton Hill Limited Partnership
         Northgate Village Limited Partnership
         Northlake Terrace Associates
         Northwest Terrace Associates
         Oakland Village Townhouse Associates
         Ocala Place, Ltd.
         Olde Rivertowne Venture
         One Lytle Place
         One West Conway Associates
         Orange Village Associates
         Overbrook Park, Ltd.
         Palm House Limited Partnership
         Park Avenue West I Limited Partnership
         Park Avenue West II Limited Partnership
         Park Creek Limited Partnership
         Pavillion Associates
         Place One Limited Partnership
         Portland Plaza Partnership
         Portner Place Associates
         Post Street Associates
         Pride Gardens Limited Partnership
         Pueblo Apartments Associates, Ltd.
         Rancho Arms Apartments
         Retirement Manor Associates
         RI-15 Limited Partnership
         Richlieu Associates
         River Front Apartments Limited Partnership
         River Woods Associates
         Riverview II Associates
         Rockwell Limited Partnership
         Rolling Meadows Of Ada, Ltd.
         Royal Towers Limited Partnership
         Ruffin Road Associates
         Rutherford Park Townhouses Associates
         San Jose Limited Partnership
         San Juan Apartments
         San Juan Del Centro Limited Partnership
         Sencit Towne House Limited Partnership
         Sherman Terrace Associates
         Shoreview Apartments
         Site 10 Community Alliance Associates
         Sleepy Hollow Apartments
         SNI Development Company
         Southmont Apartments
         Southridge Apartments Limited Partnership
         Southward Limited Partnership
         Spring Meadow Limited Partnership
         Springfield Limited Partnership

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-5

<PAGE>


                            INDEX OF 1994 AUDITORS' REPORTS

    Spruce Limited Partnership
    Stafford Apartments
    Stock Island Limited Partnership
    Storey Manor Associates
    Strawbridge Square Associates Limited Partnership
    Summersong Townhouses Limited Partnership
    Sunrise Associates
    Sunset Plaza Apartments
    Susquehanna View Limited Partnership
    Timberlake Apartments Limited Partnership
    Timuquana Park Associates
    Tinker Creek Limited Partnership
    Town North
    Treeslope Apartments Associates
    Trinity Apartments
    Trinity Hills Village Apartments
    Trinity Towers - 14th Street Associates, Ltd.
    Tumast Associates
    United Handicap Federation Apartment Associates
    United House Associates
    United Housing Partners - Carbondale, Ltd.
    United Redevelopment Associates
    University Plaza Associates
    Vantage 78
    Verdes Del Oriente
    Villa De Guadalupe Associates
    Village Circle Apartments, Ltd.
    Village Green Limited Partnership
    Village Park II
    Vistas De San Juan Associates
    Waico Apartments Associates
    Waico Phase II Associates
    Walden Oaks Associates
    Walmsley Terrace Associates
    Walnut Hills Associates, Ltd.
    Wash-West Properties
    Washington Manor Limited Partnership
    Waterman Limited Partnership
    Waters Towers Associates
    West Oak Village Limited Partnership
    Whitefield Place, Ltd.
    Woodmark Limited Partnership
    Yadkin Associates

* Edwards Leap & Sauer
    Buffalo Village Associates
    Genessee Gardens Associates
    Ida Tower

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-6

<PAGE>

                            INDEX OF 1994 AUDITORS' REPORTS

* George A. Hieronymus & Company, LLC
    Athen Arms Associates
    Colonial Terrace I Associates
    Colonial Terrace II Associates

* Goldenberg Rosenthal Friedlander, LLP
    Baisley Park Associates
    Brunswick Village Limited Partnership
    Churchview Gardens Limited Partnership
    Harris Gardens Limited Partnership
    Hawksworth Limited Partnership
    Hollows Associates
    Kimberton Apartments Associates
    Washington Northgate Limited Partnership
    Washington Westgate Limited Partnership
    Windsor Apartments Associates

* Hansen, Hunter & Kibbee, P.C.
    Haines Associates Limited Partnership
    King-Bell Associates
    Monmouth Associates Limited Partnership
    Pendleton Riverside Apartments, Oreg., Ltd.
    Penn Hall Associates Limited Partnership
    Rodeo Drive Limited Partnership
    South Mountain Terrace, Ltd.
    Woodland Apartments, Oreg., Ltd.

* J.H. Cohn, LLP
    Marlboro Greens Limited Partnership

* J.A. Plumer & Co., P.A.
    630 East Lincoln Avenue Associates
    Aspen Stratford Apartments Company B
    Aspen Stratford Apartments Company C
    Benjamin Banneker Plaza Associates
    Brightwood Limited Partnership
    Cambridge Heights Apartments, Ltd.
    Carter Associates Limited Partnership
    Cherry Estates
    Christopher Court Housing Company
    Concord House Associates
    Duke Manor Associates
    Elderly Housing Associates Ltd. Partnership
    Forest Apartments Associates
    Gate Manor Apartments, Ltd.
    Greenfield Apartments Limited Partnership
    Greenfield North Apartments Limited Partnership
    Haili Associates
    Houston Aristocrat Apartments, Ltd.
    Kapuna Associates

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-7

<PAGE>

                            INDEX OF 1994 AUDITORS' REPORTS

    Kinloch Urban East Housing
    Koolau Housing Associates
    Lakeview Arms Associates
    Lee-Hy Manor Associates Limited Partnership
    Locust Park Associates
    Loring Towers Associates
    Mahoning Associates
    Milliken Apartments Company
    Monument Street Limited Partnership
    Neighborhoods of the Universities Lock Street Apartments Company
    Oak Hollow South Associates
    Orchard Mews Associates
    Oxford Place Associates
    Pittsfield Neighborhood Associates
    Prince Street Towers Limited Partnership
    Sencit-Lebanon Company
    St. Nicholas Associates
    Tamarac Pines, Ltd.
    Tamarac Pines II, Ltd.
    Taunton Green Associates
    Taunton II Associates
    Tompkins Terrace Associates
    Waipahu Associates
    Washington Chinatown Associates
    Woodcrest Apartments, Ltd.
    Worchester Episcopal Housing Company

* Marks Shron & Company, LLP
    Two Bridges Associates

* Reznick Fedder & Silverman
    Beautiful Village Associates Redevelopment Company
    Branchwood Towers Limited Partnership
    Citrus Park Associates, Ltd.
    Community Circle II Limited
    Copperstone Limited Partnership
    Diakonia Associates Limited Partnership
    Easton Terrace I Associates
    Easton Terrace II Associates
    Eastridge Apartments
    Emory Grove Associates Limited Partnership
    First Alexandria Associates
    Flatbush NSA Associates
    Franklin Square School Associates
    Gates Mill I Limited Partnership
    Grosvenor House Associates Limited Partnership
    Harris Park Limited Partnership
    Hollybush Gardens I
    Hollybush Gardens II
    Intown West Associates Limited Partnership

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-8

<PAGE>

                            INDEX OF 1994 AUDITORS' REPORTS

    Lake Avenue Associates
    Lake Crossing Limited Partnership
    Lakehaven Associates One
    Lakehaven Associates Two
    Linden Court Associates
    Loudoun House Limited Partnership
    Monaco Arms Associates I
    Monaco Arms Associates II
    Muske Limited Partnership
    Natick Associates
    Oakcrest Terrace Apartments
    Oakwood Limited Partnership
    Parkview Associates
    Queenstown Apartments Limited Partnership
    Rancho Townhouse Associates
    Ruscombe Gardens Limited Partnership
    Sencit-Jacksonville Company LTD
    Sheffield Associates
    Snap IV Limited Partnership
    Tara Bridge Limited Partnership
    Twin Towers Associates
    Tyee Associates Limited Partnership
    Urbanization Maria Lopez Housing Company
    Westminster Associates
    Wollaston Manor Associates
    Woodside Village Limited Partnership

* Russell Thompson Butler & Houston
    Chesterfield Housing Associates
    Community Developers Of Princeville
    Crosland Housing Associates
    Eastcourt Village Partners
    Eustis Apartments, Ltd.
    Grove Park Villas, Ltd.
    Hemingway Housing Associates
    Highlands Village II
    Housing Assistance of Mt. Dora, Ltd.
    Housing Assistance of Orange City, Ltd.
    Housing Assistance of Sebring, Ltd.
    Housing Assistance of Vero Beach, Ltd.
    Hurbell I Limited Partnership
    Hurbell IV Limited Partnership
    Lakeview Villas, Ltd.
    Mccoll Housing Associates
    Miami Elderly Associates
    Orange City Villas II, Ltd.
    Parkview Apartments, Ltd.
    Parkview Arms Associates I
    Parkview Arms Associates II
    Registry Square, Ltd.

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-9

<PAGE>

                            INDEX OF 1994 AUDITORS' REPORTS

    South Hiawassee Village, Ltd.
    St. George Villas
    The Meadows Apartments
    Townview Towers I Partnership, Ltd.
    Twin Gables Associates
    United Housing Partners Cuthbert, Ltd.
    United Housing Partners Elmwood, Ltd.
    United Housing Partners Morristown, Ltd.
    United Housing Partners Welch, Ltd.
    VOA-Nicollet Towers Associates
    Woodside Villas of Arcadia, Ltd.

- --------------------
* Incorporated by reference to Exhibit 99 to the Registration Statement on 
Form S-1 (File No. 33-93110) of NHP Incorporated.

                                      F-10


<PAGE>

                       INDEX OF 1995 AUDITORS' REPORTS

Anders, Minkler & Diehl
                                   CAROLINE ASSOCIATES I
                                   COLUMBUS SQUARE ASSOCIATES I
                                   COLUMBUS SQUARE ASSOCIATES II 
                                   PERSHING WATERMAN PHASE I
                                   PW III ASSOCIATES
                                   PW IV ASSOCIATES
                                   PW V ASSOCIATES
                                   PW VI ASSOCIATES
                                   SAVOY COURT ASSOCIATES
                                   WIGAR, LTD.

Dauby, O'Connor, and Zaleski
                                   BROOKVIEW APARTMENTS COMPANY LIMITED
                                   CLOVER RIDGE EAST LIMITED PARTNERSHIP
                                   COLONY APARTMENTS COMPANY LIMITED
                                   EAST HAMPTON LIMITED PARTNERSHIP
                                   EDGEWOOD II ASSOCIATES
                                   FAIRBURN & GORDON ASSOCIATES, PHASE I
                                   FAIRBURN & GORDON ASSOCIATES, PHASE II
                                   LAING VILLAGE
                                   OAKLAND CITY/WEST END ASSOCIATES, LTD.
                                   ORANGEBURG MANOR
                                   PLEASANT VALLEY APARTMENTS, LTD.
                                   SANDY SPRINGS ASSOCIATES, LTD.
                                   TIFFANY REHAB ASSOCIATES
                                   VILLAGE GREEN APARTMENTS COMPANY LIMITED
                                   VINEVILLE TOWERS ASSOCIATES, LTD.
                                   WESTGATE APARTMENTS
Deloitte and Touche LLP
                                   107-145 WEST 135TH STREET ASSOCIATES
                                   ALGONQUIN TOWER LIMITED PARTNERSHIP
                                   ALL HALLOWS ASSOCIATES
                                   ALLENTOWN TOWNE HOUSE LIMITED PARTNERSHIP
                                   ANGLERS MANOR ASSOCIATES
                                   ANTIOCH APARTMENTS, LTD.
                                   ARVADA HOUSE ASSOCIATES
                                   AUDOBON PARK ASSOCIATES
                                   BALDWIN OAKS ELDERLY, LTD.
                                   BALDWIN TOWERS ASSOCIATES
                                   BASSWOOD MANOR LIMITED PARTNERSHIP
                                   BAYVIEW HUNTERS POINT APARTMENTS
                                   BENSALEM GARDENS ASSOCIATES
                                   BERKLEY LIMITED PARTNERSHIP
                                   BLOOMSBURG ELDERLY ASSOCIATES
                                   BRIARWOOD APARTMENTS
                                   BRIGHTWOOD MANOR ASSOCIATES
                                   BRINTON MANOR NO. 1 ASSOCIATES
                                   BRINTON TOWERS ASSOCIATES
                                   BROOKSIDE APARTMENTS ASSOCIATES
                                   BUENA VISTA APARTMENTS, LTD.
                                   CABELL ASSOCIATES OF LAKEVIEW
                                   CALIFORNIA SQUARE II LIMITED PARTNERSHIP
                                   CALIFORNIA SQUARE LIMITED PARTNERSHIP
                                   CAMPBELL HEIGHTS ASSOCIATES
                                   CANTERBURY GARDENS ASSOCIATES
                                   CAPITAL PARK LIMITED PARTNERSHIP
                                   CAROLINE ARMS LIMITED PARTNERSHIP
                                   CENTER SQUARE ASSOCIATES
                                   CENTRAL VILLAGE ASSOCIATES
                                   CHAPEL NDP

                                   Page 1

<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS

                                   CHEEK ROAD LIMITED PARTNERSHIP
                                   CLAY COURTS ASSOCIATES
                                   COLLEGE HEIGHTS
                                   COLLEGE PARK APARTMENTS
                                   COLLEGE PARK ASSOCIATES
                                   COMMUNITY DEVELOPERS OF HIGH POINT
                                   CONGRESS PARK ASSOCIATES II
                                   COPPERWOOD II LIMITED
                                   COPPERWOOD LIMITED
                                   CUMBERLAND COURT ASSOCIATES
                                   CYPRESS GARDENS, LIMITED
                                   DARBY TOWNHOUSES ASSOCIATES
                                   DARBY TOWNHOUSES LIMITED PARTNERSHIP
                                   DARBYTOWN DEVELOPMENT ASSOCIATES
                                   DELCAR-S, LTD.
                                   DELCAR-T, LTD.
                                   DIP LIMITED PARTNERSHIP
                                   DIP LIMITED PARTNERSHIP--II
                                   DIP LIMITED PARTNERSHIP--III
                                   DISCOVERY LIMITED PARTNERSHIP
                                   DORAL GARDENS ASSOCIATES
                                   DORAL LIMITED PARTNERSHIP
                                   DUQUESNE ASSOCIATES NO. 1
                                   EASTMAN ASSOCIATES
                                   EDMOND ESTATES LIMITED PARTNERSHIP
                                   ELDEN LIMITED PARTNERSHIP
                                   ESBRO LIMITED PARTNERSHIP
                                   FAIRMEADOWS LIMITED PARTNERSHIP
                                   FAIRMONT #1 LIMITED PARTNERSHIP
                                   FAIRMONT #2 LIMITED PARTNERSHIP
                                   FAIRVIEW HOMES ASSOCIATES
                                   FAIRWOOD ASSOCIATES
                                   FEDERAL SQUARE VILLAGE
                                   FIELD ASSOCIATES
                                   FOREST GREEN LIMITED PARTNERSHIP
                                   FOREST PARK ELDERLY ASSOCIATES
                                   FORRESTER GARDENS, LTD.
                                   FORT CARSON ASSOCIATES
                                   FOXWOOD MANOR ASSOCIATES
                                   FRANKLIN CHAPEL HILL ASSOCIATES
                                   FRANKLIN EAGLE ROCK ASSOCIATES
                                   FRANKLIN PARK LIMITED PARTNERSHIP
                                   FRANKLIN PHEASANT RIDGE ASSOCIATES
                                   FRANKLIN RIDGEWOOD ASSOCIATES
                                   FRANKLIN WOODS ASSOCIATES
                                   FRIENDSET HOUSING COMPANY
                                   FRIO HOUSING, LTD.
                                   G.W. CARVER LIMITED
                                   GALION LIMITED PARTNERSHIP
                                   GARFIELD HILL ASSOCIATES
                                   GATEWAY VILLAGE ASSOCIATES
                                   GLADYS HAMPTON HOUSES ASSOCIATES
                                   GOLDEN APARTMENTS I
                                   GOLDEN APARTMENTS II
                                   GRANDVIEW APARTMENTS
                                   GREATER MOUNT CALVARY TERRACE, LTD.
                                   GREATER RICHMOND COMMUNITY DEVELOPMENT 
                                     CORP. I AND ASSOCIATES
                                   GREATER RICHMOND COMMUNITY DEVELOPMENT
                                     CORP. II AND ASSOCIATES
                                   GREEN MOUNTAIN MANOR LIMITED PARTNERSHIP
                                   GRIFFITH LIMITED PARTNERSHIP
                                   GULFWAY LIMITED PARTNERSHIP
                                   H.R.H. PROPERTIES, LTD.
                                   HAMILTON GARDENS, LTD.
                                   HAMILTON HEIGHTS ASSOCIATES
                                   HAROLD HOUSE LIMITED PARTNERSHIP

                                   Page 2

<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS
                                   
                                   HATILLO HOUSING ASSOCIATES
                                   HICKORY RIDGE ASSOCIATES, LTD.
                                   HILLCREST GREEN APARTMENTS, LTD.
                                   HILLSIDE VILLAGE ASSOCIATES
                                   HILLTOP APARTMENTS ASSOCIATES
                                   HILLTOP LIMITED PARTNERSHIP
                                   HOPKINS RENAISSANCE ASSOCIATES
                                   HUDSON TERRACE ASSOCIATES
                                   HURBELL II LIMITED PARTNERSHIP
                                   HURBELL III LIMITED PARTNERSHIP
                                   INDIAN VALLEY I LIMITED PARTNERSHIP
                                   INDIAN VALLEY II LIMITED PARTNERSHIP
                                   INDIAN VALLEY III LIMITED PARTNERSHIP
                                   INGRAM SQUARE APARTMENTS, LTD.
                                   JAMESTOWN VILLAGE ASSOCIATES
                                   JERSEY PARK ASSOCIATES
                                   JFK ASSOCIATES
                                   JOHNSTON SQUARE ASSOCIATES
                                   JVL 16 ASSOCIATES
                                   JVL 18 ASSOCIATES
                                   JVL 19 ASSOCIATES
                                   JVL LIMITED
                                   KENNEDY HOMES LIMITED PARTNERSHIP
                                   KEY PARKWAY WEST ASSOCIATES
                                   KIMBERLY ASSOCIATES LIMITED PARTNERSHIP
                                   LA SALLE APARTMENTS
                                   LA VISTA ASSOCIATES
                                   LAFAYETTE MANOR ASSOCIATES
                                   LAFAYETTE TOWNE ELDERLY, LTD.
                                   LAFAYETTE TOWNE FAMILY, LTD.
                                   LAKE FOREST APARTMENTS
                                   LANGENHEIM ASSOCIATES
                                   LAS AMERICAS HOUSING ASSOCIATES
                                   LASSEN ASSOCIATES
                                   LAUREL GARDENS
                                   LEWISBURG ASSOCIATES
                                   LEWISBURG ELDERLY ASSOCIATES
                                   LEYDEN LIMITED PARTNERSHIP
                                   LINCMAR ASSOCIATES
                                   LINCOLN PARK ASSOCIATES
                                   LOCK HAVEN ELDERLY ASSOCIATES
                                   LOCK HAVEN GARDENS ASSOCIATES
                                   LORING TOWERS APARTMENTS LIMITED PARTNERSHIP
                                   M&P DEVELOPMENT COMPANY
                                   MAPLE HILL ASSOCIATES
                                   MAPLE PARK EAST LIMITED PARTNERSHIP
                                   MAPLE PARK WEST LIMITED PARTNERSHIP
                                   MAYFAIR MANOR LIMITED PARTNERSHIP
                                   MEADOWOOD APARTMENTS--PHASE I 
                                     (MEADOWOOD ASSOCIATES)
                                   MEADOWOOD APARTMENTS--PHASE II 
                                     (MEADOWOOD ASSOCIATES)
                                   MEADOWOOD ASSOCIATES III, LTD.
                                   MEADOWOOD TOWNHOUSES I LIMITED PARTNERSHIP
                                   MEADOWOOD TOWNHOUSES III LIMITED PARTNERSHIP
                                   MEADOWS APARTMENTS LIMITED PARTNERSHIP
                                   MEADOWS EAST APARTMENTS LIMITED PARTNERSHIP
                                   MENLO LIMITED PARTNERSHIP
                                   MERCED COMMONS I
                                   MERCED COMMONS II
                                   MILL STREET ASSOCIATES
                                   MIRAMAR HOUSING ASSOCIATES
                                   MONTBLANC GARDEN APARTMENTS ASSOCIATES
                                   MONTBLANC HOUSING ASSOCIATES
                                   MORRISANIA TOWERS HOUSING COMPANY
                                   MOSS GARDENS LTD.

                                   Page 3

<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS

                                   MURPHY BLAIR ASSOCIATES III
                                   NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                                   NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                                   NATIONAL HOUSING PARTNERSHIP REALTY FUND IV
                                   NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                                   NATIONAL HOUSING PARTNERSHIP RESI 
                                     ASSOCIATES I
                                   NEW LAKE VILLAGE APARTMENTS
                                   NEW WEST 111TH STREET HOUSING COMPANY
                                   NEW WEST 111TH STREET TWO ASSOCIATES
                                   NEWTON HILL LIMITED PARTNERSHIP
                                   NORTHGATE VILLAGE LIMITED PARTNERSHIP
                                   NORTHLAKE TERRACE ASSOCIATES
                                   NORTHWEST TERRACE ASSOCIATES
                                   OAKLAND VILLAGE TOWNHOUSE ASSOCIATES
                                   OCALA PLACE, LTD.
                                   OLDE RIVERTOWN VENTURE
                                   ONE LYTLE PLACE
                                   ONE WEST CONWAY ASSOCIATES
                                   ORANGE VILLAGE ASSOCIATES
                                   PALM HOUSE LIMITED PARTNERSHIP
                                   PARK AVENUE WEST I LIMITED PARTNERSHIP
                                   PARK AVENUE WEST II LIMITED PARTNERSHIP
                                   PARK CREEK LIMITED PARTNERSHIP
                                   PAVILION ASSOCIATES
                                   PLACE ONE LIMITED PARTNERSHIP
                                   POINT WEST LIMITED PARTNERSHIP
                                   PORTFOLIO PROPERTIES EIGHT ASSOCIATES
                                   PORTFOLIO PROPERTIES FIVE ASSOCIATES
                                   PORTFOLIO PROPERTIES NINE ASSOCIATES
                                   PORTFOLIO PROPERTIES SEVEN ASSOCIATES
                                   PORTFOLIO PROPERTIES SIX ASSOCIATES
                                   PORTFOLIO PROPERTIES TEN ASSOCIATES
                                   PORTFOLIO PROPERTIES THREE ASSOCIATES
                                   PORTFOLIO PROPERTIES TWELVE ASSOCIATES
                                   PORTFOLIO PROPERTIES TWO ASSOCIATES
                                   PORTLAND PLAZA PARTNERSHIP
                                   PORTNER PLACE ASSOCIATES
                                   POST STREET ASSOCIATES
                                   PUEBLO APARTMENTS ASSOCIATES, LTD.
                                   RETIREMENT MANOR ASSOCIATES
                                   RI-15 LIMITED PARTNERSHIP
                                   RICHLIEU ASSOCIATES
                                   RIVER FRONT APARTMENTS LIMITED PARTNERSHIP
                                   RIVER WOODS ASSOCIATES
                                   RIVERVIEW II ASSOCIATES
                                   ROCKWELL LIMITED PARTNERSHIP
                                   ROLLING MEADOWS OF ADA, LTD.
                                   ROYAL TOWERS LIMITED PARTNERSHIP
                                   RUFFIN ROAD ASSOCIATES
                                   RUTHERFORD PARK TOWNHOUSES ASSOCIATES
                                   SAN JOSE LIMITED PARTNERSHIP
                                   SAN JUAN DEL CENTRO LIMITED PARTNERSHIP
                                   SENCIT TOWNE HOUSE LIMITED PARTNERSHIP
                                   SHERMAN TERRACE ASSOCIATES
                                   SHOREVIEW APARTMENTS
                                   SITE 10 COMMUNITY ALLIANCE ASSOCIATES
                                   SNI DEVELOPMENT COMPANY
                                   SOUTHMONT APARTMENTS
                                   SOUTHRIDGE APARTMENTS LIMITED PARTNERSHIP
                                   SOUTHWARD LIMITED PARTNERSHIP
                                   SPRING BRIGHT LIMITED PARTNERSHIP
                                   SPRING MEADOW LIMITED PARTNERSHIP
                                   SPRUCE LIMITED PARTNERSHIP
                                   SPRUCE PALM LIMITED PARTNERSHIP
                                   STAFFORD APARTMENTS

                                   Page 4

<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS

                                   STOCK ISLAND LIMITED PARTNERSHIP
                                   STOREY MANOR ASSOCIATES
                                   STRAWBRIDGE SQUARE ASSOCIATES LIMITED 
                                     PARTNERSHIP
                                   SUMMERSONG TOWNHOUSES LIMITED PARTNERSHIP
                                   SUNRISE ASSOCIATES
                                   SUNSET PLAZA APARTMENTS
                                   SUSQUEHANNA VIEW LIMITED PARTNERSHIP
                                   TIMBERLAKE APARTMENTS LIMITED PARTNERSHIP
                                   TIMUQUANA PARK ASSOCIATES
                                   TINKER CREEK LIMITED PARTNERSHIP
                                   TOWN NORTH
                                   TOWNVIEW TOWERS I PARTNERSHIP, LTD.
                                   TREESLOPE APARTMENTS ASSOCIATES
                                   TRINITY APARTMENTS
                                   TRINITY TOWERS-14TH STREET ASSOCIATES, LTD.
                                   UNITED HANDICAP FEDERATION APARTMENT 
                                     ASSOCIATES
                                   UNITED HOUSE ASSOCIATES
                                   UNITED HOUSING PARTNERS--CARBONDALE, LTD.
                                   UNITED REDEVELOPMENT ASSOCIATES
                                   UNIVERSITY PLAZA ASSOCIATES
                                   VANTAGE '78
                                   VILLA DE GUADALUPE ASSOCIATES
                                   VILLAGE CIRCLE APARTMENTS, LTD.
                                   VILLAGE GREEN LIMITED PARTNERSHIP
                                   VILLAGE PARK II
                                   VISTAS DE SAN JUAN ASSOCIATES
                                   WAICO APARTMENTS ASSOCIATES
                                   WAICO PHASE II ASSOCIATES
                                   WALDEN OAKS ASSOCIATES
                                   WALMSLEY TERRACE ASSOCIATES
                                   WALNUT HILLS ASSOCIATES, LTD.
                                   WASH-WEST PROPERTIES
                                   WASHINGTON MANOR LIMITED PARTNERSHIP
                                   WATERS TOWERS ASSOCIATES
                                   WEST OAK VILLAGE LIMITED PARTNERSHIP
                                   WHITEFIELD PLACE, LTD.
                                   WOODMARK LIMITED PARTNERSHIP
                                   YADKIN ASSOCIATES

Edwards Leap & Sauer
                                   BUFFALO VILLAGE ASSOCIATES
                                   GENESSEE GARDENS ASSOCIATES
                                   IDA TOWER

Fishbein & Company, P.C
                                   FRANKLIN HOUSING ASSOCIATES
                                   FRANKLIN NEW YORK AVENUE ASSOCIATES

Friduss, Lukee, Schiff & 
  Co., P.C.
                                   62ND STREET LIMITED PARTNERSHIP
                                   CENTRAL WOODLAWN LIMITED PARTNERSHIP

George A. Hieronymus & Company
                                   ATHEN ARMS ASSOCIATES
                                   COLONIAL TERRACE I ASSOCIATES
                                   COLONIAL TERRACE II ASSOCIATES

Goldenberg Rosenthal
  Friedlander
                                   ACADEMY GARDEN ASSOCIATES
                                   BRUNSWICK VILLAGE LIMITED PARTNERSHIP
                                   BUCKINGHAM HALL ASSOCIATES
                                   CHURCHVIEW GARDENS ASSOCIATES
                                   CHURCHVIEW GARDENS LIMITED PARTNERSHIP
                                   HARRIS GARDENS ASSOCIATES
                                   HARRIS GARDENS LIMITED PARTNERSHIP


                                   Page 5

<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS


                                   HAWKSWORTH GARDENS ASSOCIATES
                                   HAWKSWORTH LIMITED PARTNERSHIP
                                   WASHINGTON NORTHGATE ASSOCIATES
                                   WASHINGTON NORTHGATE LIMITED PARTNERSHIP
                                   WASHINGTON WESTGATE ASSOCIATES
                                   WASHINGTON WESTGATE LIMITED PARTNERSHIP
                                  
Hansen, Hunter & Kibbee, P.C.
                                   FRANKLIN CHANDLER ASSOCIATES
                                   HAINES ASSOCIATES LIMITED PARTNERSHIP
                                   KING-BELL ASSOCIATES
                                   MONMOUTH ASSOCIATES LIMITED PARTNERSHIP
                                   PENDLETON RIVERSIDE APARTMENTS OREG., LTD.
                                   PENN HALL ASSOCIATES LIMITED PARTNERSHIP
                                   RODEO DRIVE LIMITED PARTNERSHIP
                                   SOUTH MOUNTAIN TERRACE, LTD.
                                   WOODLAND APARTMENTS, OREG., LTD.

J.A. Plumer & Co.
                                   630 EAST LINCOLN AVENUE ASSOCIATES
                                   ASPEN STRATFORD APARTMENTS COMPANY B
                                   ASPEN STRATFORD APARTMENTS COMPANY C
                                   BENJAMIN BANNEKER PLAZA ASSOCIATES
                                   BENTON SQUARE, LTD.
                                   BRIGHTWOOD LIMITED PARTNERSHIP
                                   CARTER ASSOCIATES LIMITED PARTNERSHIP
                                   CHERRY ESTATES
                                   CHRISTOPHER COURT HOUSING COMPANY
                                   CONCORD HOUSES ASSOCIATES
                                   DUKE MANOR ASSOCIATES
                                   ELDERLY HOUSING ASSOCIATES LTD. PARTNERSHIP
                                   FERNCLIFF LIMITED PARTNERSHIP
                                   FOREST APARTMENTS ASSOCIATES
                                   GATE MANOR APARTMENTS, LTD.
                                   GREENFIELD APARTMENTS LIMITED PARTNERSHIP
                                   GREENFIELD LIMITED PARTNERSHIP
                                   GREENFIELD NORTH APARTMENTS LIMITED 
                                     PARTNERSHIP
                                   GREENFIELD NORTH LIMITED PARTNERSHIP
                                   HAILI ASSOCIATES
                                   HOLLOWS ASSOCIATES
                                   HOUSTON ARISTOCRAT APARTMENTS, LTD.
                                   KAPUNA ASSOCIATES
                                   KIMBERTON APARTMENTS ASSOCIATES
                                   KOOLAU HOUSING ASSOCIATES
                                   LAKEVIEW ARMS ASSOCIATES
                                   LEE-HY MANOR ASSOCIATES LIMITED PARTNERSHIP
                                   LOCUST PARK ASSOCIATES
                                   LORING TOWERS ASSOCIATES
                                   MAHONING ASSOCIATES
                                   MILLIKEN APARTMENTS COMPANY
                                   MONUMENT STREET LIMITED PARTNERSHIP
                                   NEIGHBORHOODS OF THE UNIVERSITIES LOCK 
                                     STREET APARTMENTS COMPANY
                                   OAK HOLLOW SOUTH ASSOCIATES
                                   OAK PARK LIMITED PARTNERSHIP
                                   ORCHARD MEWS ASSOCIATES
                                   OXFORD PLACE ASSOCIATES
                                   PITTSFIELD NEIGHBORHOOD ASSOCIATES
                                   PORTFOLIO PROPERTIES FIFTEEN ASSOCIATES
                                   PORTFOLIO PROPERTIES FOUR ASSOCIATES
                                   PRINCE STREET TOWERS LIMITED PARTNERSHIP
                                   REGISTRY SQUARE, LTD.

                                   Page 6

<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS

                                   SENCIT-LEBANON COMPANY
                                   ST. NICHOLAS ASSOCIATES
                                   TAMARAC PINES, LTD.
                                   TAMARAC PINES II, LTD.
                                   TAUNTON GREEN ASSOCIATES
                                   TAUNTON II ASSOCIATES
                                   THE NATIONAL HOUSING PARTNERSHIP--II
                                   TOMPKINS TERRACE ASSOCIATES
                                   WAIPAHU ASSOCIATES
                                   WASHINGTON CHINATOWN ASSOCIATES
                                   WINDSOR APARTMENTS ASSOCIATES
                                   WOODCREST APARTMENTS, LTD.
                                   WORCHESTER EPISCOPAL HOUSING COMPANY

Marks Shron & Company, LLP
                                   TWO BRIDGES ASSOCIATES

Prague & Richmond
                                   CROSLAND HOUSING ASSOCIATES

Reznick, Fedder & Silverman
                                   BEAUTIFUL VILLAGE ASSOCIATES REDEVELOPMENT 
                                     COMPANY
                                   BRANCHWOOD TOWERS LIMITED PARTNERSHIP
                                   CITRUS PARK ASSOCIATES, LTD.
                                   COMMUNITY CIRCLE II, LIMITED
                                   COPPERSTONE CIRCLE LIMITED PARTNERSHIP
                                   COPPERSTONE LIMITED PARTNERSHIP
                                   COUNTRY LAKES ASSOCIATES TWO
                                   DIAKONIA ASSOCIATES LIMITED PARTNERSHIP
                                   EASTON TERRACE I ASSOCIATES
                                   EASTRIDGE APARTMENTS
                                   EASTRIDGE APARTMENTS ASSOCIATES
                                   EMORY GROVE ASSOCIATES LIMITED PARTNERSHIP
                                   EMORY GROVE LIMITED PARTNERSHIP
                                   FIRST ALEXANDRIA ASSOCIATES
                                   FLATBUSH NSA ASSOCIATES
                                   FRANKLIN SQUARE SCHOOL ASSOCIATES
                                   GATES MILL I LIMITED PARTNERSHIP
                                   GROSVENOR HOUSE ASSOCIATES LIMITED 
                                     PARTNERSHIP
                                   HOLLYBUSH GARDENS ASSOCIATES, I
                                   HOLLYBUSH GARDENS ASSOCIATES, II
                                   INTOWN WEST ASSOCIATES LIMITED PARTNERSHIP
                                   LAKE AVENUE ASSOCIATES
                                   LAKE CROSSING LIMITED PARTNERSHIP
                                   LAKEHAVEN ASSOCIATES ONE
                                   LAKEHAVEN ASSOCIATES TWO
                                   LINDEN COURT ASSOCIATES
                                   LOUDOUN HOUSE LIMITED PARTNERSHIP
                                   MONACO ARMS ASSOCIATES I
                                   MONACO ARMS ASSOCIATES II
                                   MUSKE LIMITED PARTNERSHIP
                                   NATICK ASSOCIATES
                                   OAKCREST TERRACE APARTMENTS
                                   OAKWOOD LIMITED PARTNERSHIP
                                   OAKWOOD MUSKEGON ASSOCIATES
                                   PARKVIEW ASSOCIATES
                                   QUEENSTOWN APARTMENTS LIMITED PARTNERSHIP
                                   RUSCOMBE GARDENS LIMITED PARTNERSHIP
                                   SENCIT-JACKSONVILLE COMPANY, LTD.
                                   SHEFFIELD ASSOCIATES
                                   SNAP IV LIMITED PARTNERSHIP
                                   TWIN TOWERS ASSOCIATES

                                   Page 7
<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS


                                   TYEE ASSOCIATES LIMITED PARTNERSHIP
                                   URBANIZACION MARIA LOPEZ HOUSING COMPANY
                                   WESTMINSTER ASSOCIATES
                                   WOLLASTON MANOR ASSOCIATES
                                   WOODSIDE VILLAGE LIMITED PARTNERSHIP

Robert Ercolini & Company
                                   2900 VAN NESS ASSOCIATES
                                   7400 ROOSEVELT INVESTORS
                                   CONNECTICUT COLONY ASSOCIATES LIMITED 
                                     PARTNERSHIP
                                   FAIRFAX ASSOCIATES LIMITED PARTNERSHIP
                                   GREATER HARTFORD ASSOCIATES LIMITED 
                                     PARTNERSHIP
                                   IVANHOE ASSOCIATES LIMITED PARTNERSHIP
                                   NORCO ASSOCIATES
                                   RIDGE CARLTON ASSOCIATES LIMITED PARTNERSHIP
                                   RIVER LOFT APARTMENTS LIMITED PARTNERSHIP
                                   RIVER LOFT ASSOCIATES LIMITED PARTNERSHIP
                                   SCOTCH ASSOCIATES LIMITED PARTNERSHIP
                                   SCOTCH LANE ASSOCIATES
                                   STANDART WOODS ASSOCIATES LIMITED PARTNERSHIP
                                   WEST LAKE ARMS LIMITED PARTNERSHIP
                                   WYNTRE BROOK ASSOCIATES
Russell, Thompson,
  Butler & Houston
                                   CHESTERFIELD HOUSING ASSOCIATES
                                   COMMUNITY DEVELOPERS OF PRINCEVILLE
                                   EASTCOURT VILLAGE PARTNERS
                                   EUSTIS APARTMENTS, LTD
                                   GROVE PARK VILLAS LTD
                                   HEMINGWAY HOUSING ASSOCIATES
                                   HIGHLANDS VILLAGE II
                                   HOUSING ASSISTANCE OF MOUNT DORA, LTD.
                                   HOUSING ASSISTANCE OF ORANGE CITY, LTD.
                                   HOUSING ASSISTANCE OF SEBRING, LTD.
                                   HOUSING ASSISTANCE OF VERO BEACH, LTD.
                                   HURBELL I LIMITED PARTNERSHIP
                                   HURBELL IV LIMITED PARTNERSHIP
                                   LAKE WALES VILLAS LTD
                                   LAKEVIEW VILLAS, LTD.
                                   MCCOLL HOUSING ASSOCIATES
                                   MIAMI ELDERLY ASSOCIATES LIMITED 
                                     PARTNERSHIP
                                   ORANGE CITY VILLAS II, LTD.
                                   PARKVIEW APARTMENTS
                                   PARKVIEW ARMS ASSOCIATES I LIMITED 
                                     PARTNERSHIP
                                   PARKVIEW ARMS ASSOCIATES II LIMITED 
                                     PARTNERSHIP
                                   PEPPERTREE VILLAGE OF AVON PARK, LTD.
                                   SOUTH HIAWASSEE VILLAGE, LTD.
                                   ST. GEORGE VILLAS
                                   THE MEADOWS APARTMENTS, LTD.
                                   TWIN GABLES ASSOCIATES LIMITED PARTNERSHIP
                                   UNITED HOUSING PARTNERS--CUTHBERT, LTD.
                                   UNITED HOUSING PARTNERS--ELMWOOD, LTD.
                                   UNITED HOUSING PARTNERS--MORRISTOWN, LTD.
                                   UNITED HOUSING PARTNERS--WELCH,LTD.
                                   VOA--NICOLLET TOWERS ASSOCIATES
                                   WOODSIDE VILLAS OF ARCADIA, LTD.
                                  
Sciarabba Walker & Co. LLP
                                   ABBOTT ASSOCIATES
                                  
Warady and Davis

                                   CHURCH STREET ASSOCIATES 
                                   NEW VISTAS APARTMENTS ASSOCIATES
                                   NEW VISTAS APARTMENTS ASSOCIATES--PHASE II
                                   PALMER SQUARE APARTMENTS ASSOCIATES

                                   Page 8
<PAGE>
 
                       INDEX OF 1995 AUDITORS' REPORTS

                                   PARKWAYS ASSOCIATES
                                   THE NORTH WASHINGTON PARK PARTNERSHIP
                                   THE OAK PARK PARTNERSHIP
                                   THE ROGERS PARK PARTNERSHIP

Ziner and Company, P.C.
                                   UNITED FRONT HOMES

Zinner & Co
                                   VISTULA HERITAGE VILLAGE

                                   Page 9

<PAGE>

                             Independent Auditors' Report
                            



Partners
Caroline Associates I
St. Louis, Missouri

We have audited the accompanying statement of financial position of CAROLINE 
ASSOCIATES I, A Limited Partnership, FHA Project No. 085-35310, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 CAROLINE ASSOCIATES I, A 
Limited Partnership, FHA Project No. 085-35310, 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.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note G to the 
financial statements, the Partnership has suffered recurring losses from 
operations and in January 1993, the Partnership defaulted on its mortgage 
obligation.  The Partnership is currently operating under a provisional 
workout arrangement with the Department of Housing and Urban Development.  
These conditions raise substantial doubt about the Partnership's ability to 
continue as a going concern.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Anders, Minkler & Diehl LLP



February 9, 1996

<PAGE>
                             Independent Auditors' Report
                            



Partners
Columbus Square Associates I
St. Louis, Missouri

We have audited the accompanying statement of financial position of COLUMBUS 
SQUARE ASSOCIATES I, A Limited Partnership, FHA Project No. 085-35313, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 COLUMBUS SQUARE ASSOCIATES 
I, A Limited Partnership, FHA Project No. 085-35313, 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.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note F to the 
financial statements, the Partnership has suffered recurring losses from 
operations and in February 1993, the Partnership defaulted on its mortgage 
obligation.  The Partnership is currently operating under a provisional 
workout arrangement with the Department of Housing and Urban Development.  
These conditions raise substantial doubt about the Partnership's ability to 
continue as a going concern.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Anders, Minkler & Diehl LLP



February 13, 1996

<PAGE>
                             Independent Auditors' Report
                            



Partners
Columbus Square Associates II
St. Louis, Missouri

We have audited the accompanying statement of financial position of COLUMBUS 
SQUARE ASSOCIATES II, A Limited Partnership, FHA Project No. 085-35337, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Columbus Square Associates 
II, A Limited Partnership, FHA Project No. 085-35337, 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.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note H to the 
financial statements, the Partnership has suffered recurring losses from 
operations and in January 1993, the Partnership defaulted on its mortgage 
obligation.  The Partnership is currently operating under a provisional 
workout arrangement with the Department of Housing and Urban Development.  
These conditions raise substantial doubt about the Partnership's ability to 
continue as a going concern.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Anders, Minkler & Diehl LLP



February 13, 1996
<PAGE>
                             Independent Auditors' Report
                            



Partners
Pershing Waterman Phase I
St. Louis, Missouri

We have audited the accompanying statement of financial position of PERSHING 
WATERMAN PHASE I, A Limited Partnership, FHA Project No. 085-35259, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 PERSHING WATERMAN PHASE I, A 
Limited Partnership, FHA Project No. 085-35259, 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.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note F to the 
financial statements, the Partnership has suffered recurring losses from 
operations and in January 1993, the Partnership defaulted on its mortgage 
obligation.  The Partnership is currently operating under a provisional 
workout arrangement with the Department of Housing and Urban Development.  
These conditions raise substantial doubt about the Partnership's ability to 
continue as a going concern.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Anders, Minkler & Diehl LLP



February 9, 1996
<PAGE>
                             Independent Auditors' Report
                            



Partners
PW III Associates
St. Louis, Missouri

We have audited the accompanying statement of financial position of PW III 
ASSOCIATES, A Limited Partnership, FHA Project No. 085-35291, as of December 
31, 1995, and the related statements of profit and loss (on HUD Form No. 
92410), partners' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards issued by the Comptroller General 
of the United States.  Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes 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 PW III ASSOCIATES, A Limited 
Partnership, FHA Project No. 085-35291, as of December 31, 1995, and the 
results of its operations and its cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

/s/ Anders, Minkler & Diehl LLP



February 9, 1996

<PAGE>
                             Independent Auditors' Report
                            



Partners
PW IV Associates
St. Louis, Missouri

We have audited the accompanying statement of financial position of PW IV 
ASSOCIATES, A Limited Partnership, FHA Project No. 085-35307, as of December 
31, 1995, and the related statements of profit and loss (on HUD Form No. 
92410), partners' equity (deficit), and cash flows for the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 PW IV ASSOCIATES, A Limited 
Partnership, FHA Project No. 085-35307, 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.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note G to the 
financial statements, the Partnership has suffered recurring losses from 
operations and total liabilities exceed total assets by $613,931 at December 
31, 1995.  These conditions raise substantial doubt about the Partnership's 
ability to continue as a going concern.  The financial statements do not 
include any adjustments that might result from the outcome of this 
uncertainty.

/s/ Anders, Minkler & Diehl LLP

                                                                                
February 13, 1996

<PAGE>
                             Independent Auditors' Report
                            



Partners
PW V Associates
St. Louis, Missouri

We have audited the accompanying statement of financial position of PW V 
ASSOCIATES, A Limited Partnership, FHA Project No. 085-35324, as of December 
31, 1995, and the related statements of profit and loss (on HUD Form No. 
92410), partners' equity (deficit), and cash flows for the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 PW V ASSOCIATES, A Limited 
Partnership, FHA Project No. 085-35324, 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.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note H to the 
financial statements, the Partnership has suffered recurring losses from 
operations and in January 1990, the Partnership defaulted on its mortgage 
obligation.  The Partnership is currently operating under a provisional 
workout arrangement with the Department of Housing and Urban Development.  
These conditions raise substantial doubt about the Partnership's ability to 
continue as a going concern.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Anders, Minkler & Diehl LLP



February 13, 1996
<PAGE>
                             Independent Auditors' Report
                            



Partners 
PW VI Associates   
St. Louis, Missouri     

We have audited the accompanying balance sheet of PW VI ASSOCIATES, A Limited 
Partnership, as of December 31, 1995, and the related statements of 
operations, partners' capital (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 PW VI ASSOCIATES, A Limited 
Partnership, as of December 31, 1995, and the results of its operations and 
its cash flows for the year then ended, in conformity with generally accepted 
accounting principles.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note I to the 
financial statements, the Partnership has suffered recurring losses from 
operations and total liabilities exceed total assets by $7,845,164 at 
December 31, 1995.  These conditions raise substantial doubt about the 
Partnership's ability to continue as a going concern.  The financial 
statements do not include any adjustments that might result from the outcome 
of this uncertainty.

/s/ Anders, Minkler & Diehl LLP



February 20, 1996
<PAGE>

                             Independent Auditors' Report
                            



Partners
Savoy Court Associates
St. Louis, Missouri

We have audited the accompanying statement of financial position of SAVOY 
COURT ASSOCIATES, A Limited Partnership, FHA Project No. 085-35353, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 SAVOY COURT ASSOCIATES, A 
Limited Partnership, FHA Project No. 085-35353, 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.

The accompanying financial statements have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Notes B and H 
to the financial statements, the Partnership has suffered recurring losses 
from operations and in August 1988, the Partnership defaulted on its mortgage 
obligation.  The Partnership is operating without an alternative mortgage 
arrangement with the Department of Housing and Urban Development and 
therefore the entire mortgage obligation of $2,199,318 has been classified in 
current liabilities as of December 31, 1995.  These conditions raise 
substantial doubt about the Partnership's ability to continue as a going 
concern.  The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.

/s/ Anders, Minkler & Diehl LLP



February 9, 1996
<PAGE>
                             Independent Auditors' Report
                            



Partners
Wigar, Ltd.
St. Louis, Missouri

We have audited the accompanying statement of financial position of WIGAR, 
LTD., A Limited Partnership, FHA Project No. 085-35275, as of December 31, 
1995, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' equity, and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards issued by the Comptroller General 
of the United States.  Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes 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 WIGAR, LTD., A Limited 
Partnership, FHA Project No. 085-35275, as of December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

/s/ Anders, Minkler & Diehl LLP



February 9, 1996
<PAGE>





                                                     [Letterhead]







                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Brookview Apartments Company Limited        15 South 20th Street
Washington, D.C.                            Daniel Building
                                            Birmingham, AL


    We have audited the accompanying balance sheet of Brookview Apartments 
Company Limited (a Limited Partnership), FHA Project No. 062-44044-LD, as of 
December 31, 1995, and the related statements of profit and loss (HUD Form 
92410), partners' equity (deficit) and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items, 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, such financial statements present fairly in all material 
respects the financial position of Brookview Apartments Company Limited as of 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Brookview Apartments Company Limited's internal 
control structure, and reports dated January 19, 1996, on its compliance with 
specific requirements applicable to major HUD programs and specific 
requirements applicable to Affirmative Fair Housing.

<PAGE>

Brookview Apartments Company Limited
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

    As required by the U.S. Department of Housing and Urban Development, we 
confirm to you that our firm meets the licensing requirements imposed by the 
State of Alabama on firms practicing in that state as certified public 
accountants.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 

<PAGE>



                                                      [Letterhead]





                             Independent Auditors' Report



To the Partners of
Clover Ridge East Limited Partnership


    We have audited the accompanying statements of financial position of 
Clover Ridge East Limited Partnership (an Illinois Limited Partnership) as of 
December 31, 1995 and 1994, and the related statements of profit and loss, 
partners' equity (deficit) and cash flows for  the years then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audits.

    We conducted our audits  in accordance with generally accepted auditing 
standards.  Those standards, among other items,  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 Clover Ridge East 
Limited Partnership at December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
February 22, 1996                      Certified Public Accountants 



<PAGE>




                                                 [Letterhead]



                            Independent Auditors' Report


To the Partners of                          HUD Field Office Director
Colony Apartments Company Limited           15 South 20th Street
Washington, D.C.                            Daniel Building
                                            Birmingham, AL


    We have audited the accompanying balance sheet of Colony Apartments 
Company Limited (a Limited Partnership), FHA Project No. 062-44049-LD, as of 
December 31, 1995, and the related statements of profit and loss (HUD Form 
92410), partners' equity (deficit) and cash flows for  the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Colony Apartments Company Limited as of 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Colony Apartments Company Limited's internal 
control structure, and reports dated January 19, 1996, on its compliance with 
specific requirements applicable to major HUD programs and specific 
requirements applicable to Affirmative Fair Housing.

<PAGE>


Colony Apartments Company Limited
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

    As required by the U.S. Department of Housing and Urban Development, we 
confirm to you that our firm meets the licensing requirements imposed by the 
State of Alabama on firms practicing in that state as certified public 
accountants.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants



<PAGE>




                                                      [Letterhead]





                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
East Hampton Limited Partnership            Atlanta Regional Office
Washington, D.C.                            75 Spring Street, S.W.
                                            Atlanta, Georgia


    We have audited the accompanying balance sheet of  East Hampton Limited 
Partnership (a Limited Partnership), FHA Project No. 061-44122-LDP, as of 
December 31, 1995, and the related statements  of profit and loss (HUD Form 
92410), partners' equity (deficit) and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items, 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, such financial statements present fairly in all material 
respects the financial position of East Hampton Limited Partnership as of 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of East Hampton Limited Partnership's internal 
control structure, and reports dated January 19, 1996, on its compliance with 
specific requirements applicable to major HUD programs and specific 
requirements applicable to Affirmative Fair Housing.

<PAGE>


East Hampton Limited Partnership
Page Two



    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 


<PAGE>



                                                      [Letterhead]




                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Edgewood II Associates                      75 Spring Street, S.W.
Washington, D.C.                            Atlanta, Georgia



    We have audited the accompanying balance sheet of Edgewood II Associates 
(a Limited Partnership), FHA Project No. 061-35371-PM-SR-L8, as of December 
31, 1995, and the related statements of profit and loss (HUD Form 92410), 
partners' equity (deficit) and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

    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, among other items, 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, such financial statements present fairly in all material 
respects the financial position of Edgewood II Associates as of December 31, 
1995, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Edgewood II Associates's internal control 
structure, and reports dated January 19, 1996, on its compliance with 
specific requirements applicable to major HUD programs and specific 
requirements applicable to Affirmative Fair Housing.

<PAGE>


Edgewood II Associates
Page Two

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 



<PAGE>




                                                     [Letterhead]





                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Fairburn and Gordon Associates, Phase I     75 Spring Street, S.W.
Washington, D.C.                            Atlanta, Georgia


    We have audited the accompanying balance sheet of Fairburn and Gordon 
Associates, Phase I (a Limited Partnership), FHA Project No. 061-44005-LDP, 
as of December 31, 1995, and the related statements of profit and loss (HUD 
Form 92410), partners' equity (deficit) and cash flows for  the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Fairburn and Gordon Associates, Phase I as 
of December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Fairburn and Gordon Associates, Phase I's 
internal control structure, and reports dated January 19, 1996, on its 
compliance with specific requirements applicable to major HUD programs, 
specific requirements applicable to Affirmative Fair Housing and specific 
requirements applicable to nonmajor HUD program transactions.

<PAGE>


Fairburn and Gordon Associates, Phase I
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 



<PAGE>



                                                      [Letterhead]





                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Fairburn and Gordon Associates, Phase II    75 Spring Street, S.W.
Washington, D.C.                            Atlanta, Georgia


    We have audited the accompanying balance sheet of Fairburn and Gordon 
Associates, Phase II (a Limited Partnership), FHA Project No. 061-44092-LDP, 
as of December 31, 1995, and the related statements of profit and loss (HUD 
Form 92410), partners' equity (deficit) and cash flows for  the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Fairburn and Gordon Associates, Phase II 
as of December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Fairburn and Gordon Associates, Phase II's 
internal control structure, and reports dated January 19, 1996, on its 
compliance with specific requirements applicable to major HUD programs, 
specific requirements applicable to Affirmative Fair Housing and specific 
requirements applicable to nonmajor HUD program transactions.

<PAGE>



Fairburn and Gordon Associates, Phase II
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 



<PAGE>



                                                     [Letterhead]





                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Laing Village                               Strom Thurmond Building
Washington, D.C.                            1835-45 Assembly Street
                                            Columbia, South Carolina


    We have audited the accompanying balance sheet of Laing Village (a 
Limited Partnership), FHA Project No. 054-35339-L8, as of December 31, 1995, 
and the related statements of profit and loss (HUD Form 92410), partners' 
equity (deficit) and cash flows for  the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Laing Village as of December 31, 1995, and 
the results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Laing Village's internal control structure, and 
reports dated January 19, 1996, on its compliance with specific requirements 
applicable to major HUD programs and specific requirements applicable to 
Affirmative Fair Housing.

<PAGE>


Laing Village
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 



<PAGE>




                                                     [Letterhead]




                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Oakland City/West End Associates, Ltd.      75 Spring Street, S.W.
Washington, D.C.                            Atlanta, Georgia


    We have audited the accompanying balance sheet of Oakland City/West End 
Associates, Ltd. (a Limited Partnership), FHA Project No. 061-35285-PM-SR-L8, 
as of December 31, 1995, and the related statements of profit and loss (HUD 
Form 92410), partners' equity (deficit) and cash flows for  the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Oakland City/West End Associates, Ltd. as 
of December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Oakland City/West End Associates, Ltd.'s 
internal control structure, and reports dated January 19, 1996, on its 
compliance with specific requirements applicable to major HUD programs and 
specific requirements applicable to Affirmative Fair Housing.

<PAGE>


Oakland City/West End Associates, Ltd.
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 




<PAGE>



                                                      [Letterhead]





                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Orangeburg Manor                            Strom Thurmond Building
Washington, D.C.                            1835-45 Assembly Street
                                            Columbia, South Carolina


    We have audited the accompanying balance sheet of Orangeburg Manor (a 
Limited Partnership), FHA Project No. 054-35347-PM-L8, as of December 31, 
1995, and the related statements of profit and loss (HUD Form 92410), 
partners' equity (deficit) and cash flows for  the year then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

    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, among other items, 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, such financial statements present fairly in all material 
respects the financial position of Orangeburg Manor as of December 31, 1995, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Orangeburg Manor's internal control structure, 
and reports dated January 19, 1996, on its compliance with specific 
requirements applicable to major HUD programs and specific requirements 
applicable to Affirmative Fair Housing.

<PAGE>


Orangeburg Manor
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 


<PAGE>



                                                     [Letterhead]





                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Pleasant Valley Apartments, Ltd.            P.O. Box 9163
Washington, D.C.                            San Antonio, Texas



    We have audited the accompanying balance sheet of Pleasant Valley 
Apartments, Ltd. (a Limited Partnership), FHA Project No. 115-35225-PM-L8, as 
of December 31, 1995, and the related statements of profit and loss (HUD Form 
92410), partners' equity (deficit) and cash flows for  the year then ended. 
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Pleasant Valley Apartments, Ltd. as of 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Pleasant Valley Apartments, Ltd.'s internal 
control structure, and reports dated January 19, 1996, on its compliance with 
specific requirements applicable to major HUD programs and specific 
requirements applicable to Affirmative Fair Housing.

<PAGE>



Pleasant Valley Apartments, Ltd.
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 

<PAGE>



                                                       [Letterhead]




                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Sandy Springs Associates, Ltd.              75 Spring Street, S.W.
Washington, D.C.                            Atlanta, Georgia



    We have audited the accompanying balance sheet of Sandy Springs 
Associates, Ltd. (a Limited Partnership), FHA Project No. 061-35250-PM-L8, as 
of December 31, 1995, and the related statements of profit and loss (HUD Form 
92410), partners' equity (deficit) and cash flows for  the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Sandy Springs Associates, Ltd. as of 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Sandy Springs Associates, Ltd.'s internal 
control structure, and reports dated January 19, 1996, on its compliance with 
specific requirements applicable to major HUD programs and specific 
requirements applicable to Affirmative Fair Housing.

<PAGE>


Sandy Springs Associates, Ltd.
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 25, 1996                       Certified Public Accountants 


<PAGE>



                                                      [Letterhead]




                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Tiffany Rehab Associates                    St. Louis, Missouri
St. Louis, Missouri


    We have audited the accompanying balance sheet of Tiffany Rehab 
Associates (a Missouri Limited Partnership), FHA Project No. 
085-35297-PM-SR-PR-L8, as of December 31, 1995, and the related statements of 
profit and loss (HUD Form 92410), partners' equity (deficit) and cash flows 
for  the year then ended. These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

    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, among other items,  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 Tiffany Rehab 
Associates as of December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

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

<PAGE>


Tiffany Rehab Associates
Page Two


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

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLP
February 22, 1996                      Certified Public Accountants 


<PAGE>



                                                       [Letterhead]





                             Independent Auditors' Report


To the Partners of                          HUD Field Office Director
Village Green Apartments Company Limited    Daniel Building
Washington, D.C.                            15 South 20th Street
                                            Birmingham, AL


    We have audited the accompanying balance sheet of Village Green 
Apartments Company Limited (a Limited Partnership), FHA Project No. 
062-44057-LD, as of December 31, 1995, and the related statements of profit 
and loss (HUD Form 92410), partners' equity (deficit) and cash flows for  the 
year then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Village Green Apartments Company Limited 
as of December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Village Green Apartments Company Limited's 
internal control structure, and reports dated January 19, 1996, on its 
compliance with specific requirements applicable to major HUD programs, 
specific requirements applicable to Affirmative Fair Housing and specific 
requirements applicable to nonmajor HUD program transactions.

<PAGE>


Village Green Apartments Company Limited
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

    As required by the U.S. Department of Housing and Urban Development, we 
confirm to you that our firm meets the licensing requirements imposed by the 
State of Alabama on firms practicing in that state as certified public 
accountants.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 


<PAGE>



                                                      [Letterhead]






                             Independent Auditors' Report




To the Partners of                          HUD Field Office Director
Vineville Towers Associates, Ltd.           75 Spring Street, S.W.
Washington, D.C.                            Atlanta, Georgia


    We have audited the accompanying balance sheet position of position 
Vineville Towers Associates, Ltd. (a Limited Partnership), FHA Project No. 
061-35248-PM-WAH-L8, as of December 31, 1995, and the related statements of 
profit and loss (HUD Form 92410), partners' equity (deficit) and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

    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, among other items,  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, such financial statements present fairly in all material 
respects the financial position of Vineville Towers Associates, Ltd. as of 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of 
Housing and Urban Development, we have also issued a report dated January 19, 
1996, on our consideration of Vineville Towers Associates, Ltd.'s internal 
control structure, and reports dated January 19, 1996, on its compliance with 
specific requirements applicable to major HUD programs, specific requirements 
applicable to Affirmative Fair Housing and specific requirements applicable 
to nonmajor HUD program transactions.

<PAGE>


Vineville Towers Associates, Ltd.
Page Two


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying information, as 
referred to in the table of contents, is presented for the purposes of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements, 
and, in our opinion, the additional information is fairly stated in all 
material respects in relation to the financial statements taken as a whole.

                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 


<PAGE>



                                                      [Letterhead]






                             Independent Auditors' Report



To the Partners of                          HUD Field Office Director
Westgate Apartments                         75 Spring Street, S.W.
Washington, D.C.                            Atlanta, Georgia


    We have audited the accompanying balance sheet of Westgate Apartments (a
Limited Partnership), FHA Project No. 061-33349-PM-PAH-L8, as of December 31,
1995, and the related statements of profit and loss (HUD Form 92410), partners'
equity (deficit) and cash flows for  the year then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

    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, among other items,  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, such financial statements present fairly in all material
respects the financial position of Westgate Apartments as of December 31, 1995,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

    In accordance with Government Auditing Standards and the "Consolidated
Audit Guide for Audits of HUD Programs" issued by the U.S. Department of Housing
and Urban Development, we have also issued a report dated January 19, 1996, on
our consideration of Westgate Apartments's internal control structure, and
reports dated January 19, 1996, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing.


<PAGE>


Westgate Apartments
Page Two


    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying information, as
referred to in the table of contents, is presented for the purposes of
additional analysis and is not a required part of the basic financial
statements.  This additional information is the responsibility of the
Partnership's management.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements, and, in our
opinion, the additional information is fairly stated in all material respects in
relation to the financial statements taken as a whole.




                                       /s/ Dauby O'Connor & Zaleski, LLC


Indianapolis, Indiana                  Dauby O'Connor & Zaleski, LLC
January 19, 1996                       Certified Public Accountants 

<PAGE>



INDEPENDENT AUDITORS' REPORT

To the Partners of
  The Partnerships listed in Appendix 1-95

We have audited the accompanying statement of financial position (or balance 
sheet) of each Partnership listed in Appendix 1-95, as of December 31, 1995, 
and each of the related statements of profit and loss (or statements of 
operations), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of each of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of each Partnership listed in Appendix 1-95, 
at December 31, 1995, and the results of each of their operations and their 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia

(See Appendix 1-95 for date of
each Partnership's report)


<PAGE>

                             Appendix 1-95

Partnership                                                Report Date
- -----------                                                -----------

107-145 West 135th Street Associates                       February 7, 1996
Algonquin Tower Limited Partnership                        February 5, 1996
All Hallows Associates                                     January 31, 1996
Anglers Manor Associates                                   February 8, 1996
Antioch Apartments, Ltd.                                   February 5, 1996
Arvada House Associates                                    January 30, 1996
Audobon Park Associates                                    January 24, 1996
Baldwin Oaks Elderly, Ltd.                                 February 12, 1996
Basswood Manor Limited Partnership                         January 25, 1996
Bayview Hunters Point Apartments                           January 30, 1996
Bensalem Gardens Associates                                February 11, 1996
Berkley Limited Partnership                                February 7, 1996
Bloomsburg Elderly Associates                              February 3, 1996
Briarwood Apartments                                       January 31, 1996
Brightwood Manor Associates                                January 31, 1996
Brinton Manor No. 1 Associates                             January 16, 1996
Brinton Towers Associates                                  February 6, 1996
Brookside Apartments Associates                            January 31, 1996
Buena Vista Apartments, Ltd.                               January 20, 1996
Cabell Associates of Lakeview                              January 25, 1996
California Square Limited Partnership                      January 22, 1996
California Square II Limited Partnership                   January 23, 1996
Campbell Heights Associates                                February 5, 1996
Canterbury Gardens Associates                              February 6, 1996
Capital Park Limited Partnership                           January 18, 1996
Caroline Arms Limited Partnership                          January 31, 1996
Center Square Associates                                   January 25, 1996
Chapel NDP                                                 February 6, 1996
Clay Courts Associates                                     January 10, 1996
College Heights                                            January 22, 1996
College Park Apartments                                    February 15, 1996
College Park Associates                                    February 13, 1996
Community Developers of High Point                         January 27, 1996
Congress Park Associates II                                January 15, 1996
Copperwood Limited                                         February 2, 1996
Copperwood II Limited                                      February 7, 1996
Cypress Gardens, Limited                                   January 22, 1996
Darby Townhouses Associates                                January 22, 1996
Darbytown Development Associates                           January 22, 1996
Delcar - S, Ltd.                                           January 16, 1996
Delcar - T, Ltd.                                           January 25, 1996
DIP Limited Partnership                                    January 19, 1996
DIP Limited Partnership - II                               January 30, 1996
DIP Limited Partnership III                                January 31, 1996
Discovery Limited Partnership                              February 1, 1996
Doral Gardens Associates                                   February 9, 1996
Duquesne Associates No. 1                                  January 12, 1996
Edmond Estates Limited Partnership                         January 17, 1996
Elden Limited Partnership                                  January 30, 1996

                                Page 1

<PAGE>

                                Apppendix 1-95

Partnership                                                Report Date
- -----------                                                -----------

Esbro Limited Partnership                                  January 14, 1996
Fairmont #1 Limited Partnership                            January 26, 1996
Fairmont #2 Limited Partnership                            February 8, 1996
Fairview Homes Associates                                  January 23, 1996
Federal Square Village                                     January 31, 1996
Field Associates                                           February 3, 1996
Forest Green Limited Partnership                           January 24, 1996
Forest Park Elderly Associates                             February 7, 1996
Forrester Gardens, Ltd.                                    January 10, 1996
Fort Carson Associates                                     January 15, 1996
Foxwood Manor Associates                                   February 15, 1996
Franklin Chapel Hill Associates                            February 5, 1996
Franklin Eagle Rock Associates                             February 15, 1996
Franklin Park Limited Partnership                          January 30, 1996
Franklin Pheasant Ridge Associates                         February 14, 1996
Friendset Housing Company                                  February 21, 1996
Frio Housing, Ltd.                                         February 2, 1996
G.W. Carver Limited                                        January 24, 1996
Galion Limited Partnership                                 January 25, 1996
Garfield Hill Associates                                   February 6, 1996
Gateway Village Associates                                 January 18, 1996
Gladys Hampton Houses Associates                           February 6, 1996
Golden Apartments I                                        January 31, 1996
Golden Apartments II                                       February 8, 1996
Grandview Apartments                                       January 16, 1996
Greater Mount Calvary Terrace, Ltd.                        January 15, 1996
Greater Richmond Community Development Corp. I
   and Associates                                          February 5, 1996
Greater Richmond Community Development Corp. II
   and Associates                                          January 26, 1996
Griffith Limited Partnership                               January 17, 1996
Gulfway Limited Partnership                                January 18, 1996
H.R.H. Properties, Ltd.                                    February 5, 1996
Hamilton Heights Associates                                February 14, 1996
Harold House Limited Partnership                           January 30, 1996
Hickory Ridge Associates, Ltd.                             February 2, 1996
Hillcrest Green Apartments, Ltd.                           January 11, 1996
Hilltop Limited Partnership                                January 19, 1996
Hudson Terrace Associates                                  January 31, 1996
Hurbell II Limited Partnership                             January 20, 1996
Hurbell III Limited Partnership                            January 20, 1996
Indian Valley I Limited Partnership                        January 24, 1996
Indian Valley II Limited Partnership                       January 26, 1996
Indian Valley III Limited Partnership                      January 25, 1996
Ingram Square Apartments, Ltd.                             January 25, 1996
Jamestown Village Associates                               January 25, 1996
Jersey Park Associates                                     January 17, 1996
JFK Associates                                             February 15, 1996
Johnston Square Associates                                 January 15, 1996

                              Page 2

<PAGE>
                              Appendix 1-95

Partnership                                                Report Date
- -----------                                                -----------

JVL 16 Associates                                          January 18, 1996
Kennedy Homes Limited Partnership                          January 17, 1996
Key Parkway West Associates                                January 24, 1996
Kimberly Associates Limited Partnership                    January 15, 1996
La Salle Apartments                                        February 5, 1996
Lafayette Manor Associates                                 February 9, 1996
Lafayette Towne Elderly, Ltd.                              January 17, 1996
Lafayette Towne Family, Ltd.                               January 25, 1996
Lake Forest Apartments                                     January 19, 1996
Las Americas Housing Associates                            January 30, 1996
Lassen Associates                                          February 2, 1996
Laurel Gardens                                             January 31, 1996
Lewisburg Associates                                       January 29, 1996
Lewisburg Elderly Associates                               February 6, 1996
Lincmar Associates                                         January 26, 1996
Lincoln Park Associates                                    February 7, 1996
Lock Haven Elderly Associates                              February 12, 1996
Lock Haven Gardens Associates                              January 29, 1996
Loring Towers Apartments Limited Partnership               January 18, 1996
M & P Development Company                                  January 31, 1996
Mayfair Manor Limited Partnership                          January 16, 1996
Meadowood Associates III, Ltd.                             January 18, 1996
Meadows Apartments Limited Partnership                     February 5, 1996
Meadows East Apartments Limited Partnership                January 29, 1996
Menlo Limited Partnership                                  January 11, 1996
Mill Street Associates                                     February 1, 1996
Miramar Housing Associates                                 January 29, 1996
Montblanc Housing Associates                               January 31, 1996
Morrisania Towers Housing Company                          January 31, 1996
Moss Gardens Ltd.                                          February 1, 1996
Murphy Blair Associates III                                February 7, 1996
National Housing Partnership RESI Associates I             March 18, 1996
New Lake Village Apartments                                January 26, 1996
New West 111th Street Housing Company                      February 12, 1996
Newton Hill Limited Partnership                            January 24, 1996
Northgate Village Limited Partnership                      January 19, 1996
Northlake Terrace Associates                               January 26, 1996
Northwest Terrace Associates                               February 19, 1996
Oakland Village Townhouse Associates                       February 12, 1996
Ocala Place, Ltd.                                          January 31, 1996
One Lytle Place                                            February 20, 1996
One West Conway Associates                                 February 7, 1996
Orange Village Associates                                  January 31, 1996
Palm House Limited Partnership                             January 30, 1996
Park Avenue West I Limited Partnership                     January 31, 1996
Park Avenue West II Limited Partnership                    January 26, 1996
Place One Limited Partnership                              February 13, 1996
Point West Limited Partnership                             January 31, 1996
Portfolio Properties Two Associates                        March 2, 1996

                               Page 3

<PAGE>

                                  Appendix 1-95

Partnership                                                Report Date
- -----------                                                -----------

Portfolio Properties Five Associates                       March 4, 1996
Portfolio Properties Six Associates                        March 6, 1996
Portfolio Properties Twelve Associates                     March 22, 1996
Portland Plaza Partnership                                 January 24, 1996
Portner Place Associates                                   January 25, 1996
Post Street Associates                                     February 6, 1996
Pueblo Apartments Associates, Ltd.                         January 22, 1996
RI-15 Limited Partnership                                  February 9, 1996
Richlieu Associates                                        February 20, 1996
Riverview II Associates                                    January 17, 1996
Rockwell Limited Partnership                               January 17, 1996
Rolling Meadows Of Ada, Ltd.                               January 15, 1996
Ruffin Road Associates                                     February 7, 1996
Rutherford Park Townhouses Associates                      February 1, 1996
San Jose Limited Partnership                               January 13, 1996
San Juan Del Centro Limited Partnership                    January 24, 1996
Sherman Terrace Associates                                 January 31, 1996
Shoreview Apartments                                       February 1, 1996
Site 10 Community Alliance Associates                      January 26, 1996
SNI Development Company                                    February 5, 1996
Southmont Apartments                                       February 5, 1996
Southward Limited Partnership                              January 19, 1996
Spruce Limited Partnership                                 February 10, 1996
Spruce Palm Limited Partnership                            March 11, 1996
Stafford Apartments                                        January 26, 1996
Stock Island Limited Partnership                           February 16, 1996
Storey Manor Associates                                    January 30, 1996
Strawbridge Square Associates Limited Partnership          February 7, 1996
Summersong Townhouses Limited Partnership                  January 25, 1996
Sunset Plaza Apartments                                    January 18, 1996
Timuquana Park Associates                                  January 18, 1996
Tinker Creek Limited Partnership                           January 15, 1996
Town North                                                 January 17, 1996
Townview Towers I Partnership, Ltd.                        February 11, 1996
Treeslope Apartments Associates                            January 26, 1996
Trinity Towers - 14th Street Associates, Ltd.              February 18, 1996
United House Associates                                    February 9, 1996
United Housing Partners - Carbondale, Ltd.                 February 10, 1996
United Redevelopment Associates                            January 27, 1996
University Plaza Associates                                February 14, 1996
Vantage 78                                                 February 16, 1996
Villa De Guadalupe Associates                              January 11, 1996
Village Circle Apartments, Ltd.                            February 1, 1996
Village Green Limited Partnership                          January 19, 1996
Vistas De San Juan Associates                              January 25, 1996
Waico Apartments Associates                                January 17, 1996
Waico Phase II Associates                                  January 30, 1996
Walden Oaks Associates                                     February 10, 1996
Walmsley Terrace Associates                                January 20, 1996

                                  Page 4

<PAGE>

                                 Appendix 1-95

Partnership                                                Report Date
- -----------                                                -----------

Walnut Hills Associates, Ltd.                              January 26, 1996
Washington Manor Limited Partnership                       February 5, 1996
Waters Towers Associates                                   January 15, 1996
Whitefield Place, Ltd.                                     January 26, 1996
Woodmark Limited Partnership                               January 24, 1996
Yadkin Associates                                          January 15, 1996

                                 Page 5

 
<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  The Partnerships listed in Appendix 2-95

We have audited the accompanying statements of financial position (or balance 
sheet) of each  Partnership listed in Appendix 2-95, as of December 31, 1995 
and 1994, and each of the related statements of operations (or statements of 
profit and loss or statements of revenue and expenses),  partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of each of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audits.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of each Partnership listed in Appendix 2-95, 
at December 31, 1995 and 1994, and the results of each of their operations 
and their cash flows for the year then ended in conformity with generally 
accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia

(See Appendix 2-95 for date of
each Partnership's report)

<PAGE>
                                   Appendix 2-95

Partnership                                                Report Date
- -----------                                                ------------

Allentown Towne House Limited Partnership                  January 25, 1996
Baldwin Towers Associates                                  January 31, 1996
Cumberland Court Associates                                January 31, 1996
Fairwood Associates                                        February 7, 1996
Hillside Village Associates                                February 8, 1996
Hilltop Apartments Associates                              January 23, 1996
Hopkins Renaissance Associates                             February 14, 1996
La Vista Associates                                        February 8, 1996
Maple Hill Associates                                      February 3, 1996
Merced Commons I                                           January 30, 1996
Merced Commons II                                          January 23, 1996
Montblanc Garden Apartments Associates                     February 9, 1996
River Front Apartments Limited Partnership                 January 31, 1996
River Woods Associates                                     January 30, 1996
Sencit Towne House Limited Partnership                     January 25, 1996
Sunrise Associates                                         January 27, 1996
Susquehanna View Limited Partnership                       January 17, 1996
United Handicap Federation Apartment Associates            February 8, 1996

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Central Village Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Central 
Village Associates, A Limited Partnership, FHA Project No. 112-55037-LDP, as 
of December 31, 1995, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Central Village Associates at December 
31, 1995, and the results of its operations and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming that 
Central Village Associates will continue as a going concern.  As discussed in 
Note 10, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Additionally, the Partnership has not made any of its required monthly debt 
service payments since September, 1991.  The general partners' plans in 
regard to these matters are described in Note 10.  The financial statements 
referred to above do not include any adjustments that might result from the 
outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 17, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  Cheek Road Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Cheek 
Road Limited Partnership, A Limited Partnership, FHA Project No. 
053-44059-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Cheek Road Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that Cheek 
Road Limited Partnership will continue as a going concern.  As discussed in 
Note 11, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 11. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 15, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
   Darby Townhouses Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Darby 
Townhouses Limited Partnership, A Limited Partnership, as of December 31, 
1995, and the related statements of operations, partners' equity, and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Darby Townhouses Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain, 
through distributions from its Local Partnership or other financing sources, 
sufficient cash flows to meet its obligations and sustain its operations.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 6, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Doral Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Doral 
Limited Partnership, A Limited Partnership, as of December 31, 1995, and the 
related statements of operations, partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Doral Limited Partnership at December 31, 
1995, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain, 
through distributions from its Local Partnerships or other financing sources, 
sufficient cash flows to meet its obligations and sustain its operations.  
Management's plans in regards to these matters are also described in Note 7.  
These financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 12, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  Eastman Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Eastman 
Associates, A Limited Partnership, FHA Project No. 033-32009-PM-L8, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Eastman Associates at December 31, 1995, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that 
Eastman Associates will continue as a going concern.  As discussed in Note 
10, conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations, maintain long-term financing, 
and sustain its operations.  Management's plans in regard to these matters 
are also described in Note 10.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 29, 1996

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Fairmeadows Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of 
Fairmeadows Limited Partnership, A Limited Partnership, FHA Project No. 
112-44006-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Fairmeadows Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that 
Fairmeadows Limited Partnership will continue as a going concern.  As 
discussed in Note 5, a condition exists which raises substantial doubt about 
the ability of the Partnership to continue as a going concern unless the 
Partnership is able to pay principal and interest obligations under its 
deferred acquisition note or negotiate further amendments of the terms of the 
note.  Management's plans in regard to this matter are also described in Note 
5.  The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 20, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Franklin Ridgewood Associates
Washington, D.C.


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

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Franklin Ridgewood 
Associates at December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

The accompanying financial statements have been prepared assuming that 
Franklin Ridgewood Associates will continue as a going concern.  As discussed 
in Note 8, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern.  Management's plans in 
regard to these matters are also described in Note 8.  The financial 
statements do not include any adjustments that might result from the outcome 
of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 15, 1996


<PAGE>
INDEPENDENT AUDITORS' REPORT


To the Partners of
  Franklin Woods Associates
Washington, D.C.


We have audited the accompanying combined statement of financial position of 
Franklin Woods Associates, A Limited Partnership, and controlled entity as of 
December 31, 1995, and the related combined statements of profit and loss, 
partners' equity (deficit) and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 combined financial statements referred to above present 
fairly, in all material respects, the financial position of Franklin Woods 
Associates and controlled entity at December 31, 1995, and the results of 
their operations and their cash flows for the year then ended in conformity 
with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 23, 1996

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Green Mountain Manor Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Green 
Mountain Manor Limited Partnership, A Limited Partnership, FHA Project No. 
101-44003-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Green Mountain Manor Limited Partnership 
at December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that Green 
Mountain Manor Limited Partnership will continue as a going concern.  As 
discussed in Note 5, a condition exists which raises substantial doubt about 
the ability of the Partnership to continue as a going concern unless the 
Partnership is able to pay the principal and interest obligations under its

<PAGE>


Green Mountain Manor Limited Partnership
Page 2


deferred acquisition note or negotiate further amendments of the terms of the 
note.  Managements' plans in regard to this matter are described in Note 5.  
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 19, 1996


<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Hamilton Gardens, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Hamilton 
Gardens, Ltd., A Limited Partnership, FHA Project No. FL-29-0042-001, as of 
August 7, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the period from 
January 1, 1995 to August 7, 1995.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of Hamilton Gardens, Ltd. at August 7, 1995, 
and the results of its operations and its cash flows for the period from 
January 1, 1995 to August 7, 1995 in conformity with generally accepted 
accounting principles.

As discussed in Note 5, the property owned by the Partnership was sold by 
court order, pursuant to foreclosure proceedings.  Title passed to the new 
owners on August 8, 1995.  The financial statements referred to above do not 
include any adjustments relating to this event.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
September 7, 1995


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Hatillo Housing Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Hatillo 
Housing Associates, A Limited Partnership, FHA Project No. 056-35092-LD-L8, 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Hatillo Housing Associates at December 
31, 1995, and the results of its operations and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming Hatillo 
Housing Associates will continue as a going concern.  As discussed in Note 
11, conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 11. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
San Juan, Puerto Rico
February 28, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  JVL Limited
Washington, D.C.


We have audited the accompanying statement of financial position of JVL 
Limited, A Limited Partnership, FHA Project No. 085-35197-PM-SR-PR-L8, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of JVL Limited at December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming that 
JVL Limited will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to respond 
positively on its HUD Physical Inspection report and to generate sufficient 
cash flows to meet its obligations and sustain its operations.  The financial 
statements referred to above do not include any adjustments that might result 
from the outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 15, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  JVL 18 Associates
Washington, D.C.


We have audited the accompanying statement of financial position of JVL 18 
Associates, A Limited Partnership, FHA Project No. 085-35279-PM-SR-L8, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of JVL 18 Associates at December 31, 1995, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming that 
JVL 18 Associates will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to respond 
positively on their HUD Physical Inspection report and to generate sufficient 
cash flows to meet its obligations and sustain its operations.  The financial 
statements referred to above do not include any adjustments that might result 
from the outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 20, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  JVL 19 Associates
Washington, D.C.


We have audited the accompanying statement of financial position of JVL 19 
Associates, A Limited Partnership, FHA Project No. 085-35293-PM-L8, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of JVL 19 Associates at December 31, 1995, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming that 
JVL 19 Associates will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Additionally, the Partnership has not made any of its required monthly debt 
service payments since September 1, 1990.  The general partner's plans in 
regard to these matters are described in Note 8.  The financial statements 
referred to above do not include any adjustments that might result from the 
outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 23, 1996



<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Langenheim Associates
Washington, D.C.


We have audited the accompanying statement of financial position of 
Langenheim Associates, A Limited Partnership, FHA Project No. 033-32008 
NP-EC-R-PAH-L8, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Langenheim Associates at December 31, 
1995, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that 
Langenheim Associates will continue as a going concern.  As discussed in Note 
10, conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 10. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 31, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Leyden Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Leyden 
Limited Partnership, A Limited Partnership, FHA Project No. 023-44091-LDC, as 
of December 31, 1995, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Leyden Limited Partnership at December 
31, 1995, and the results of its operations and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Leyden 
Limited Partnership will continue as a going concern.  As discussed in Note 
8, conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are described in Note 8.  The 
financial statements do not include any adjustments that might result from 
the outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 14, 1996


<PAGE>


 INDEPENDENT AUDITORS' REPORT


To the Partners of
  Maple Park East Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Maple 
Park East Limited Partnership, A Limited Partnership, FHA Project No. 
101-44063-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Maple Park East Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that Maple 
Park East Limited Partnership will continue as a going concern.  As discussed 
in Note 5, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless the Partnership is 
able to pay the principal and interest obligations under its deferred 
acquisition note or negotiate further amendments of the terms of the note.  
Managements' plans in regard to these matters are described in Note 5.  The 
financial statements do not include any adjustments that might result from 
the outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 1, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Maple Park West Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Maple 
Park West Limited Partnership, A Limited Partnership, FHA Project No. 
101-44062-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Maple Park West Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that Maple 
Park West Limited Partnership will continue as a going concern.  As discussed 
in Note 5, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless the Partnership is 
able to pay the principal and interest obligations under its deferred 
acquisition note or negotiate further amendments of the terms of the note.  
Managements' plans in regard to this matter is described in Note 5.  The 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 1, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Meadowood Associates, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Meadowood 
Apartments - Phase I, FHA Project No. 052-44019-LDP (a project owned by 
Meadowood Associates, Ltd., A Limited Partnership), as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' equity, and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Apartments - Phase I at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that 
Meadowood Apartments - Phase I will continue as a going concern.  As 
discussed in Note 6, conditions exist which raise substantial doubt about the 
ability of Meadowood Apartments - Phase I to continue as a going concern 
unless the Partners are able to pay the principal and interest obligations 
under a deferred acquisition note owed by the Partners or negotiate further 
amendments of the terms of the note and a related option to purchase the 
Partnership's project held by the Project's former owner.  Management's plans 
in regard to these matters are described in Note 6.  The financial statements 
do not include any adjustments that might result from the outcome of these 
uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 16, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Meadowood Associates, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Meadowood 
Apartments - Phase II, FHA Project No. 052-44081-LDP, (a project owned by 
Meadowood Associates, Ltd., A Limited Partnership), as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' equity, and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Apartments - Phase II ( a 
project owned by Meadowood Associates, Ltd., A Limited Partnership) at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that 
Meadowood Apartments - Phase II will continue as a going concern.  As 
discussed in Note 6, conditions exist which raise substantial doubt about the 
ability of Meadowood Apartments - Phase II to continue as a going concern 
unless the Partners are able to pay the principal and interest obligations 
under a deferred acquisition note owed by the Partners or negotiate further 
amendments of the terms of the note and a related option to purchase the 
Partnership's project held by the Project's former owner.  Managements' plans 
in regard to these matters are also described in Note 6.  The financial 
statements do not include any adjustments that might result from the outcome 
of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 14, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
    Meadowood Townhouses I Limited Partnership
Washington, D.C.

 We have audited the accompanying statement of financial position of 
Meadowood Townhouses I Limited Partnership, A Limited Partnership, as of 
December 31, 1995, and the related statements of operations, partners' 
deficit, and cash flows for the year then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Townhouses I Limited 
Partnership at December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Notes 3 and 8, 
the Partnership has deferred acquisition notes payable totaling $2,764,623, 
plus accrued interest of $3,088,491, which are due on April 15, 1996 and the 
Partnership's operations generate negative cash flows.  These conditions 
raise substantial doubt as to the ability of the Partnership to continue as a 
going concern.  Management's plans in regard to these matters are also 
described in Notes 3 and 8.  These financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 27, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Meadowood Townhouses III
    Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Meadowood 
Townhouses III Limited Partnership, A Limited Partnership, as of December 31, 
1995, and the related statements of operations, partners' deficit, and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Townhouses III Limited 
Partnership at December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 8. 
These financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 29, 1996


<PAGE>


Independent Auditors' Report



To The Partners of
   National Housing Partnership Realty Fund I
Washington, D.C.


We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund I (the Partnership) as of December 31, 1995 
and 1994, and the related statements of operations, partners' equity 
(deficit), and cash flows for each of the three years in the period ended 
December 31, 1995, and the supporting schedule listed in the Index at Item 
14. These financial statements and schedule are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements and schedule based on our audits. We did not audit 
the financial statements of Hurbell IV Limited Partnership and Gates Mills I 
Limited Partnership (investees of the Partnership) for the years ended 
December 31, 1995, 1994 and 1993. The Partnership's equity in the net assets 
of these investees has been reduced to zero in accordance with the equity 
method of accounting. The accompanying statement of operations includes 
$29,506 of revenue from distributions in excess of investment for these two 
investees for the year ended December 31, 1995. The financial statements do 
not include any equity, earnings or losses from these investees for the years 
ended December 31, 1994 and 1993. The financial statements of these investees 
were audited by other auditors whose reports thereon have been furnished to 
us, and our opinion, insofar as it relates to amounts included for these 
investees, is based solely upon the reports of the other auditors.

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

In our opinion, based on our audits and the reports of other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of the Partnership as of December 31, 1995 and 1994, and the results 
of its operations and cash flows for each of the three years in the period 
ended December 31, 1995 in conformity with generally accepted accounting 
principles, and the schedule referred to above presents fairly, in all 
material respects, when read in conjunction with the related financial 
statements, the information therein set forth.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
March 11, 1996
Washington, D.C.


<PAGE>


Independent Auditors' Report


To The Partners of
  National Housing Partnership Realty Fund Two
Washington, D.C.


We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund Two (the Partnership) as of December 31, 1995 
and 1994, and the related statements of operations, partners' deficit, and 
cash flows for each of the three years in the period ended December 31, 1995, 
and the supporting schedule listed in the Index at Item 14. These financial 
statements and schedule are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements and schedule based on our audits. We did not audit the financial 
statements of Hurbell I Limited Partnership, Kimberton Apartments Associates, 
Rodeo Drive Limited Partnership, and Windsor Apartments Associates Limited 
Partnership (investees of the Partnership) for the years ended December 31, 
1995, 1994 and 1993, and we did not audit the financial statements for Park 
Avenue West I Limited Partnership and Park Avenue West II Limited Partnership 
for the year ended December 31, 1993. The Partnership's equity of $4,227,334 
and $3,985,024 in the net assets of these investees as of December 31, 1995 
and 1994, respectively, and of $257,939, $134,558 and $64,689 in the net 
income of these investees for the years ended December 31, 1995, 1994 and 
1993, are included in the accompanying financial statements. The financial 
statements of these investees were audited by other auditors whose reports 
thereon have been furnished to us, and our opinion, insofar as it relates to 
amounts included for these investees, is based solely upon the reports of the 
other auditors.

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

In our opinion, based on our audits and the reports of other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of National Housing Partnership Realty Fund Two as of December 31, 
1995 and 1994, and the results of its operations and cash flows for each of 
the three years in the period ended December 31, 1995 in conformity with 
generally accepted accounting principles, and the schedule referred to above 
presents fairly, in all material respects, when read in conjunction with the 
related financial statements, the information therein set forth.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
March 13, 1996
Washington, D.C.

<PAGE>

Independent Auditors' Report



To The Partners of
  National Housing Partnership Realty Fund III
Washington, D.C.

We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund III (the Partnership) as of December 31, 1995 
and 1994, and the related statements of operations, partners' deficit, and 
cash flows for each of the three years in the period ended December 31, 1995, 
and the supporting schedule listed in the Index at Item 14. These financial 
statements and schedule are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements and schedule based on our audits. We did not audit the financial 
statements of Brunswick Village Limited Partnership for the years ended 
December 31, 1995 and 1994, and Brunswick Village Limited Partnership, Galion 
Limited Partnership, Indian Valley I Limited Partnership, Indian Valley II 
Limited Partnership, Indian Valley III Limited Partnership, and Newton Hill 
Limited Partnership (investees of the Partnership) for the year ended 
December 31, 1993. The Partnership's equity in the net assets of these 
investees has been reduced to zero at December 31, 1995 and 1994 in 
accordance with the equity method of accounting. The Partnership's share of 
net losses of these investees in the amounts of $13,066 and $47,504 for the 
years ended December 31, 1994 and 1993, respectively, are included in the 
accompanying financial statements. The financial statements of these 
investees were audited by other auditors whose reports thereon have been 
furnished to us, and our opinion, insofar as it relates to amounts included 
for these investees, is based solely upon the reports of the other auditors.

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

In our opinion, based on our audits and the reports of other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of the Partnership as of December 31, 1995 and 1994, and the results 
of its operations and its cash flows for each of the three years in the 
period ended December 31, 1995, in conformity with generally accepted 
accounting principles, and the schedule referred to above presents fairly, in 
all material respects, when read in conjunction with the related financial 
statements, the information therein set forth.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
March 15, 1996
Washington, D. C.


<PAGE>


Independent Auditors' Report



To The Partners of
   National Housing Partnership Realty Fund IV
Washington, D.C.


We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund IV (the Partnership) as of December 31, 1995 
and 1994, and the related statements of operations, partners' equity 
(deficit), and cash flows for each of the three years in the period ended 
December 31, 1995, and the supporting schedule listed in the Index at Item 
14. These financial statements and schedule are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements and schedule based on our audits.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of National Housing Partnership Realty Fund 
IV as of December 31, 1995 and 1994, and the results of its operations and 
its cash flows for each of the three years in the period ended December 31, 
1995 in conformity with generally accepted accounting principles, and the 
schedule referred to above presents fairly, in all material respects, when 
read in conjunction with the related financial statements, the information 
therein set forth.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
March 19, 1996
Washington, D.C.

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  New West 111th Street Two Associates
Washington, D.C.


We have audited the accompanying statement of financial position of New West 
111th Street Two Associates, A Limited Partnership, FHA Project No. 
012-57202-LD-EC-220-L8, as of December 31, 1995, and the related statements 
of profit and loss (on HUD Form No. 92410), partners' equity (deficit), and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of New West 111th Street Two Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that New 
West 111th Street Two Associates will continue as a going concern.  As 
discussed in Note 8, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to generate sufficient cash flows to meet its obligations and sustain its 
operations. Management's plans in regard to these matters are also described 
in Note 8.  The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 22, 1996



<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Olde Rivertown Venture
Washington, D.C.


We have audited the accompanying statement of financial position of Olde 
Rivertown Venture, A Limited Partnership, FHA Project No. 073-35082-PM, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Olde Rivertown Venture at December 31, 
1995, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that Olde 
Rivertown Venture will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations.  
The Partnership defaulted on its mortgage, which was assigned to HUD on April 
14, 1992, and has not made any of its required monthly deposits for insurance 
escrows or replacement reserves since August 1, 1990.  The general partner's 
plans in regard to these matters are described in Note 8.  The financial 
statements do not include any adjustments that might result from the outcome 
of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 19, 1996


<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Park Creek Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Park 
Creek Limited Partnership, A Limited Partnership, FHA Project No. 
101-44111-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Park Creek Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that Park 
Creek Limited Partnership will continue as a going concern.  As discussed in 
Note 2, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to renew or 
replace the Housing Assistance Contract which expires during 1996.  
Management's plans in regard to these matters are also described in Note 2.  
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 15, 1996


<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Pavilion Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Pavilion 
Associates, A Limited Partnership, FHA Project No. 034-44159-LDP, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Pavilion Associates at December 31, 1995, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that 
Pavilion Associates will continue as a going concern.  As discussed in Note 
4, conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless the Partnership is able to 
pay the principal and interest obligations under its deferred acquisition 
note or negotiate further amendments of the terms of the note.  Management's 
plans in regard to this matter are described in Note 4.  The financial 
statements do not include any adjustments that might result from the outcome 
of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 18, 1996



<PAGE>



INDEPENDENT AUDITORS' REPORT

To the Partners of
    Portfolio Properties Three Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Three Associates, A Limited Partnership, as of December 31, 1995, 
and the related statements of operations, partners' equity (deficit), and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Portfolio Properties Three Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain 
sufficient cash flows to meet its obligations and sustain its operations.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 4, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Portfolio Properties Seven Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Seven Associates, A Limited Partnership, as of December 31, 1995 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.  We did not audit the 
financial statements of Milliken Apartments Company, an investee of Portfolio 
Properties Seven Associates, which is accounted for by use of the equity 
method.  The Partnership's equity of $1,159,000 in the net assets of Milliken 
Apartments Company at December 31, 1995, and of $91,000 of that entity's net 
income for the year ended December 31, 1995, are included in the accompanying 
financial statements.  Those financial statements were audited by other 
auditors whose reports thereon have been furnished to us, and our opinion, 
insofar as it relates to amounts included for Milliken Apartments Company, is 
based solely upon the report of the other auditors.

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 and the reports 
of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of Portfolio Properties Seven Associates at December 31, 1995, and 
the results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 6, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Portfolio Properties Eight Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Eight Associates, A Limited Partnership, as of December 31, 1995, 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.  We did not audit the 
financial statements of Brookview Apartments Company Limited, Colony 
Apartments Company Limited, and Village Green Apartments Company Limited, 
investees of Portfolio Properties Eight Associates (collectively referred to 
as "these entities"), which are accounted for by use of the equity method.  
The Partnership's equity of $1,447,000 in the net assets of these entities at 
December 31, 1995, and of $48,000 of these entities' net income for the year 
ended December 31, 1995, are included in the accompanying financial 
statements.  The financial statements of these entities were audited by other 
auditors whose reports have been furnished to us, and our opinion, insofar as 
it relates to amounts included for these entities, is based solely upon the 
reports of the other auditors.

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, based on our audit and the reports of the other auditors, 
such financial statements present fairly, in all material respects, the 
financial position of Portfolio Properties Eight Associates at December 31, 
1995, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 12, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Portfolio Properties Nine Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Nine Associates, A Limited Partnership, as of December 31, 1995, 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit. We did not audit the 
financial statements of Penn Hall Associates Limited Partnership, Haines 
Associates Limited Partnership, and Monmouth Associates Limited Partnership, 
(collectively referred to as "these entities") investees of Portfolio 
Properties Nine Associates, which are accounted for by use of the equity 
method.  The Partnership's equity of $776,000 in the net assets of these 
entities at December 31, 1995, and $16,000 of these entities' net loss for 
the year ended December 31, 1995, are included in the accompanying financial 
statements.  The financial statements of these entities were audited by other 
auditors whose reports have been furnished to us, and our opinion, insofar as 
it relates to amounts included for these entities is based solely upon the 
report of the other auditors.

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 and the reports 
of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of the other auditors, 
such financial statements present fairly, in all material respects, the 
financial position of Portfolio Properties Nine Associates at December 31, 
1995, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 13, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Portfolio Properties Ten Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Ten Associates, A Limited Partnership, as of December 31, 1995, 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.  We did not audit the 
financial statements of Pendleton Riverside Apartments, Oreg. Ltd., an 
investee of Portfolio Properties Ten Associates which is accounted for by use 
of the equity method.  The Partnership's equity of $256,000 in the net assets 
of Pendleton Riverside Apartment, Oreg. Ltd. at December 31, 1995, and 
$29,934 of that entity's net income for the year ended December 31, 1995, are 
included in the accompanying financial statements.  The financial statements 
of Pendleton Riverside Apartments, Oreg. Ltd. were audited by other auditors 
whose report has been furnished to us, and our opinion, insofar as it relates 
to the amounts included for such entity is based solely upon the report of 
such other auditors.

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 and the report of 
other auditors provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of Portfolio Properties Ten Associates at December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 7, 1996


<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Retirement Manor Associates
Washington, D.C.


We have audited the accompanying statement of financial position of 
Retirement Manor Associates, A Limited Partnership, FHA Project No. 
125-35074-PM, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Retirement Manor Associates at December 
31, 1995, and the results of its operations and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that 
Retirement Manor Associates will continue as a going concern.  As discussed 
in Note 9, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless it is able to 
generate sufficient cash flows to meet its obligations and sustain its 
operations. Management's plans in regard to these matters are also described 
in Note 9.  The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 2, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Royal Towers Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Royal 
Towers Limited Partnership, A Limited Partnership, FHA Project No. 084-44088, 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Royal Towers Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that Royal 
Towers Limited Partnership will continue as a going concern.  As discussed in 
Note 11, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 11. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 23, 1996


<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Southridge Apartments Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of 
Southridge Apartments Limited Partnership, A Limited Partnership, FHA Project 
No. 115-44017-LDP-SUP, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' equity (deficit), and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Southridge Apartments Limited Partnership 
at December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that 
Southridge Apartments Limited Partnership will continue as a going concern.  
As discussed in Note 5, conditions exist which raise substantial doubt about 
the ability of the Partnership to continue as a going concern unless the 
Partnership is able to pay principal and interest obligations under its 
deferred acquisition note or negotiate further amendments of the terms of the 
note.  Management's plans in regard to these matters are also discussed in 
Note 5.  The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 15, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
     Spring Bright Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Spring 
Bright Limited Partnership, A Limited Partnership, as of December 31, 1995, 
and the related statements of operations, partners' equity (deficit), and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.  We did 
not audit the financial statements of Brightwood Limited Partnership, an 
investee of Spring Bright Limited Partnership, which is accounted for by use 
of the equity method. The Partnership's share of Brightwood Limited 
Partnership's deficit is $627,875 at December 31, 1995, and it's share of 
that entity's net loss is $150,695 for the year ended December 31, 1995.  
However, as a result of the equity method of accounting for Brightwood 
Limited Partnership's operations, the Partnership's investment balance is 
carried at zero and its share of the loss for the year ended December 31, 
1995 has not been recorded in the Partnership's statement of operations.  The 
financial statements of Brightwood Limited Partnership were audited by other 
auditors whose report has been furnished to us, and our opinion, insofar as 
it relates to amounts included for such entity, is based solely upon the 
report of such other auditor.

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, based on our audit and the report of the other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of Spring Bright Limited Partnership at December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 5, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 5. 
These financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 11, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Spring Meadow Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Spring 
Meadow Limited Partnership, A Limited Partnership, FHA Project No. 
023-44087-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Spring Meadow Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that Spring 
Meadow Limited Partnership will continue as a going concern.  As discussed in 
Note 11, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 11. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 15, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Timberlake Apartments Limited
  Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of 
Timberlake Apartments Limited Partnership, A Limited Partnership, FHA Project 
No. 113-44018, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Timberlake Apartments Limited Partnership 
at December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that 
Timberlake Apartments Limited Partnership will continue as a going concern.  
As discussed in Note 5, conditions exist which raise substantial doubt about 
the ability of the Partnership to continue as a going concern unless the 
Partnership is able to pay the principal and interest obligations under its 
deferred acquisition note or negotiate further amendments of the terms of the 
note. Managements' plan in regard to this matter is described in Note 5.  The 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 23, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Owner of
  Trinity Apartments
Washington, D.C.


We have audited the accompanying statement of financial position of Trinity 
Apartments, a project wholly owned by National Housing Partnership Realty 
Fund IV, as of December 31, 1995, and the related statements of operations 
and owner's equity (deficit), 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, such financial statements present fairly, in all material 
respects, the financial position of Trinity Apartments at December 31, 1995, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that 
Trinity Apartments will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt about the ability of the 
project to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations.  
The owners' plans in regard to these matters are described in Note 8.  The 
financial statements do not include any adjustments that might result from 
the outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 18, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Village Park II
Washington, D.C.


We have audited the accompanying statement of financial position of Village 
Park II, A Limited Partnership, FHA Project No. 114-35213-PM, as of December 
31, 1995, and the related statements of profit and loss (on HUD Form No. 
92410), partners' equity (deficit), and cash flows for the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Village Park II at December 31, 1995, and 
the results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that 
Village Park II will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to arrange a 
workout arrangement with HUD for its mortgage delinquencies.  The general 
partner's plans in regard to these matters are described in Note 8.  The 
financial statements referred to above do not include any adjustments that 
might result from the outcome of these uncertainties.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 19, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Wash-West Properties
Washington, D.C.


We have audited the accompanying statement of financial position of Wash-West 
Properties, A Limited Partnership, FHA Project No. 034-35217-PM-LD, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Wash-West Properties at December 31, 
1995, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.

As discussed in Note 2 to the financial statements, effective January 1, 
1995, the Partnership corrected its method of computing accrued interest on 
the Redevelopment Authority promissory note.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 6, 1996

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  West Oak Village Limited
  Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of West Oak 
Village Limited Partnership, A Limited Partnership, FHA Project No. 
118-44023, as of December 31, 1995, and the related statements of profit and 
loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of West Oak Village Limited Partnership at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

The accompanying financial statements have been prepared assuming that West 
Oak Limited Partnership will continue as a going concern.  As discussed in 
Note 5, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless the Partnership is able 
to pay principal and interest obligations under its deferred acquisition note 
or negotiate further amendments of the terms of the note.  Management's plans 
in regard to these matters are also described in Note 5.  The financial 
statements do not include any adjustments that might result from the outcome 
of this uncertainty.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 31, 1996



<PAGE>

                                  [LETTERHEAD]


                             INDEPENDENT AUDITORS' REPORT



To the Partners
Buffalo Village Associates
Reston,  VA

We have audited the accompanying statement of financial position of Buffalo
Village Associates, FHA Project No. 014-44035-LDP, (A Limited Partnership), as
of December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 23, 1996, on our
consideration of the Partnership's internal control structure, and reports dated
February 23, 1996, on its compliance with laws and regulations, specific
requirements applicable to major and nonmajor HUD programs, and specific
requirements applicable to Affirmative Fair Housing.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
information on pages 13 to 19 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of Buffalo Village
Associates.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.



/s/ Edwards Leap & Sauer

Hollidaysburg, Pennsylvania
February 23, 1996


                                      -1-

<PAGE>


                                  [LETTERHEAD]


                         INDEPENDENT AUDITORS' REPORT



To the Partners
Genesee Gardens Associates (A Limited Partnership)
Reston,  VA


We have audited the accompanying statement of financial position of Genesee
Gardens Associates, FHA Project No. 012-55079-LDC-R, (A Limited Partnership), as
of December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit) and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Genesee Gardens Associates, as
of December 31, 1995, 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.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 20, 1996, on our
consideration of the Partnership's internal control structure, and reports dated
February 20, 1996, on its compliance with laws and regulations, specific
requirements applicable to major and nonmajor HUD programs, and specific
requirements applicable to Affirmative Fair Housing.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
information on pages 13 to 19 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of Genesee Gardens
Associates. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.



/s/ Edwards Leap & Sauer

Hollidaysburg, Pennsylvania
February 20, 1996


                                      -1-

<PAGE>

                                  [LETTERHEAD]


                             INDEPENDENT AUDITORS' REPORT



To the Partners
IDA Tower (A Limited Partnership)
Washington, DC


We have audited the accompanying statement of financial position of IDA Tower,
FHA Project No. 033-44805-LD-R-WAH, (A Limited Partnership), as of December 31,
1995, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity (deficit) and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements based
on our audit.

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 IDA Tower, as of December 31,
1995, 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.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 14, 1996, on our
consideration of the Partnership's internal control structure, and reports dated
February 14, 1996, on its compliance with laws and regulations, specific
requirements applicable to major and nonmajor HUD programs, and specific
requirements applicable to Affirmative Fair Housing.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
information on pages 13 to 19 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of IDA Tower. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



/s/ Edwards Leap & Sauer

Hollidaysburg, Pennsylvania
February 14, 1996


                                      -1-



<PAGE>


                         INDEPENDENT AUDITORS' REPORT



Partners
Franklin Housing Associates



We have audited the accompanying consolidated balance sheet of FRANKLIN 
HOUSING ASSOCIATES AND SUBSIDIARIES as of December 31, 1995, and the related 
consolidated statements of income, partners' equity and cash flows for the 
year then ended. These consolidated financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these consolidated 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 consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Franklin Housing Associates and subsidiaries as of December 31, 1995, and 
the consolidated results of their operations and their consolidated cash 
flows for the year then ended in conformity with generally accepted 
accounting principles.



                                            /s/ Fishbein & Company, P.C.

                                            FISHBEIN & COMPANY, P.C.


Elkins Park, Pennsylvania
March 22, 1996


<PAGE>



                         INDEPENDENT AUDITORS' REPORT


Partners
Franklin New York Avenue Associates



We have audited the accompanying consolidated balance sheet of FRANKLIN NEW 
YORK AVENUE ASSOCIATES AND SUBSIDIARIES as of December 31, 1995, and the 
related consolidated statements of income, partners' equity (deficiency) and 
cash flows for the year then ended. These consolidated financial statements 
are the responsibility of the Partnership's management. Our responsibility is 
to express an opinion on these consolidated 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 consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Franklin New York Avenue Associates and subsidiary as of December 31, 1994, 
and the consolidated results of their operations and their consolidated cash 
flows for the year then ended in conformity with generally accepted 
accounting principles.

                                            /s/ Fishbein & Company, P.C.

                                            FISHBEIN & COMPANY, P.C.


Elkins Park, Pennsylvania
March 13, 1996


<PAGE>

                                  [LETTERHEAD]


                             INDEPENDENT AUDITOR'S REPORT



To The Partners
  62ND STREET LIMITED PARTNERSHIP

We have audited the accompanying balance sheets of 62ND STREET 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
includes 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 62ND STREET 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 information on Schedule I 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.



/s/ Friduss, Lukee, Schiff & Co., P.C.


FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants

Chicago, Illinois
February 9, 1997

<PAGE>

                                  [LETTERHEAD]


                             INDEPENDENT AUDITOR'S REPORT



To The Partners
  CENTRAL WOODLAWN LIMITED PARTNERSHIP

We have audited the accompanying balance sheets of CENTRAL WOODLAWN LIMITED
PARTNERSHIP (An Illinois 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
includes 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 CENTRAL WOODLAWN 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 information on Schedule I provides
additional analysis which 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.



/s/ Friduss, Lukee, Schiff & Co., P.C.

FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants


Chicago, Illinois
March 6, 1997

<PAGE>
                      GEORGE A. HIERONYMUS & COMPANY, L.L.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
GEORGE A. HIERONYMUS, JR.   2651 CAMERON STREET 36607           MEMBER AMERICAN
MARK E. HIERONYMUS                P.O. BOX 7503          INSTITUTE OF CERTIFIED
PATRICIA M. BESSONEN          MOBILE, ALABAMA 36670          PUBLIC ACCOUNTANTS
 ---------------
EVA M. HODGE                                             MEMBER ALABAMA SOCIETY
JOHN J. SHELDON                                             OF CERTIFIED PUBLIC
JOHN W. JEFFRIES                                                    ACCOUNTANTS
ELIZABETH O. TRICE
WALTER F. D'OLIVE                                      FACSIMILE (334) 471-5100
 ---------------                                       TELEPHONE (334) 471-1112
STEPHEN W. MIXON
   OF COUNSEL

                           Independent Auditor's Report

Partners                               HUD Field Office Director
Athens Arms Associates                 75 Spring Street, S.W.
Reston, VA                             Atlanta, Georgia

We have audited the accompanying statement of financial position of Athens 
Arms Associates, A Limited Partnership, FHA Project No. 061-55068-LDI, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), changes in partners' equity (deficit), and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 Athens Arms Associates, A 
Limited Partnership, at December 31, 1995, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 26, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD program, and the nonmajor HUD 
program.

                                     /s/ GEORGE A. HIERONYMUS & COMPANY, L.L.C.


Mobile, Alabama
January 26, 1996

<PAGE>
                      GEORGE A. HIERONYMUS & COMPANY, L.L.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
GEORGE A. HIERONYMUS, JR.   2651 CAMERON STREET 36607           MEMBER AMERICAN
MARK E. HIERONYMUS                P.O. BOX 7503          INSTITUTE OF CERTIFIED
PATRICIA M. BESSONEN          MOBILE, ALABAMA 36670          PUBLIC ACCOUNTANTS
 ---------------
EVA M. HODGE                                             MEMBER ALABAMA SOCIETY
JOHN J. SHELDON                                             OF CERTIFIED PUBLIC
JOHN W. JEFFRIES                                                    ACCOUNTANTS
ELIZABETH O. TRICE
WALTER F. D'OLIVE                                      FACSIMILE (334) 471-5100
 ---------------                                       TELEPHONE (334) 471-1112
STEPHEN W. MIXON
   OF COUNSEL

                           Independent Auditor's Report

Partners                               HUD Field Office Director
Colonial Terrace I Associates          75 Spring Street, S.W.
Reston, VA                             Atlanta, Georgia


We have audited the accompanying statement of financial position of Colonial 
Terrace I Associates, A Limited Partnership, FHA Project No. 061-55011-LD, as 
of December 31, 1995, and the related statements of profit and loss (on HUD) 
Form No. 92410), changes in partners' equity (deficit), and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

In our opinion, the financial statemenets referred to above present fairly, 
in all material respects, the financial position of Colonial Terrace I 
Associates, A Limited Partnership, at December 31, 1995, and the results of 
its operations and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
partnership will continue as a going concern.  As discussed in Note C to the 
financial statements, the deferred acquisition note and accrued interest are 
due December 2, 1996.  The possibility that the partnership will be unable to 
satisfy the debt raises substantial doubt about its ability to continue as a 
going concern.  The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 26, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD program, and Affirmative Fair 
Housing.

                                     /s/ GEORGE A. HIERONYMUS & COMPANY, L.L.C.

Mobile, Alabama
January 26, 1996

<PAGE>
                      GEORGE A. HIERONYMUS & COMPANY, L.L.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
GEORGE A. HIERONYMUS, JR.   2651 CAMERON STREET 36607           MEMBER AMERICAN
MARK E. HIERONYMUS                P.O. BOX 7503          INSTITUTE OF CERTIFIED
PATRICIA M. BESSONEN          MOBILE, ALABAMA 36670          PUBLIC ACCOUNTANTS
 ---------------
EVA M. HODGE                                             MEMBER ALABAMA SOCIETY
JOHN J. SHELDON                                             OF CERTIFIED PUBLIC
JOHN W. JEFFRIES                                                    ACCOUNTANTS
ELIZABETH O. TRICE
WALTER F. D'OLIVE                                      FACSIMILE (334) 471-5100
 ---------------                                       TELEPHONE (334) 471-1112
STEPHEN W. MIXON
   OF COUNSEL

                       Independent Auditor's Report

Partners                                 HUD Field Office Director
Colonial Terrace II Associates           75 Spring Street, S.W.
Reston, VA                               Atlanta, Georgia

We have audited the accompanying statement of financial position of Colonial 
Terrace II Associates, A Limited Partnership, FHA Project No. 061-55017-LD, 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), changes in partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the partnership's management. Our responsibility is to express an opinion 
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993. Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures in 
the financial statements. An audit also includes 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 Colonial Terrace II 
Associates, A Limited Partnership, at December 31, 1995, and the results of 
its operations and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
partnership will continue as a going concern. As discussed in Note C to the 
financial statements, the deferred acquisition note and accrued interest are 
due December 2, 1996. The possibility that the partnership will be unable to 
satisfy the debt raises substantial doubt about its ability to continue as a 
going concern. The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 26, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, and the nonmajor HUD program.

                                     /s/ GEORGE A. HIERONYMUS & COMPANY, L.L.C.

Mobile, Alabama
January 26, 1996

<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                                 March 7, 1996


The Partners                                         HUD Field Office Director
Academy Gardens Associates                           New York, New York
Washington, D.C.

         We have audited the accompanying balance sheet of ACADEMY GARDENS 
ASSOCIATES (A Limited Partnership), HUD Project No. 
012-57138-PM-EC-221(d)(4)-L8, as of December 31, 1995, and the related 
statements of profit and loss (on HUD Form No. 92410), of partners' equity 
and of cash flows for the year then ended. These financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated March 7, 1996, on our consideration of ACADEMY GARDENS ASSOCIATES' 
internal control structure and reports dated March 7, 1996, on its compliance 
with specific requirements applicable to major HUD programs, and specific 
requirements applicable to Affirmative Fair Housing.

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 15 to 23 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP



<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                              January 25, 1996


The Partners                                         HUD Field Office Director
Brunswick Village Limited Partnership                Newark, New Jersey
Washington, D.C.

         We have audited the accompanying balance sheet of BRUNSWICK VILLAGE 
LIMITED PARTNERSHIP, HUD Project No. 031-55075-LDP, as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), of 
partners' equity deficiency and of cash flows for the year then ended. These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated January 25, 1996, on our consideration of BRUNSWICK VILLAGE LIMITED 
PARTNERSHIP'S internal control structure and reports dated January 25, 1996, 
on its compliance with specific requirements applicable to major HUD 
programs, and specific requirements applicable to Affirmative Fair Housing.



<PAGE>


         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 14 to 21 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.



                             /s/ Goldenberg Rosenthal Friedlander, L.L.P.



<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                                 March 7, 1996


The Partners                                         HUD Field Office Director
Buckingham Hall Associates                           New York, New York
Washington, D.C.

         We have audited the accompanying balance sheet of BUCKINGHAM HALL 
ASSOCIATES (A Limited Partnership), HUD Project No. 
012-57190-PM-EC-221(d)(4)-L8, as of December 31, 1995, and the related 
statements of profit and loss (on HUD Form No. 92410), of partners' equity 
deficiency and of cash flows for the year then ended. These financial 
statements are the responsibility of the Partnership's management. Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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



<PAGE>


         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated March 7, 1996, on our consideration of BUCKINGHAM HALL ASSOCIATES' 
internal control structure and reports dated March 7, 1996, on its compliance 
with specific requirements applicable to major HUD programs, and specific 
requirements applicable to Affirmative Fair Housing.

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 14 to 20 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP



<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             February 15, 1996


The Partners
Churchview Gardens Associates
Washington, D.C.

         We have audited the accompanying balance sheet of CHURCHVIEW GARDENS 
ASSOCIATES (A Limited Partnership), as of December 31, 1995, and the related 
statements of operations, of partners' equity deficiency and of cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

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

                                      /s/ Goldenberg Rosenthal Friedlander, LLP








<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                              January 31, 1996


The Partners
Churchview Gardens Limited Partnership
Washington, D.C.

         We have audited the accompanying balance sheet of CHURCHVIEW GARDENS 
LIMITED PARTNERSHIP, HUD Project No. 033-44090-LD, as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), of 
partners' equity (deficiency) and of cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

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




<PAGE>

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 14 to 21 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP

<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             February 15, 1996


The Partners
Harris Gardens Associates
Washington, D.C.

         We have audited the accompanying balance sheet of HARRIS GARDENS 
ASSOCIATES (A Limited Partnership), as of December 31, 1995, and the related 
statements of operations, of partners' equity deficiency and of cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards. 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 HARRIS GARDENS 
ASSOCIATES (A Limited Partnership), as of December 31, 1995, and its results 
of operations and its cash flows for the year then ended, in conformity with 
generally accepted accounting principles.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP




<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             February 1, 1996


The Partners                                         HUD Field Office Director
Harris Gardens Limited Partnership                   Pittsburgh, Pennsylvania
Washington, D.C.

         We have audited the accompanying balance sheet of HARRIS GARDENS 
LIMITED PARTNERSHIP, HUD Project No. 033-44054-LD-SUP, as of December 31, 
1995, and the related statements of profit and loss (on HUD Form No. 92410), 
of partners' equity (deficiency) and of cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated February 1, 1996, on our consideration of HARRIS GARDENS LIMITED 
PARTNERSHIP'S internal control structure and reports dated February 1, 1996, 
on its compliance with specific requirements applicable to major HUD 
programs, and specific requirements applicable to Affirmative Fair Housing.




<PAGE>

         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 15 to 23 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP


<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                            February 15, 1996


The Partners
Hawksworth Gardens Associates
Washington, D.C.

         We have audited the accompanying balance sheet of HAWKSWORTH GARDENS 
ASSOCIATES (A Limited Partnership) as of December 31, 1995, and the related 
statements of operations, of partners' equity and of cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards. 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 HAWKSWORTH 
GARDENS ASSOCIATES (A Limited Partnership) as of December 31, 1995, and its 
results of operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP





<PAGE>


GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             January 31, 1996


The Partners                                         HUD Field Office Director
Hawksworth Limited Partnership                       Pittsburgh, Pennsylvania
Washington, D.C.

         We have audited the accompanying balance sheet of HAWKSWORTH LIMITED 
PARTNERSHIP, HUD Project No. 033-44092-LDP, as of December 31, 1995, and the 
related statements of profit and loss (on HUD Form No. 92410), of partners' 
equity (deficiency) and of cash flows for the year then ended. These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

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





<PAGE>


         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 14 to 21 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.


                                      /s/ Goldenberg Rosenthal Friedlander, LLP

<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                            February 15, 1996


The Partners
Washington Northgate Associates
Washington, D.C.

         We have audited the accompanying balance sheet of WASHINGTON 
NORTHGATE ASSOCIATES (A Limited Partnership), as of December 31, 1995, and 
the related statements of operations, of partners' equity deficiency and of 
cash flows for the year then ended. These financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards. 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 WASHINGTON 
NORTHGATE ASSOCIATES (A Limited Partnership) as of December 31, 1995, and its 
results of operations and its cash flows for the year then ended, in 
conformity with generally accepted accounting principles.


                                      /s/ Goldenberg Rosenthal Friedlander, LLP



<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             January 30, 1996


The Partners                                         HUD Field Office Director
Washington Northgate Limited Partnership             Pittsburgh, Pennsylvania
Washington, D.C.

         We have audited the accompanying balance sheet of WASHINGTON 
NORTHGATE LIMITED PARTNERSHIP, HUD Project No. 033-55031-LDP, as of December 
31, 1995, and the related statements of profit and loss (on HUD Form No. 
92410), of partners' equity and of cash flows for the year then ended. These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated January 30, 1996, on our consideration of WASHINGTON NORTHGATE LIMITED 
PARTNERSHIP'S internal control structure and reports dated January 30, 1996, 
on its compliance with specific requirements applicable to major HUD 
programs, and specific requirements applicable to Affirmative Fair Housing.



<PAGE>

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 14 to 20 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP


<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             February 15, 1996


The Partners
Washington Westgate Associates
Washington, D.C.

         We have audited the accompanying balance sheet of WASHINGTON 
WESTGATE ASSOCIATES (A Limited Partnership), as of December 31, 1995, and the 
related statements of operations, of partners' equity (deficiency) and of 
cash flows for the year then ended. These financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards. 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 WASHINGTON 
WESTGATE ASSOCIATES (A Limited Partnership) as of December 31, 1995, and its 
results of operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP




<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                              January 30, 1996


The Partners                                         HUD Field Office Director
Washington Westgate Limited Partnership              Pittsburgh, Pennsylvania
Washington, D.C.

         We have audited the accompanying balance sheet of WASHINGTON 
WESTGATE LIMITED PARTNERSHIP, HUD Project No. 033-55024-LDP, as of December 
31, 1995, and the related statements of profit and loss (on HUD Form No. 
92410), of partners' equity and of cash flows for the year then ended. These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated January 30, 1996, on our consideration of WASHINGTON WESTGATE LIMITED 
PARTNERSHIP'S internal control structure and reports dated January 30, 1996, 
on its compliance with specific requirements applicable to major HUD 
programs, and specific requirements applicable to Affirmative Fair Housing.




<PAGE>

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 13 to 20 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                       /s/ Goldenberg Rosenthal Friedlander LLP

<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                             SUITE 1150                      FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners
Franklin Chandler Associates
Scottsdale, Arizona

We have audited the accompanying consolidated balance sheet of Franklin 
Chandler Associates, and its Venture, as of December 31, 1995, and the 
related consolidated statements of operations, partners' equity (deficit) and 
cash flows for the year then ended. These consolidated financial statements 
are the responsibility of the Partnership's management. Our responsibility is 
to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement. An audit includes examining, on 
a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as the overall consolidated financial statement presentation. We believe 
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Franklin 
Chandler Associates and its Venture as of December 31, 1995, 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.

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

/s/ Hansen, Hunter & Kibbee, P.C.

January 24, 1996



<PAGE>
                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                             SUITE 1150                      FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners
Haines Associates Limited Partnership
Washington, D.C. 

We have audited the accompanying statement of financial position of Haines 
Associates Limited Partnership, (a Washington limited partnership), FHA 
Project No. 127-35140, as of December 31, 1995 and the related statements of 
profit and loss (on HUD Form 92410), partners' equity (deficit), and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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 Haines Associates Limited 
Partnership as of December 31, 1995 and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated January 19, 1996 on our consideration of Haines' internal 
control structure.  

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


/s/ Hansen, Hunter & Kibbee, P.C.

January 19, 1996


<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                             SUITE 1150                      FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners
King-Bell Associates
Washington, D.C. 

We have audited the accompanying statement of financial position of King-Bell 
Associates, (an Oregon limited partnership), FHA Project No. 126-35190-PM-L8, 
as of December 31, 1995 and the related statements of profit and loss (on HUD 
Form 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 King-Bell Associates as of 
December 31, 1995 and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated January 12, 1996 on our consideration of King-Bell's internal 
control structure.  

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

/s/ Hansen, Hunter & Kibbee, P.C.

January 12, 1996


<PAGE>


                          HANSEN, HUNTER & KIBBEE, P.C.
                           Certified Public Accountants
                             10260 S.W. GREENBURG ROAD
TELEPHONE                           SUITE 1150                        FACSIMILE
(503) 244-2134                PORTLAND, OREGON 97223             (503) 244-9754




                             INDEPENDENT AUDITORS' REPORT

To the Partners                                                                 
Monmouth Associates Limited Partnership       
Washington, D.C. 

We have audited the accompanying statement of financial position of Monmouth
Associates Limited Partnership, (a Washington limited partnership), FHA Project
No. 127-35157, as of December 31, 1995 and the related statements of profit and
loss (on HUD Form 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Monmouth Associates Limited
Partnership as of December 31, 1995 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 17, 1996 on our consideration of Monmouth's internal control
structure.  

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

/s/ Hansen, Hunter & Kibbee, P.C.

January 17, 1996


 
<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.

                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                            SUITE 1150                       FACSIMILE
(503) 244-2134                   PORTLAND, OREGON 97223          (503) 244-9754


                              INDEPENDENT AUDITORS' REPORT

To the Partners               
Pendleton Riverside Apartments, Oreg., Ltd.       
Washington, D.C. 

We have audited the accompanying statement of financial position of Pendleton
Riverside Apartments, Oreg., Ltd., (an Oregon limited partnership), FHA Project
No. 126-44093-LD-SUP, as of December 31, 1995 and the related statements of
profit and loss (on HUD Form 92410), partners' equity (deficit), and cash flows
for the year then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government 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 Pendleton Riverside Apartments,
Oreg., Ltd. as of December 31, 1995 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 12, 1996 on our consideration of Pendleton Riverside's internal
control structure.  
 
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The additional information, as referred to in the
Table of Contents, is presented for the purposes of additional analysis and is
not a required part of the basic financial statements.  This additional
information is the responsibility of the Partnership's management.  Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, the additional
information is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.  


/s/ Hansen, Hunter & Kibbee, P.C.

January 12, 1996 


<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                            SUITE 1150                       FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners 
Penn Hall Associates Limited Partnership       
Washington, D.C. 

We have audited the accompanying statement of financial position of Penn Hall
Associates Limited Partnership, (a Washington limited partnership), FHA Project
No. 127-35159, as of December 31, 1995 and the related statements of profit and
loss (on HUD Form 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Penn Hall Associates Limited
Partnership as of December 31, 1995 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 1996 on our consideration of Penn Hall's internal control
structure.   

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


/s/ Hansen, Hunter & Kibbee, P.C.

January 19, 1996 


<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                            SUITE 1150                       FACSIMILE
(503) 244-2134                 PORTLAND, OREGON 97223            (503) 244-9754


                             INDEPENDENT AUDITORS' REPORT

To the Partners   
Rodeo Drive Limited Partnership                                   
Washington, D.C. 

We have audited the accompanying statement of financial position of Rodeo Drive
Limited Partnership, (a California limited partnership), FHA Project No.
122-44452-LDP, as of December 31, 1995 and the related statements of profit and
loss (on HUD Form 92410), partners' deficit, and cash flows for the year then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States.  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 Rodeo Drive Limited Partnership
as of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 12, 1996 on our consideration of Rodeo Drive Limited Partnership's
internal control structure.  

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

 
/s/ Hansen, Hunter & Kibbee, P.C.

January 12, 1996


<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                            SUITE 1150                       FACSIMILE
(503) 244-2134                   PORTLAND, OREGON 97223          (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners  
South Mountain Terrace, Ltd.                                   
Washington, D.C. 

We have audited the accompanying statement of financial position of South
Mountain Terrace, Ltd., (an Arizona limited partnership), FHA Project No.
123-35139, as of December 31, 1995 and the related statements of profit and loss
(on HUD Form 92410), partners' equity (deficit), and cash flows for the year
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 South Mountain Terrace, Ltd. as
of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 10, 1996 on our consideration of South Mountain Terrace Ltd.'s
internal control structure.  

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


/s/ Hansen, Hunter & Kibbee, P.C.

January 10, 1996


<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                            SUITE 1150                       FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners  
Woodland Apartments, Oreg., Ltd.       
Washington, D.C. 

We have audited the accompanying statement of financial position of Woodland
Apartments, Oreg., Ltd., (an Oregon limited partnership), FHA Project No.
126-44118-LDP-SUP, as of December 31, 1995 and the related statements of profit
and loss (on HUD Form 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Woodland Apartments, Oreg.,
Ltd. as of December 31, 1995 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 12, 1996 on our consideration of Woodland's internal control
structure.  

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


/s/ Hansen, Hunter & Kibbee, P.C.

January 12, 1996


<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                             



January 16, 1996


Partners
630 East Lincoln Avenue Associates
Washington, D.C.


We have audited the accompanying statement of financial position of 630 East
Lincoln Avenue Associates, FHA Project No. 012-57139-PM-EC, A Limited
Partnership, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity, and cash flows for the year then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 630 East Lincoln Avenue
Associates at December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                             INDEPENDENT AUDITOR'S REPORT




February 2, 1996



Partners
Aspen Stratford Apartments Company B
Washington, D.C.

We have audited the accompanying statement of financial position of Aspen
Stratford Apartments Company B, FHA Project No. 031-35194-LD-SR, A Limited
Partnership, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Aspen Stratford Apartments
Company B at December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

/s/ J. A. Plumer & Co., P.A.
    
CERTIFIED PUBLIC ACCOUNTANTS 


<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                             


January 29, 1996


Partners        
Aspen Stratford Apartments Company C                                    
Washington, D.C.


We have audited the accompanying statement of financial position of Aspen
Stratford Apartments Company C, FHA Project No. 031-35195-LD-SR, A Limited
Partnership, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Aspen Stratford Apartments
Company C at December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
   

January 24, 1995



Partners                                           
Benjamin Banneker Plaza Associates                 
Washington, D.C.


We have audited the accompanying statement of financial position of Benjamin
Banneker Plaza Associates, FHA Project No. 034-44108-NP, A Limited Partnership,
as of December 31, 1995, and the related statements of profit and loss (on HUD
Form No. 92410), partners' equity, and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Benjamin Banneker Plaza
Associates at December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.


/s/ J. A. Plumer & Co., P.A.
   

CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>

 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
   


February 18, 1996


Partners
Benton Square, Ltd.
Washington, D.C.



We have audited the accompanying statement of financial position of Benton
Square, Ltd., FHA Project No. 084-35236-L8-PM-SR, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Benton Square, Ltd. at December
31, 1995, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming the
Partnership will continue as a going concern.  As discussed in Note I to the
financial statements, the Partnership has a net capital deficiency that raises
substantial doubt about its' ability to continue as a going concern. 
Management's plans in regard to these matters are also described in Note I.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ J. A. Plumer & Co., P.A.
   


CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
   

January 16, 1996


Partners
Brightwood Limited Partnership
Washington, D.C.



We have audited the accompanying statement of financial position of Brightwood
Limited Partnership, FHA Project No. 051-55001-LD, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Brightwood Limited Partnership
at December 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.
   

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
   



March 7, 1996



Partners
Carter Associates Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Carter
Associates Limited Partnership, MHFA Project No. 71-171-N, A Limited
Partnership, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Carter Associates Limited
Partnership, A Limited Partnership, at December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.
   
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
   


February 8, 1996


Partners
Cherry Estates
Washington, D.C.



We have audited the accompanying statement of financial position of Cherry
Estates, FHA Project No. 042-35109-LDP, A Limited Partnership, as of December
31, 1995, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity (deficit), and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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 Cherry Estates at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated February 8, 1996 on our consideration of Cherry Estates' internal control
structure and a report dated February 8, 1996 on its compliance with laws and
regulations.

/s/ J. A. Plumer & Co., P.A.
   

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
   

January 30, 1996


Partners
Christopher Court Housing Company
Washington, D.C.


We have audited the accompanying statement of financial position of Christopher
Court Housing Company, FHA Project No. 012-57097-LD-220-L8, A Limited
Partnership, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Christopher Court Housing
Company at December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

/s/ J. A. Plumer & Co., P.A.
   

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           




March 7, 1996


Partners
Concord Houses Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Concord
Houses Associates, MHFA Project No. 73-106-N, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Concord Houses Associates, A
Limited Partnership, at December 31, 1995, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 12, 1996



Partners
Duke Manor Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Duke Manor
Associates, FHA Project No. 034-35149-LD, A Limited Partnership, as of December
31, 1995, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity, and cash flows for the year then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Duke Manor Associates at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 7, 1996


Partners
Elderly Housing Associates Ltd. Partnership
Washington, D.C.



We have audited the statements of financial position of Elderly Housing
Associates Ltd. Partnership, FmHA Project No. 24-11-133-3698, A Limited
Partnership, as of December 31, 1995 and 1994, and the related statements of
profit and loss, partners' equity, and cash flows for the years then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our 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 Elderly Housing Associates Ltd.
Partnership as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 12, 1996



Partners
Ferncliff Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Ferncliff
Limited Partnership, A Limited Partnership, as of December 31, 1995, and the
related statements of operations, partners' equity (deficit), and cash flows for
the year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.  

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

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 7, 1996


Partners
Forest Apartments Associates
Washington, D.C.



We have audited the accompanying statement of financial position of Forest
Apartments Associates, FHA Project No. 044-35493-PM-L8, A Limited Partnership,
as of December 31, 1995, and the related statements of profit and loss (on HUD
Form No. 92410), partners' equity, and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Forest Apartments Associates at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 23, 1996


Partners
Gate Manor Apartments, Ltd.
Washington, D.C.



We have audited the accompanying statement of financial position of Gate Manor
Apartments, Ltd., FHA Project No. 087-35144-PM-L8, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Gate Manor Apartments, Ltd. at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

January 22, 1996



Partners
Greenfield Apartments Limited Partnership
Washington, D.C.



We have audited the accompanying statement of financial position of Greenfield
Apartments Limited Partnership, FHA Project No. 051-55018-LDP, A Limited
Partnership, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity, and cash flows for the year then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Greenfield Apartments Limited
Partnership at December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 11, 1996



Partners
Greenfield Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Greenfield
Limited Partnership, A Limited Partnership, as of December 31, 1995, and the
related statements of operations, partners' equity (deficit), and cash flows for
the year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.  

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

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 25, 1996




Partners
Greenfield North Apartments Limited Partnership
Washington, D.C.



We have audited the accompanying statement of financial position of Greenfield
North Apartments Limited Partnership, FHA Project No. 051-44030-LDP, A Limited
Partnership, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity, and cash flows for the year then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Greenfield North Apartments
Limited Partnership at December 31, 1995, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

March 9, 1996


Partners
Greenfield North Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of 
Greenfield North Limited Partnership, A Limited Partnership, as of December 
31, 1995, and the related statements of operations, partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.  

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Greenfield North Limited 
Partnership, A Limited Partnership, as of December 31, 1995, and the results 
of its operations and its cash flows for the year then ended in conformity 
with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS 


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

February 6, 1996


Partners
Haili Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Haili 
Associates, FHA Project No. 140-35089-LDP-L8, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Haili Associates at December 
31, 1995, and the results of its operations and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

February 22, 1996


Partners
Hollows Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Hollows 
Associates, FHA Project No. 012-32191-LD-WAH-L8, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Hollows Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

January 25, 1996


Partners
Houston Aristocrat Apartments, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Houston 
Aristocrat Apartments, Ltd., FHA Project No. 114-44031-LDP, A Limited 
Partnership, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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 Houston Aristocrat 
Apartments, Ltd. at December 31, 1995, and the results of its operations and 
its cash flows for the year then ended in conformity with generally accepted 
accounting principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

February 6, 1996


Partners
Kapuna Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Kapuna 
Associates, FHA Project No. 140-38005-PM-L8, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Kapuna Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

February 22, 1996


Partners
Kimberton Apartments Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Kimberton 
Apartments Associates, FHA Project No. 032-44013-LD, A Limited Partnership, 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 Kimberton Apartments 
Associates at December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

February 6, 1996


Partners
Koolau Housing Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Koolau 
Housing Associates, FHA Project No. 140-35091-LDP-L8, A Limited Partnership, 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Koolau Housing Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

February 14, 1996


Partners
Lakeview Arms Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Lakeview 
Arms Associates, FHA Project No. 012-35474-PM-L8, A Limited Partnership, as 
of December 31, 1995, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity, and cash flows for the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Lakeview Arms Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS



<PAGE>

 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 16, 1996


Partners
Lee-Hy Manor Associates Limited Partnership
Washington, D.C.



We have audited the accompanying statement of financial position of Lee-Hy 
Manor Associates Limited Partnership, FHA Project No. 051-35326-PM-L8, A 
Limited Partnership, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' equity (deficit), and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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 Lee-Hy Manor Associates 
Limited Partnership at December 31, 1995, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.


/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS
 

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 5, 1996


Partners
Locust Park Associates
Washington, D.C.



We have audited the accompanying statement of financial position of Locust 
Park Associates, FHA Project No. 052-44124-LDP-SUP, A Limited Partnership, as 
of December 31, 1995, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Locust Park Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.


/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


March 15, 1996


Partners
Loring Towers Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Loring 
Towers Associates, MHFA Project No. 70-003-N, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Loring Towers Associates, A 
Limited Partnership, at December 31, 1995, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.



/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 5, 1996


Partners
Mahoning Associates
Washington, D.C.


We have audited the statements of financial position of Mahoning Associates, 
FmHA Project No. 44-47-133-1470, A Limited Partnership, as of December 31, 
1995 and 1994, and the related statements of profit and loss, partner's 
equity, and cash flows for the years then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.  

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

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



/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 18, 1996


Partners
Milliken Apartments Company
Washington, D.C.



We have audited the accompanying statement of financial position of Milliken 
Apartments Company, FHA Project No. 023-44122-LD, A Limited Partnership, as 
of December 31, 1995, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Milliken Apartments Company 
at December 31, 1995, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.


/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 1, 1996


Partners
Monument Street Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Monument 
Street Limited Partnership, FHA Project No. 052-44094-LD, A Limited 
Partnership, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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 Monument Street Limited 
Partnership at December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.


/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



January 26, 1996


Partners
Neighborhoods of the Universities
  Lock Street Apartments Company
Washington, D.C.


We have audited the accompanying statement of financial position of 
Neighborhoods of the Universities Lock Street Apartments Company, FHA Project 
No. 031-35213-LD-L8, A Limited Partnership, as of December 31, 1995, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity (deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

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 Neighborhoods of the 
Universities Lock Street Apartments Company, at December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.


/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 19, 1996




Partners                                  
Oak Hollow South Associates               
Washington, D.C.


We have audited the accompanying statements of financial position of Oak 
Hollow South Associates, PHFA Project No. R-650-8F, A Limited Partnership, as 
of December 31, 1995 and 1994, and the related statements of profit and loss 
(on HUD Form No. 92410), changes in partners' equity, and cash flows for the 
years then ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.  

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

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



/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 12, 1996



Partners
Oak Park Limited Partnership  
Washington, DC


We have audited the accompanying statements of financial position of Oak Park 
Limited Partnership, A Limited Partnership, as of December 31, 1995, and the 
related statements of operations, partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.  

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Oak Park Limited 
Partnership, A Limited Partnership, as of December 31, 1995, and the results 
of its operations and its cash flows for the year then ended in conformity 
with generally accepted accounting principles.


/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 14, 1996


Partners         
Orchard Mews Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Orchard 
Mews Associates, FHA Project No. 052-44200-LD-SUP-R, A Limited Partnership, 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 Orchard Mews Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.


/s/ J.A. Plumer & Co., P.A.
CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                           J. A. PLUMER & CO., P.A.
                         CERTIFIED PUBLIC ACCOUNTANTS
                             4909 CORDELL AVENUE
                           BETHESDA, MARYLAND  20814
                                 (301) 986-5760
                               Fax (301) 986-4940
                                           

                          INDEPENDENT AUDITOR'S REPORT
                                           



February 13, 1996



Partners 
Oxford Place Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Oxford Place
Associates, A Limited Partnership, FHA Project No. 016-57004WAH-LDP-231-L8 , as
of December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Oxford Place Associates at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                 (301) 986-5760
                               Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



March 16, 1996



Partners
Pittsfield Neighborhood Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Pittsfield
Neighborhood Associates, MHFA Project No. 79-093-R, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Pittsfield Neighborhood
Associates, A Limited Partnership, at December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



March 12, 1996



Partners
Portfolio Properties Fifteen Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Portfolio
Properties Fifteen Associates, A Limited Partnership, as of December 31, 1995,
and the related statements of operations, partners' equity (deficit), and cash
flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  

We conducted our audit in accordance with generally accepted auditing standards.
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 Portfolio Properties Fifteen
Associates, A Limited Partnership, as of December 31, 1995, and the results of
its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 

                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



March 11, 1996



Partners
Portfolio Properties Four Associates  
Washington, D.C.


We have audited the accompanying statement of financial position of Portfolio
Properties Four Associates, A Limited Partnership, as of December 31, 1995, and
the related statements of operations, partners' equity (deficit), and cash flows
for the year then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  

We conducted our audit in accordance with generally accepted auditing standards.
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 Portfolio Properties Four
Associates, A Limited Partnership, as of December 31, 1995, and the results of
its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



February 12, 1996



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


We have audited the accompanying statements of financial position of Prince
Street Towers Limited Partnership, PHFA Project No. R-414-8E, A Limited
Partnership, as of December 31, 1995 and 1994, and the related statements of
profit and loss (on HUD Form No. 92410), partners' equity (deficit), and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

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


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 

                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



February 16, 1996



Partners
Registry Square, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Registry
Square, Ltd., FHA Project No. 084-35237-L8-PM-SR, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Registry Square, Ltd. at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

The financial statements referred to above have been prepared assuming the
Partnership will continue as a going concern.  As discussed in Note J to the
financial statements, the Partnership has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. 
Management's plans in regard to these matters are also described in Note J.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



January 22, 1996



Partners
Sencit-Lebanon Company
Washington, D.C.


We have audited the accompanying statement of financial position of
Sencit-Lebanon Company, FHA Project No. 034-35094-PM, A Limited Partnership, as
of December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Sencit-Lebanon Company at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



February 12, 1996



Partners
St. Nicholas Associates
Washington, D.C.


We have audited the accompanying statement of financial position of St. Nicholas
Associates, FHA Project No. 012-57199-PM-EC-L8, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 St. Nicholas Associates at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 13, 1996


Partners
Tamarac Pines, Ltd.
Washington, D.C.



We have audited the accompanying statement of financial position of Tamarac 
Pines, Ltd., FHA Project No. 114-35233-PM-L8, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Tamarac Pines, Ltd. at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



February 13, 1996



Partners
Tamarac Pines II, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Tamarac
Pines II, Ltd., FHA Project No. 114-35270-PM-L8, A Limited Partnership, as of
December 31, 1995, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Tamarac Pines II, Ltd. at
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 28, 1996


Partners
Taunton Green Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Taunton 
Green Associates, MHFA Project No. 79-096-R, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Taunton Green Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT

                                           


February 16, 1996



Partners
Taunton II Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Taunton 
II Associates, MHFA Project No. 81-056-N, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 Taunton II Associates, A 
Limited Partnership, at December 31, 1995, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 14, 1996



Partners
The National Housing Partnership-II   
Washington, DC


We have audited the accompanying statement of financial position of The 
National Housing Partnership-II, A Limited Partnership, as of December 31, 
1995, and the related statements of operations, partners' equity (deficit), 
and cash flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.  

We conducted our audit in accordance with generally accepted auditing 
standards. 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 The National Housing 
Partnership-II, A Limited Partnership, as of December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.


/s/ J.A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT




February 19, 1996


Partners                                    Commissioner of Housing
Tompkins Terrace Associates                  and Community Renewal
Washington, D.C.                             of the State of New York
                                            Bronx, New York



We have audited the accompanying comparative balance sheet of Tompkins 
Terrace Associates, UDC Project No. 35, A Limited Partnership, as of December 
31, 1995 and 1994 and the related summary and statement of income and 
expenses, analysis of income sufficiency and statement of cash flows for the 
year ended December 31, 1995 included in the Certified Annual Financial and 
Operating Report to the Commissioner of Housing and Community Renewal 
Executive Department of the State of New York.  These 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 Tompkins Terrace Associates 
at December 31, 1995 and 1994, and the results of its operations, its 
analysis of income sufficiency and its cash flows for the year ended December 
31, 1995 in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated February 19, 1996 on our consideration of Tompkins Terrace  
Associates' internal control structure and a report dated February 19, 1996 
on its compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The additional information on pages 
14 through 29 is presented for purposes of additional anaylsis 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, the additional information is 
fairly stated, in all material respects, in relation to the basic financial 
statements taken as a whole.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 6, 1996


Partners
Waipahu Associates
Washington, D.C.



We have audited the accompanying statement of financial position of Waipahu 
Associates, FHA Project No. 140-35087-LDP-L8, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Waipahu Associates at 
December 31, 1995, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT




January 21, 1996


Partners
Washington Chinatown Associates
Washington, D.C.



We have audited the accompanying statement of financial position of 
Washington Chinatown Associates, FHA Project No. 32023-PM-L8, A Limited 
Partnership, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 Washington Chinatown 
Associates at December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 16, 1996


Partners
Windsor Apartments Associates
Washington, D.C.



We have audited the accompanying statement of financial position of Windsor 
Apartments Associates, FHA Project No. 032-44012-LD-WAH-SUP, A Limited 
Partnership, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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 Windsor Apartments 
Associates at December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT




January 19, 1996


Partners
Woodcrest Apartments, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Woodcrest 
Apartments, Ltd., FHA Project No. 133-44034-LD-SUP, A Limited Partnership, as 
of December 31, 1995, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 aspects, the financial position of Woodcrest Apartments, Ltd., A 
Limited Partnership, at December 31, 1995, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS 

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT



February 15, 1996


Partners
Worcester Episcopal Housing Company                                     
Washington, D.C.


We have audited the accompanying statement of financial position of Worcester 
Episcopal Housing Company, MHFA Project No. 71-216-N, A Limited Partnership, 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 Worcester Episcopal Housing 
Company, A Limited Partnership, at December 31, 1995, and the results of its 
operations and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS 

<PAGE>


                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners
of Two Bridges Associates


We have audited the accompanying balance sheet of Two Bridges Associates as 
of December 31, 1995, and the related statements of income, changes in 
partners' capital, and cash flows for the year then ended.  These financial 
statements are the responsibility of 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 Two Bridges Associates as of 
December 31, 1995 and the results of its operations, changes in partners' 
capital, and cash flows for the year then ended in conformity with generally 
accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, Office of Inspector General in July 1993, we have also 
issued reports dated January 25, 1996 on our consideration of the 
Partnership's internal control structure, on its compliance with specific 
requirements applicable to major HUD programs and on its compliance with 
specific requirements applicable to Affirmative Fair Housing.

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 15 to 25 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership.  Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated in all material respects in relation to the basic financial 
statements taken as a whole.

                                       /s/ Marks Shron & Company LLP
January 25, 1996
<PAGE>

PRAGUE & RICHMOND, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
- -------------------------------------------------------------------------------
                                                Twenty Walnut Street, Suite 215
                                                 Wellesley, Massachusetts 02181
                                             (617) 237-5555  FAX (617) 237-7779

                         INDEPENDENT AUDITOR'S REPORT

To the Partners of Crosland Housing Associates, L.P.

We have audited the accompanying balance sheet of Crosland Housing Associates,
L.P. (a limited partnership), HUD Project No. 054-35480-PM-L8, for the year
ended December 31, 1995, and the related statements of income and expense,
changes in 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 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 Crosland Housing Associates,
L.P., HUD Project No. 054-35480-PM-L8 as of December 31, 1995 and the results
of its operations and its cash flows and its analysis of owners' equity for
the year then ended in conformity with generally accepted accounting
principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 12 to 17) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements of Crosland Housing Associates, L.P., HUD Project
No. 054-35480-PM-L8. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

This report is intended for management and the U.S. Department of Housing and
Urban Development. This restriction is not intended to limit the distribution
of this report, which is a matter of public record.

/s/ Andrew P. Prague, CPA


Prague & Richmond, P.C.
Certified Public Accountants
Wellesley, Massachusetts
February 8, 1996
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Beautiful Village Associates
  Redevelopment Company

    We have audited the accompanying statement of financial position of 
Beautiful Village Associates Redevelopment Company, A Limited Partnership as 
of December 31, 1995, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' deficit and cash flows for the year then ended.  
These financial statements are the responsibility of the partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Beautiful Village 
Associates Redevelopment Company, A Limited Partnership as of December 31, 
1995, and the results of its operations, the changes in partners' deficit and 
cash flows for the year then ended, in conformity with generally accepted 
accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole. 


<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated February 17, 1996 on our consideration of Beautiful Village 
Associates Redevelopment Company's internal control structure and on its 
compliance with specific requirements applicable to major HUD programs, 
affirmative fair housing and laws and regulations applicable to the financial 
statements.

                                     /s/ Reznick Fedder & Silverman

Bethesda, Maryland                    Federal Employer
April 3, 1996                           Identification Number:
                                        52-1088612

Audit Principal: Renee G. Scruggs
<PAGE>



                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Branchwood Towers Limited Partnership

    We have audited the accompanying statement of financial position of 
Branchwood Towers Limited Partnership as of December 31, 1995, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

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

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 27 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.

<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 24, 1996 on our consideration of Branchwood Towers 
Limited Partnership's internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing, and laws and regulations applicable to the financial statements. 

                                       /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer 
January 24, 1996                         Identification Number:
                                         52-1088612  


Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Citrus Park Associates, Ltd.

    We have audited the accompanying statement of financial position of 
Citrus Park Associates, Ltd., A Limited Partnership as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Citrus Park 
Associates, Ltd., A Limited Partnership as of December 31, 1995, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.


<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 24, 1996 on our consideration of Citrus Park 
Associates, Ltd.'s internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing, and laws and regulations applicable to the financial statements.

                                                /s/ Reznick Fedder & Silverman

Bethesda, Maryland                              Federal Employer
January 24, 1996                                  Identification Number:
                                                  52-1088612


Audit Principal:  Renee G. Scruggs


<PAGE>
                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Community Circle II Limited

    We have audited the accompanying statement of financial position of 
Community Circle II Limited, A Limited Partnership as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Community Circle 
II Limited, A Limited Partnership as of December 31, 1995, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended, in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information shown on 
pages 18 through 26 is presented for purposes of additional analysis and is 
not a required part of the basic financial statements.  Such information has 
been subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.


<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 25, 1996 on our consideration of Community Circle II 
Limited's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 

                                                 /s/ Reznick Fedder & Silverman

Bethesda, Maryland                               Federal Employer 
January 25, 1996                                   Identification Number:
                                                   52-1088612     
Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Copperstone Circle Limited Partnership

    We have audited the accompanying balance sheet of Copperstone Circle 
Limited Partnership as of December 31, 1995, and the related statements of 
operations, partners' deficit and cash flows for the year then ended.  These 
financial statements are the responsibility of the partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

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

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, the partnership's major asset is an investment in a 
Local Partnership. That entity has a contract for rental subsidies 
representing a significant portion of its revenue, which is due to expire 
during 1996. Accordingly, the partnership may not be able to realize the 
carrying value of its investment in the Local Partnership which raises 
substantial doubt about the partnership's ability to continue as a going 
concern.  Management's plans in regard to this matter are also described in 
note B.  The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.

                                                /s/ Reznick Fedder & Silverman

Bethesda, Maryland
February 8, 1996

<PAGE>
                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Copperstone Limited Partnership

    We have audited the accompanying statement of financial position of 
Copperstone Limited Partnership as of December 31, 1995, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, the partnership's housing assistance payment 
contract with the Federal Housing Administration expires during 1996 which 
raises substantial doubt about the partnership's ability to continue as a 
going concern. Management's plans in regard to this matter are also described 
in note B. The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.



<PAGE>

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 31, 1996 on our consideration of Copperstone Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 

                                                 /s/ Reznick Fedder & Silverman

Bethesda, Maryland                               Federal Employer
January 31, 1996                                   Identification Number:
                                                   52-1088612

Audit Principal:  Renee G. Scruggs


<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Country Lakes Associates Two, 
  A Limited Partnership

    We have audited the accompanying statement of financial position of 
Country Lakes Associates Two, A Limited Partnership as of December 31, 1995, 
and the related statements of profit and loss, partners' deficit and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland
February 9, 1996


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Diakonia Associates Limited Partnership

    We have audited the accompanying statement of financial position of 
Diakonia Associates Limited Partnership, R.I.H.M.F.C. Project No.: 
RI43-H023-022, as of June 30, 1995, and the related statements of profit and 
loss (on HUD Form No. 92410), partners' equity and cash flows for the year 
then ended.  These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes 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 Diakonia 
Associates Limited Partnership, R.I.H.M.F.C. Project No.: RI43-H023-022, as 
of June 30, 1995, and the results of its operations and its cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
16 through 23 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.


<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated August 15, 1995 on our consideration of Diakonia Associates 
Limited Partnership's internal control structure and on its compliance with 
specific requirements applicable to major RIHMFC and HUD programs, 
affirmative fair housing, and laws and regulations applicable to the 
financial statements. 

                                           /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
August 15, 1995                          Identification Number:
                                         52-1088612


Audit Principal: Renee G. Scruggs

<PAGE>
                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Easton Terrace I Associates
  A Limited Partnership

    We have audited the accompanying statement of financial position of 
Easton Terrace I Associates as of December 31, 1995, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' deficit and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Easton Terrace I 
Associates, A Limited Partnership as of December 31, 1995, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended, in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 28 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.



<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 27, 1996 on our consideration of Easton Terrace I 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                                /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                     Federal Employer
January 27, 1996                                         Identification Number:
                                                         52-1088612


Audit Principal:  Renee G. Scruggs



<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Eastridge Apartments,
  A Limited Partnership

    We have audited the accompanying statement of financial position of 
Eastridge Apartments, A Limited Partnership as of December 31, 1995, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' equity
 and cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

    The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  As discussed in note B to the
financial statements, one of the partnership's housing assistance payment 
contracts with the Federal Housing Administration expires during 1996 which 
raises substantial doubt about the partnership's ability to continue as a going 
concern.  Management's plans in regard to this matter are also described in 
note B.  The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.



<PAGE>

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 27 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.

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 17, 1996 on our consideration of Eastridge Apartments, 
A Limited Partnership's internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing, and laws and regulations applicable to the financial statements.

                                           /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                    Federal Employer
January 17, 1996                                        Identification Number:
                                                        52-1088612

Audit Principal:  Renee G. Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Eastridge Apartments Associates

    We have audited the accompanying balance sheet of Eastridge Apartments
Associates, A Limited Partnership, as of December 31, 1995, and the related
statements of operations, partners' deficit and cash flows for the year then
ended.  These financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards.  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 Eastridge Apartments
Associates as of December 31, 1995, and the results of its operations, changes
in partners' deficit and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  AS discussed in note B to the
financial statements, the partnership's major asset is an investment in a Local
Partnership.  That entity has a contract for rental subsidies representing a
significant portion of its revenue, which is due to expire during 1996. 
Accordingly, the partnership may not be able to realize the carrying value of
its investment in the Local Partnership, which raises substantial doubt about
the partnership's ability to continue as a going concern.  Management's plans in
regard to this matter are also described in note B.  The financial statements do
note include any adjustments that might result from the outcome of this
uncertainty.

                                           /s/ Reznick Fedder & Silverman

Bethesda, Maryland
February 8, 1996



<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Emory Grove Associates Limited Partnership

    We have audited the accompanying balance sheet of Emory Grove Associates 
Limited Partnership as of December 31, 1995, and the related statements of 
operations, partners' deficit and cash flows for the year then ended.  These 
financial statements are the responsibility of the partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

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

                                           /s/ Reznick Fedder & Silverman

Bethesda, Maryland
February 22, 1996


<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Emory Grove Limited Partnership

    We have audited the accompanying statement of financial position of Emory 
Grove Limited Partnership as of December 31, 1995, and the related statements 
of profit and loss (on HUD Form No. 92410), partners' equity and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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

    As discussed in note G to the financial statements, the partnership 
entered into an agreement, subsequent to year-end, to sell the project.

    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 
20 through 27 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.



<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated February 12, 1996 on our consideration of Emory Grove Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                                /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                     Federal Employer
February 12, 1996                                        Identification Number:
                                                         52-1088612

Audit Principal:  Jeffrey D. Barsky


<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
First Alexandria Associates

    We have audited the accompanying statement of financial position of First 
Alexandria Associates, A Limited Partnership as of December 31, 1995, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 First Alexandria 
Associates, A Limited Partnership at December 31, 1995, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 28 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information, except 
for that portion marked "unaudited," on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.


<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 17, 1996 on our consideration of First Alexandria 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 


                                       /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
January 17, 1996                       Identification Number:
                                       52-1088612



Audit Principal:  Renee G. Scruggs




<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Flatbush NSA Associates


    We have audited the accompanying statement of financial position of 
Flatbush NSA Associates, A Limited Partnership as of December 31, 1995, and 
the related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended. These financial statements are 
the responsibility of the partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes 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 Flatbush NSA 
Associates, A Limited Partnership as of December 31, 1995, and the results of 
its operations, the changes in partners' equity and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

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



<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 17, 1996 on our consideration of Flatbush NSA 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 17, 1996                              Identification Number:
                                              52-1088612


Audit Principal:   Renee G. Scruggs


<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Franklin Square School Associates

    We have audited the accompanying statement of financial position of 
Franklin Square School Associates, A Limited Partnership as of December 31, 
1995, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Franklin Square 
School Associates, A Limited Partnership as of December 31, 1995, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on page 
19 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relations to the basic financial statements taken as a whole.




<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 22, 1996 on our consideration of Franklin Square School 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                        /s/ Reznick Fedder & Silverman

Bethesda, Maryland                      Federal Employer
January 22, 1996                          Identification Number:
                                          52-1088612

Audit Principal: Renee G. Scruggs

<PAGE>
                       Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         A Professional Corporation

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

                             INDEPENDENT AUDITORS' REPORT

Partners                               HUD Field Office Director
Gates Mill I Limited Partnership       The Renaissance on Playhouse Square #500
Washington, D.C.                       Cleveland, Ohio 44115-1815

We have audited the accompanying statement of financial position of Gates 
Mills I Limited Partnership, An Ohio Limited Partnership, F.H.A. Project No.: 
042-44062-LDP, as of December 31, 1995, and the related statements of profit 
and loss (on HUD Form No.92410), partners' deficit and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Gates Mills I Limited 
Partnership as of December 31, 1995, and the results of its operations, 
changes in partners' deficit and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information, as 
referred to 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 audit 
of the basic financial statements and, in our opinion, the supplemental 
information 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 reports 
dated January 30, 1996, on our consideration of Gates Mills I Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD Programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                       /s/ Reznick Fedder & Silverman


Bethesda, Maryland                     Federal Employer
January 30, 1996                       Identification Number
Lead Auditor: David H. Lavine          52-1088612




<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Grosvenor House Associates
  Limited Partnership

     We have audited the accompanying statement of financial position of 
Grosvenor House Associates Limited Partnership, A Limited Partnership, as of 
December 31, 1995, and the related statements of profit and loss, partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Grosvenor House 
Associates Limited Partnership, A Limited Partnership,  as of December 31, 
1995, and the results of its operations, changes in partners' deficit and 
cash flows for the year then ended, in conformity with generally accepted 
accounting principles.

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





<PAGE>

     In accordance with Government Auditing Standards, we have also issued a 
report dated February 9, 1996 on our consideration of Grosvenor House 
Associates Limited Partnership's internal control structure.


                                /s/ Reznick Fedder & Silverman


Bethesda, Maryland
February 9, 1996

<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Hollybush Gardens I

    We have audited the accompanying statement of assets and liabilities of 
Hollybush Gardens I, F.H.A. Project No.: 035-55005-LD, as of December 31, 
1995, and the related statements of revenue and expenses (on HUD Form No. 
92410), project deficit and cash flows for the year then ended. These 
financial statements were prepared from the records maintained by the 
project. These financial statements are the responsibility of the project's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the assets and liabilities of Hollybush 
Gardens I, F.H.A. Project No.: 035-55005-LD, as of December 31, 1995, and its 
revenue and expenses, changes in project deficit and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the project will continue as a going concern. As discussed in note B to the 
financial statements, the project's housing assistance payment contract with 
the Federal Housing Administration expires during 1996 which raises 
substantial doubt about the project's ability to continue as a going concern. 
Management's plans in regard to this matter are also described in note B. The 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.




<PAGE>

    The accompanying financial statements reflect only the accounts of the 
project, Hollybush Gardens I, and do not represent the total assets and 
liabilities, results of operations, changes in partners' deficit and cash 
flows of the partnership, Hollybush Gardens Associates.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 27 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.

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 24, 1996 on our consideration of Hollybush Garden I's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements. 


                                                 /s/ Reznick Fedder & Silverman


Bethesda, Maryland                               Federal Employer
January 24, 1996                                   Identification Number:
                                                   52-1088612


Audit Principal:  Renee G. Scruggs


<PAGE>


                                                 Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Hollybush Gardens II

    We have audited the accompanying statement of assets and liabilities  of 
Hollybush Gardens II as of December 31, 1995, and the related statements of 
revenue and expenses (on HUD Form No. 92410), project deficit and cash flows 
for the year then ended. These financial statements were prepared from the 
records maintained by the project. These financial statements are the 
responsibility of the project's management. Our responsibility is to express 
an opinion on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets and liabilities of Hollybush Gardens II as
of December 31, 1995, and its revenue and expenses and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that the
project will continue as a going concern. As discussed in note B to the
financial statements, one of the project's housing assistance payment contracts
with the Federal Housing Administration expires during 1996 which raises
substantial doubt about the project's ability to continue as a going concern.
Management's plans in regard to this matter are also described in note B. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. 





<PAGE>

    The accompanying financial statements reflect only the accounts of the
project, Hollybush Gardens II, and do not represent the total assets and
liabilities, results of operations, changes in partners' deficit and cash flows
of the partnership, Hollybush Gardens Associates.

    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on pages 19
through 27 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.

    In accordance with Government Auditing Standards, we have also issued
reports dated January 24, 1996 on our consideration of Hollybush Gardens II's
internal control structure and on its compliance with specific requirements
applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements. 


                                                 /s/ Reznick Fedder & Silverman


Bethesda, Maryland                               Federal Employer
January 24, 1996                                   Identification Number:
                                                   52-1088612

Audit Principal:  Renee Scruggs

<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Intown West Associates Limited Partnership
  A Limited Partnership

    We have audited the accompanying statement of financial position of Intown
West Associates Limited Partnership, A Limited Partnership as of December 31,
1995, and the related statements of profit and loss (on HUD Form No. 92410),
partners' deficit and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

    We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  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 Intown West Associates
Limited Partnership, A Limited Partnership as of December 31, 1995, and the
results of its operations, changes in partners' deficit and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on pages 20
through 30 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.





<PAGE>

    In accordance with Government Auditing Standards, we have also issued
reports dated February 8, 1996 on our consideration of Intown West Associates
Limited Partnership's internal control structure and on its compliance with
specific requirements applicable to major HUD programs, affirmative fair
housing, and laws and regulations applicable to the financial statements.

                                                 /s/ Reznick Fedder & Silverman


Bethesda, Maryland                                   Federal Employer
February 8, 1996                                       Identification Number:
                                                       52-1088612


Audit Principal:   Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lake Avenue Associates

     We have audited the accompanying balance sheet of Lake Avenue Associates 
as of December 31, 1995, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' deficit and cash flows for the year then 
ended. These financial statements are the responsibility of the partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Lake Avenue 
Associates as of December 31, 1995, and the results of its operations, the 
changes in partners' deficit and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
19 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.


<PAGE>

     In accordance with Government Auditing Standards, we have also issued 
reports dated February 9, 1996 on our consideration of Lake Avenue 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
February 9, 1995                       Identification Number:
                                         52-1088612

Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lake Crossing Limited Partnership,
  A Limited Partnership

    We have audited the accompanying statement of financial position of Lake 
Crossing Limited Partnership, A Limited Partnership as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Lake Crossing 
Limited Partnership, A Limited Partnership as of December 31, 1995, and the 
results of its operations, changes in partners' deficit and  cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supple-mental information on 
pages 19 through 28 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.






<PAGE>
 
    In accordance with Government Auditing Standards, we have also issued 
reports dated January 24, 1996 on our consideration of Lake Crossing Limited 
Partnership, A Limited Partnership's internal control structure and on its 
compliance with specific requirements applicable to major HUD programs, 
affirmative fair housing, and laws and regulations applicable to the 
financial statements.

                                               /s/ Reznick Fedder & Silverman


Bethesda, Maryland                    Federal Employer 
January 24, 1996                        Identification Number:
                                        52-1088612

Audit Principal:  Renee G. Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lakehaven Associates One

    We have audited the accompanying statement of financial position of 
Lakehaven Associates One, A Limited Partnership as of December 31, 1995, and 
the related statements of operations, partners' deficit and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland 
January 24, 1996





<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lakehaven Associates Two

    We have audited the accompanying statement of financial position of 
Lakehaven Associates Two, A Limited Partnership as of December 31, 1995, and 
the related statements of operations, partners' deficit and cash flows for 
the year then ended. These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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


                                                /s/ Reznick Fedder & Silverman


Bethesda, Maryland
January 27, 1996




<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Linden Court Associates

    We have audited the accompanying statement of financial position of 
Linden Court Associates, A Limited Partnership as of December 31, 1995, and 
the related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes 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 Linden Court 
Associates, A Limited Partnership 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 25 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.





<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated February 12, 1996 on our consideration of Linden Court 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman

Bethesda, Maryland                              Federal Employer
February 12, 1996                                Identification Number
                                                 52-1088612

Audit Principal:  Renee G. Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Loudoun House Limited Partnership

    We have audited the accompanying statement of financial position of 
Loudoun House Limited Partnership, A Limited Partnership as of December 31, 
1995, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Loudoun House 
Limited Partnership, A Limited Partnership as of December 31, 1995, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern. As discussed in note B to 
the financial statements, one of the partnership's Housing Assistance Payment 
contracts with the Federal Housing Administration expires during 1996 which 
raises substantial doubt about the partnership's ability to continue as a 
going concern. Management's plans in regard to this matter are also described 
in note B. The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.     




<PAGE>

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 28 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.

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 31, 1996 on our consideration of Loudoun House Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 


                                                /s/ Reznick Fedder & Silverman

Bethesda, Maryland                              Federal Employer
January 31, 1996                                 Identification Number
                                                 52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Monaco Arms Associates I

    We have audited the accompanying statement of financial position of 
Monaco Arms Associates I, A Limited Partnership as of December 31, 1995, and 
the related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the respon-sibility 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 Monaco Arms 
Associates I, A Limited Partnership as of December 31, 1995, and the results 
of its operations, changes in partners' deficit and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, one of the partnership's housing assistance payment 
contracts with the Federal Housing Administration expires during 1996 which 
raises substantial doubt about the partnership's ability to continue as a 
going concern.  Management's plans in regard to this matter are also 
described in note B.  The financial statements do not include any adjustments 
that might result from the outcome of this uncertainty.




<PAGE>
 
    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 26 is presented for the purposes of additional analysis and is not 
a required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 22, 1996 on our consideration of Monaco Arms Associates 
I's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 


                                           /s/ Reznick Fedder & Silverman

Bethesda, Maryland                         Federal Employer        
January 22, 1996                             Identification Number:
                                             52-1088612            


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Monaco Arms Associates II

    We have audited the accompanying statement of financial position of Monaco
Arms Associates II, A Limited Partnership as of December 31, 1995, and the
related statements of profit and loss (on HUD Form No. 92410), partners' deficit
and cash flows for the year then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  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 Monaco Arms Associates II, A
Limited Partnership as of December 31, 1995, and the results of its operations,
changes in partners' deficit and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  As discussed in note B to the
financial statements, the partnership's housing assistance payment contract with
the Federal Housing Administration expires during 1996 which raises substantial
doubt about the partnership's ability to continue as a going concern. 
Management's plans in regard to this matter are also described in note B.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


 <PAGE>

    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on pages 19
through 27 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.

    In accordance with Government Auditing Standards, we have also issued
reports dated January 22, 1996, on our consideration of Monaco Arms Associates
II's internal control structure and on its compliance with specific requirements
applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements.


                                       /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
January 22, 1996                         Identification Number:
                                         52-1088612



Audit Principal: Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Muske Limited Partnership

    We have audited the accompanying statement of financial position of Muske 
Limited Partnership, A Limited Partnership as of December 31, 1995, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Muske Limited 
Partnership, A Limited Partnership as of December 31, 1995, and the results 
of its operations, changes in partners' deficit and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

    As discussed in note C to the financial statements, the deferred 
acquisition note payable in the amount of $2,842,024 and accrued interest in 
the amount of $2,743,369 mature in December, 1996.

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





<PAGE>


    In accordance with Government Auditing Standards, we have also issued 
reports dated February 20, 1996 on our consideration of Muske Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
February 20, 1996                             Identification Number:
                                              52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Natick Associates

    We have audited the accompanying statement of financial position of Natick
Associates as of November 30, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity and cash flows for the year then
ended.  These financial statements are the responsibility of the partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes 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 Natick Associates as of
November 30, 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 basic
financial statements taken as a whole.  The supplemental information on pages 
19 through 26 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.




<PAGE>

    In accordance with Government Auditing Standards, we have also issued
reports dated January 23, 1996 on our consideration of Natick Associates'
internal control structure and on its compliance with specific requirements
applicable to major Rhode Island Housing and Mortgage Finance Corporation
programs, affirmative fair housing, and laws and regulations applicable to the
financial statements. 


                                          /s/ Reznick Fedder & Silverman


Bethesda, Maryland
January 23, 1996

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Oakcrest Terrace Apartments

    We have audited the accompanying statement of financial position of 
Oakcrest Terrace Apartments, A Limited Partnership as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended. These financial 
statements are the re- sponsibility 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 Oakcrest Terrace 
Apartments, A Limited Partnership as of December 31, 1995, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, the partnership has defaulted on its mortgage and 
has experienced recurring operating deficits which raises substantial doubt 
about the partnership's ability to continue as a going concern.  Management's 
plans in regard to these matters are also described in note B.  The financial 
statements do not include any adjustments that might result from the outcome 
of this uncertainty. 


<PAGE>

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
19 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.

    In accordance with Government Auditing Standards, we have also issued 
reports dated February 16, 1996 on our consideration of Oakcrest Terrace 
Apartments' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                       /s/ Reznick Fedder & Silverman


Bethesda, Maryland                     Federal Employer
February 16, 1996                      Identification Number:
                                         52-1088612

Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Oakwood Limited Partnership

    We have audited the accompanying statement of financial position of 
Oakwood Limited Partnership, A Limited Partnership as of December 31, 1995, 
and the related statements of profit and loss (on HUD Form No. 
92410),partners' deficit and cash flows for the year then ended.  These 
financial statements are the responsibility of the partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the  Comptroller 
General of the United States.  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 Limited 
Partnership, A Limited Partnership as of December 31, 1995, and the results 
of its operations, changes in partners' deficit and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

    As disclosed in note D to the financial statements, the deferred 
acquisition note payable in the amount of $2,111,676 and accrued interest in 
the amount of $1,914,188 mature in December 1996. 




<PAGE>

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.

    In accordance with Government Auditing Standards, we have also issued 
reports dated February 22, 1996 on our consideration of Oakwood Limited 
Partnership internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                          /s/ Reznick Fedder & Silverman

Bethesda, Maryland                        Federal Employer
February 22, 1996                         Identification Number:
                                            52-1088612




Audit Principal: Renee G. Scruggs
<PAGE>



                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Oakwood Muskegon Associates

    We have audited the accompanying balance sheet of Oakwood Muskegon 
Associates as of December 31, 1995, and the related statements of operations, 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the respon-sibility 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 Oakwood Muskegon 
Associates as of December 31, 1995, and the results of its operations, 
changes in partners' deficit and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                   
February 22, 1996



<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Parkview Associates, A Limited Partnership

    We have audited the accompanying statement of financial position of
Parkview Associates, A Limited Partnership as of December 31, 1995, and the
related statements of profit and loss (on HUD Form No. 92410), partners' equity
and cash flows for the year then ended.  These financial statements are the
respon-sibility 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 Parkview Associates, A
Limited Partnership as of December 31, 1995, and the results of its operations,
the changes in partners' equity and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 27 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information, except 
for the portion marked "unaudited," on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.



<PAGE>
    In accordance with Government Auditing Standards, we have also issued
reports dated January 19, 1996 on our consideration of Parkview Associates'
internal control structure and on its compliance with specific requirements
applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements.

                                              /s/ Reznick Fedder & Silverman

Bethesda, Maryland                            Federal Employer
January 19, 1996                                Identification Number:
                                                52-1088612


Audit Principal:  Renee G. Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Queenstown Apartments Limited Partnership

    We have audited the accompanying statement of financial position of
Queenstown Apartments Limited Partnership as of December 31, 1995, and the
related statements of profit and loss (on HUD Form No. 92410), partners' equity
and cash flows for the year then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes 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 Queenstown Apartments
Limited Partnership as of December 31, 1995, and the results of its operations,
the changes in partners' equity and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on pages 18
through 25 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,   is fairly stated, in all material respects, in
relation to the basic financial statements taken as a whole.




<PAGE>
    In accordance with Government Auditing Standards, we have also issued
reports dated February 12, 1996 on our consideration of Queenstown Apartments
Limited Partnership's internal control structure and on its compliance with
specific requirements applicable to major HUD programs, affirmative fair
housing, and laws and regulations applicable to the financial statements.

                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
February 12, 1996                             Identification Number:
                                              52-1088612


Audit Principal:  Jeffrey D. Barsky
<PAGE>

                         Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Ruscombe Gardens Limited Partnership

    We have audited the accompanying statement of financial position of
Ruscombe Gardens Limited Partnership, A Limited Partnership as of December 31,
1995, and the related statements of profit and loss (on HUD Form No. 92410),
partners' deficit and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

    We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. 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 Ruscombe Gardens Limited
Partnership, A Limited Partnership as of December 31, 1995, and the results of
its operations, changes in partners' deficit and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 19
through 30 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information, except for
that portion marked "unaudited," on which we express no opinion, has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole. 




<PAGE>

    In accordance with Government Auditing Standards, we have also issued
reports dated January 24, 1996 on our consideration of Ruscombe Gardens Limited
Partnership's internal control structure and on its compliance with specific
requirements applicable to CDA programs, affirmative fair housing, and laws and
regulations applicable to the financial statements. 


                                                /s/ Reznick Fedder & Silverman


Bethesda, Maryland                              Federal Employer
January 24, 1996                                  Identification number:
                                                  52-1088612


Audit Principal: Renee G. Scruggs


<PAGE>
 

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Sencit-Jacksonville Company, Ltd.

    We have audited the accompanying statement of financial position of
Sencit-Jacksonville Company, Ltd., A Limited Partnership as of December 31,
1995, and the related statements of profit and loss (on HUD Form No. 92410),
partners' deficit and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

    We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.    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 Sencit-Jacksonville Company,
Ltd., A Limited Partnership as of December 31, 1995, and the results of its
operations, changes in partners' deficit and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 19
through 28 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information, except for
the portion marked "unaudited," on which we express no opinion, has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.




<PAGE>

    In accordance with Government Auditing Standards, we have also issued
reports dated January 17, 1996, on our consideration of Sencit-Jacksonville
Company, Ltd.'s internal control structure and on its compliance with specific
requirements applicable to major HUD programs, affirmative fair housing, and
laws and regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman


Bethesda, Maryland                              Federal Employer
January 17, 1996                                  Identification Number:
                                                  52-1088612


Audit Principal: Renee Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Sheffield Associates

    We have audited the accompanying statement of financial position of
Sheffield Associates as of December 31, 1995, and the related statements of
profit and loss (on HUD Form No. 92410), partners' deficit and cash flows for
the year then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  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 Sheffield Associates as of
December 31, 1995, and the results of its operations, the changes in partners'
deficit and cash flows for the year then ended, in conformity with generally
accepted accounting principles.

    The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  As discussed in note B to the
financial statements, the partnership has sustained continued operating losses
and is in default on its mortgage, which raise substantial doubt about the
partnership's ability to continue as a going concern.  Management's plans in
regard to these matters are also described in note B.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.







<PAGE>
    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 20
through 27 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.

    In accordance with Government Auditing Standards, we have also issued
reports dated February 7, 1996 on our consideration of Sheffield Associates
internal control structure and on its compliance with specific requirements
applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements.


                                                /s/ Reznick Fedder & Silverman


Bethesda, Maryland                              Federal Employer
February 7, 1996, except for Note I               Identification Number:
 as to which the date is February 26,             52-1088612
 1996


Audit Principal: Renee G. Scruggs

<PAGE>
 
                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Snap IV Limited Partnership

    We have audited the accompanying statement of financial position of Snap IV
Limited Partnership as of December 31, 1995, and the related statements of
profit and loss (on HUD Form No. 92410), partners' equity and cash flows for the
year then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing
standards.  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 Snap IV Limited Partnership
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.

    The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  As discussed in note B to the
financial statements, the partnership has defaulted on its mortgage and has
experienced recurring operating deficits which raise substantial doubt about the
partnership's ability to continue as a going concern.  Management's plans in
regard to these matters are also described in note B.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


                                               /s/ Reznick Fedder & Silverman


Bethesda, Maryland
February 21, 1996


<PAGE>
 
                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Twin Towers Associates, A Limited Partnership

    We have audited the accompanying statement of financial position of Twin
Towers Associates, A Limited Partnership as of December 31, 1995, and the
related statements of profit and loss (on HUD Form No. 92410), partners' deficit
and cash flows for the year then ended.  These financial statements are the
respon-sibility 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 Twin Towers Associates, A
Limited Partnership as of December 31, 1995, and the results of its operations,
changes in partners' deficit and cash flows for the year then ended in
conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on pages 19
through 26 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.



<PAGE>
    In accordance with Government Auditing Standards, we have also issued
reports dated January 16, 1996 on our consideration of Twin Towers Associates, A
Limited Partnership's internal control structure and on its compliance with
specific requirements applicable to major HUD programs, affirmative fair
housing, and laws and regulations applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman


Bethesda, Maryland                          Federal Employer
January 16, 1996                              Identification Number:
                                              52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Tyee Associates Limited Partnership

    We have audited the accompanying statement of financial position of Tyee 
Associates Limited Partnership as of December 31, 1995, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes 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 Tyee Associates 
Limited Partnership 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 27 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.






<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 19, 1996 on our consideration of Tyee Associates 
Limited Partnership's internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing, and laws and regulations applicable to the financial statements. 


                                       /s/ Reznick Fedder & Silverman


Bethesda, Maryland                     Federal Employer
January 19, 1996                         Identification Number:
                                         52-1088612



Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Urbanizacion Maria Lopez Housing Company

    We have audited the accompanying statement of financial position of 
Urbanizacion Maria Lopez Housing Company, A Limited Partnership as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity and cash flows for the year then ended.  These 
financial statements are the responsibility of the partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes 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 Urbanizacion 
Maria Lopez Housing Company, A Limited Partnership 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 25 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.





Fax: (770) 844-7363

<PAGE>


    In accordance with Government Auditing Standards, we have also issued 
reports dated January 27, 1996 on our consideration of Urbanizacion Maria 
Lopez Housing Company's internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing, and laws and regulations applicable to the financial statements.


                                  /s/ Reznick Fedder & Silverman


Bethesda, Maryland                Federal Employer
January 27, 1996                    Identification Number:
                                    52-1088612




Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Westminster Associates

    We have audited the accompanying statement of financial position of 
Westminster Associates, A Limited Partnership as of December 31, 1995, and 
the related statements of profit and loss (on HUD Form No.  92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards 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 Westminster 
Associates, A Limited Partnership 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.




 
<PAGE>

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

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 31, 1996 on our consideration of Westminister 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                       /s/ Reznick Fedder & Silverman


Bethesda, Maryland                     Federal Employer
January 31, 1996                         Identification Number:
                                         52-1088612



Audit Principal: Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Wollaston Manor Associates

    We have audited the accompanying statement of financial position of 
Wollaston Manor Associates as of December 31, 1995, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes 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 Wollaston Manor 
Associates as of December 31, 1995, and the results of its operations, the 
changes in partners' equity and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 42 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.
 




<PAGE>    In accordance with Government Auditing Standards, we have also 
issued reports dated January 17, 1996 on our consideration of Wollaston Manor 
Associates' internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                                 /s/ Reznick Fedder & Silverman

Bethesda, Maryland                               Federal Employer
January 17, 1996                                   Identification Number:
                                                   52-1088612



Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Woodside Village Limited Partnership

    We have audited the accompanying statement of financial position of 
Woodside Village Limited Partnership as of December 31, 1995, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes 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 Woodside Village 
Limited Partnership 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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.




 
<PAGE>

    In accordance with Government Auditing Standards, we have also issued 
reports dated January 10, 1996 on our consideration of Woodside Village 
Limited Partnership's internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing, and laws and regulations applicable to the financial statements.

                                                 /s/ Reznick Fedder & Silverman

Bethesda, Maryland                               Federal Employer
January 10, 1996                                   Identification Number:
                                                   52-1088612
  

Audit Principal:  Renee G. Scruggs
<PAGE>

                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
2900 Van Ness Associates
Reston, Virginia


We have audited the accompanying balance sheet of 2900 Van Ness Associates (a 
District of Columbia Limited Partnership) as of December 31, 1995, and the 
related statements of income, 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 2900 Van Ness Associates as 
of December 31, 1995, and the results of its operations, changes in partners' 
capital, and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts 
March 1, 1996 


<PAGE>

                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
7400 Roosevelt Investors
Reston, Virginia


We have audited the accompanying balance sheet of 7400 Roosevelt Investors (a 
Pennsylvania Limited Partnership) as of December 31, 1995, and the related 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audit 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 7400 Roosevelt Investors as 
of December 31, 1995, and the results of its operations, changes in partners' 
capital, and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 20, 1996 


<PAGE>
                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Connecticut Colony Associates Limited Partnership
Reston, Virginia


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

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

As discussed in Note 6, the next remarketing date for the Partnership's Bonds 
is to occur on April 1, 1997.  At this date, the interest rate on the Bonds 
will be adjusted to the interest rate necessary to reoffer the Bonds for sale 
at par. In addition, at this time, a deferred fee in the amount of $925,000 
is payable to the existing issuer of the Letter of Credit ("Bank") that 
secures payments on the Bonds.  Pursuant to the Letter of Credit Agreement, 
the Partnership is setting aside excess cash flow of the Partnership, as 
defined, in a reserve account at the bank to fund this fee.  If additional 
amounts are required to fund this fee, then such amounts are to come from 
other funds of the Partnership.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 27, 1996
  (April 12, 1996
    as to Note 6) 


<PAGE>
                                   [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Fairfax Associates Limited Partnership
Reston, Virginia


We have audited the accompanying balance sheet of Fairfax Associates Limited 
Partnership as of December 31, 1995, and the related statements of income, 
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 Fairfax Associates Limited 
Partnership as of December 31, 1995, and the results of its operations, 
changes in partners' capital, and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 7, the 
Letter of Credit that secures payments of principal and interest on the Bonds 
issued to finance the Project expires on December 20, 1996.  Accordingly, the 
Partnership's mortgage note, although by its terms is due December 1, 2006, 
must be repaid upon expiration of the Letter of Credit, unless alternate 
security, as defined, is provided to the Bond Trustee.  This condition raises 
substantial doubt about the Partnership's ability to continue as a going 
concern. Management's plans regarding this matter are also described in Note 
7.  The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 27, 1996 


<PAGE>
                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Greater Hartford Associates Limited Partnership
Reston, Virginia


We have audited the accompanying consolidated balance sheet of Greater 
Hartford Associates Limited Partnership and Connecticut Colony Associates 
Limited Partnership as of December 31, 1995, and the related consolidated 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These consolidated financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Greater Hartford Associates Limited Partnership and Connecticut Colony 
Associates Limited Partnership as of December 31, 1995, and the consolidated 
results of their operations, changes in partners' capital, and their cash 
flows for the year then ended in conformity with generally accepted 
accounting principles.

As discussed in Note 6, the next remarketing date for Connecticut Colony's 
Bonds is to occur on April 1, 1997.  At this date, the interest rate on the 
Bonds will be adjusted to the interest rate necessary to reoffer the Bonds 
for sale at par. In addition, at this time, a deferred fee in the amount of 
$925,000 is payable to the existing issuer of the Letter of Credit ("Bank") 
that secures payments on the Bonds.  Pursuant to the Letter of Credit 
Agreement, Connecticut Colony is setting aside its excess cash flow, as 
defined, in a reserve account at the bank to fund this fee.  If additional 
amounts are required to fund this fee, then such amounts are to come from 
other funds of the partnership.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 27, 1996
  (April 12, 1996
    as to Note 6) 


<PAGE>
                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Ivanhoe Associates Limited Partnership
Reston, Virginia

We have audited the accompanying consolidated balance sheet of Ivanhoe 
Associates Limited Partnership and Monroeville Development Corporation as of 
December 31, 1995, and the related consolidated statements of operations, 
partners' capital, and cash flows for the year then ended.  These 
consolidated financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these consolidated 
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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Ivanhoe Associates Limited Partnership and Monroeville Development 
Corporation as of December 31, 1995, and the consolidated results of their 
operations, changes in partners' capital, and their cash flows for the year 
then ended in conformity with generally accepted accounting principles.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 23, 1996


<PAGE>
                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Norco Associates
Reston, Virginia

We have audited the accompanying balance sheet of Norco Associates (a 
Pennsylvania General Partnership) as of December 31, 1995, and the related 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 27, 1996


<PAGE>
                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Ridge Carlton Associates Limited Partnership
Reston, Virginia

We have audited the accompanying consolidated balance sheet of Ridge Carlton 
Associates Limited Partnership and Norco Associates as of December 31, 1995, 
and the related consolidated statements of operations, partners' capital, and 
cash flows for the year then ended.  These consolidated financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Ridge Carlton Associates Limited Partnership and Norco Associates as of 
December 31, 1995, and the consolidated results of their operations, changes 
in partners' capital, and their cash flows for the year then ended in 
conformity with generally accepted accounting principles.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 27, 1996


<PAGE>
                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
River Loft Apartments Limited Partnership
Reston, Virginia

We have audited the accompanying balance sheet of River Loft Apartments 
Limited Partnership as of December 31, 1995, and the related statements of 
income, 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 River Loft Apartments 
Limited Partnership as of December 31, 1995, and the results of its 
operations, changes in partners' capital, and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that River 
Loft Apartments Limited Partnership will continue as a going concern.  As 
discussed in Note 6, the Partnership's mortgage note matures on August 1, 
1996. This condition raises substantial doubt about the Partnership's ability 
to continue as a going concern.  Management's plans regarding this matter are 
also described in Note 6.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 25, 1996


<PAGE>
                                     [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
River Loft Associates Limited Partnership
Reston, Virginia

We have audited the accompanying consolidated balance sheet of River Loft 
Associates Limited Partnership and River Loft Apartments Limited Partnership 
as of December 31, 1995, and the related consolidated statements of income, 
partners' capital, and cash flows for the year then ended.  These 
consolidated financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these consolidated 
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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of River Loft Associates Limited Partnership and River Loft Apartments 
Limited Partnership as of December 31, 1995, and the consolidated results of 
their operations, changes in partners' capital, and their cash flows for the 
year then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that River 
Loft Associates Limited Partnership and River Loft Apartments Limited 
Partnership will continue as going concerns.  As discussed in Note 6, the 
mortgage note of River Loft Apartments Limited Partnership matures on August 
1, 1996.  This condition raises substantial doubt about the ability of the 
partnerships to continue as going concerns.  Management's plans regarding 
this matter are also described in Note 6.  The financial statements do not 
include any adjustments that might result from the outcome of this 
uncertainty.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 25, 1996 


<PAGE>
                                [Letterhead]    

                         INDEPENDENT AUDITOR'S REPORT




To the Partners of
Scotch Associates Limited Partnership
Reston, Virginia

We have audited the accompanying consolidated balance sheet of Scotch 
Associates Limited Partnership and Scotch Lane Associates as of December 31, 
1995, and the related consolidated statements of operations, partners' 
capital, and cash flows for the year then ended.  These consolidated 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Scotch Associates Limited Partnership and Scotch Lane Associates as of 
December 31, 1995, and the consolidated results of their operations, changes 
in partners' capital, and their cash flows for the year then ended in 
conformity with generally accepted accounting principles.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 27, 1996


<PAGE>

                                   [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Scotch Lane Associates
Reston, Virginia

We have audited the accompanying balance sheet of Scotch Lane Associates (a 
Pennsylvania General Partnership) as of December 31, 1995, and the related 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 27, 1996


<PAGE>
                                   [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
Standart Woods Associates Limited Partnership  
Reston, Virginia


We have audited the accompanying balance sheet of Standart Woods Associates 
Limited Partnership, HUD Project No. 014-10511 as of December 31, 1995, and 
the related statements of operations (on HUD Form No. 92410), 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 Standart Woods Associates 
Limited Partnership as of December 31, 1995, and the results of its 
operations, changes in partners' capital, and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 17, 1996 


<PAGE>
                                    [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
West Lake Arms Limited Partnership
Reston, Virginia


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

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

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 6, the 
Partnership received a notice of events of default under its mortgage note 
obligation from the mortgage lender in December, 1995.  This condition raises 
substantial doubt about the Partnership's ability to continue as a going 
concern.  Management's plans regarding this matter are also described in Note 
6. The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 17, 1996


<PAGE>
                                     [Letterhead]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Wyntre Brooke Associates
Reston, Virginia


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

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Wyntre Brooke Associates as 
of December 31, 1995, and the results of its operations, changes in partners' 
deficiency, and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 7, the 
Partnership is incurring liquidity problems which raise substantial doubt 
about its ability to continue as a going concern.  Management's plans 
regarding this matter are also described in Note 7.  The financial statements 
do not include any adjustments that might result from the outcome of this 
uncertainty.

/s/ ROBERT ERCOLINI & COMPANY

Boston, Massachusetts
February 17, 1996
  (February 22, 1996
    as to Note 11)


<PAGE>

                                   [Letterhead]

                             Independent Auditor's Report


Partners                                 Rural Economic & Community Development
Chesterfield Housing Associates          P. O. Drawer 1259
Reston, VA                               Camden, South Carolina


We have audited the accompanying statement of financial position of Chesterfield
Housing Associates, A Limited Partnership, RECD Project No. 46-13-570523932, 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, 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 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 the Chesterfield Housing
Associates, A Limited Partnership, at December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 18, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.

/s/ Russell Thompson Butler & Houston



Mobile, Alabama
January 18, 1996 


<PAGE>

                                    [Letterhead]


                             Independent Auditor's Report



Partners                               HUD Field Office Director
Community Developers of Princeville,   Federal Office Building
 A Limited Partnership                 Greensboro, North Carolina
Reston, VA                  


We have audited the accompanying statement of financial position of Community 
Developers of Princeville, A Limited Partnership, Project No. 
053-35383-PM-WAH-L8, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' equity, and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit. 

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 Community Developers of 
Princeville, A Limited Partnership, at December 31, 1995, and the results of 
its operations and its cash flows for the year then ended in conformity with 
generally accepted accounting principles. 

<PAGE>

In accordance with Government Auditing Standards, we have also issued 
reports dated January 22, 1996 on our consideration of the partnership's 
internal control structure, on its compliance with laws and regulations 
applicable to the basic financial statements, the major HUD program and the 
nonmajor HUD program.

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

/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 22, 1996 

<PAGE>
                                   [Letterhead]


                             Independent Auditor's Report


Partners                       Illinois Housing Development Authority
Eastcourt Village Partners     401 N. Michigan Avenue
Reston, VA                     Chicago, Illinois


We have audited the accompanying statement of financial position of Eastcourt 
Village Partners, A Limited Partnership, Illinois Housing Development 
Authority, Project No. ML-029, as of December 31, 1995 and 1994, and the 
related statements of operations, partners' equity (deficit), and cash flows 
for the years then ended.  These financial statements are the responsibility 
of the partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the 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 Eastcourt Village Partners, 
A Limited Partnership, at December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.



<PAGE>


In accordance with Government Auditing Standards, we have also issued reports 
dated January 23, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major Illinois Housing Development 
Authority program and the nonmajor HUD program.

Our audits were conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The additional information, as 
referred to in the Table of Contents, is presented for 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.

As required by the Illinois Housing Development Authority, we confirm to you 
that our firm meets the licensing requirements imposed by the State of 
Illinois on firms practicing in that state as certified public accountants.


/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 23, 1996 


<PAGE>

[letterhead]


                      Independent Auditor's Report


Partners                            Rural Economic & Community Development
Eustis Apartments, Ltd.             1137 Old 441, Suite 2
Reston, VA                          Eustis, Florida


We have audited the accompanying statement of financial position of Eustis 
Apartments, Ltd., A Limited Partnership, RECD Project No. 09-35-133-3579, 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, 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 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 Eustis Apartments, Ltd., A 
Limited Partnership, at December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated February 3, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor RECD 
program.
 
/s/ Russell Thompson Butler & Houston
        


Mobile, Alabama
February 3, 1996


<PAGE>


[letterhead]


                    Independent Auditor's Report


Partners                              Rural Economic & Community Development
Grove Park Villas, Ltd.               P. O. Box 3767
Reston, VA                            West Palm Beach, Florida


We have audited the accompanying statement of financial position of Grove 
Park Villas, Ltd., A Limited Partnership, RECD Project No. 09-58-133-5545 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, 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 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 Grove Park Villas, Ltd., A 
Limited Partnership, at December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated February 3, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor RECD 
program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
February 3, 1996


<PAGE>


[letterhead]


                         Independent Auditor's Report


Partners                              Rural Economic & Community Development
Hemingway Housing Associates          P. O. Box 644
Reston, VA                            St. George, South Carolina


We have audited the accompanying statement of financial position of Hemingway 
Housing Associates, A Limited Partnership, RECD Project No. 46-45-13337584 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, 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 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 Hemingway Housing 
Associates, A Limited Partnership, at December 31, 1995 and 1994, and the 
results of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 18, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor HUD 
program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996


<PAGE>


[letterhead]


                     Independent Auditor's Report


Partners                              Rural Economic & Community Development
Highlands Village II                  P. O. Box 3767
Reston, VA                            West Palm Beach, Florida


We have audited the accompanying statement of financial position of Highlands 
Village II, A Limited Partnership, RECD Project No. 09-28-133-7604 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, 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 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 Highlands Village II, Ltd., 
A Limited Partnership, at December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated February 3 , 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor RECD 
program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
February 3, 1996


<PAGE>


[letterhead]


                      Independent Auditor's Report


Partners                                 Rural Economic & Community Development
Housing Assistance of Mt. Dora, Ltd.     1137 Old Highway 441, Suite 2
Reston, VA                               Mt. Dora, Florida


We have audited the accompanying statement of financial position of Housing 
Assistance of Mt. Dora, Ltd., A Limited Partnership, Project No. 
09-35-133-1449, 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, 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 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 Housing Assistance of Mt. 
Dora, Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the 
results of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated February 3 , 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor RECD 
program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
February 3, 1996



<PAGE>

[Letterhead]



                         Independent Auditor's Report


Partners                              Rural Economic & Community Development
Housing Assistance of Orange          Federal Building - Room 248
 City, Ltd.                           207 N.W. Second Street
Reston, VA                            Ocala, Florida


We have audited the accompanying statement of financial position of Housing
Assistance of Orange City, Ltd., A Limited Partnership, RECD Project No.
09-64-133-1452 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, 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 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 Housing Assistance of Orange
City, Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 3, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.


/s/ Russell Thompson Butler & Houston

Mobile, Alabama
February 3, 1996
 
<PAGE>

[Letterhead]


                         Independent Auditor's Report


Partners                              Rural Economic & Community Development
Housing Assistance of                 P. O. Box 3767
 Sebring, Ltd.                        West Palm Beach, Florida
Reston, VA    


We have audited the accompanying statement of financial position of Housing
Assistance of Sebring, Ltd., A Limited Partnership, RECD Project No.
09-20-133-1439 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, 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 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 Housing Assistance of Sebring,
Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 3, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
February 3, 1996
 

<PAGE>

                               [Letterhead]

                         Independent Auditor's Report


Partners                              Rural Economic & Community Development
Housing Assistance of                 P. O. Box 3767
 Vero Beach, Ltd.                     West Palm Beach, Florida
Reston, VA    


We have audited the accompanying statement of financial position of Housing
Assistance of Vero Beach, Ltd., A Limited Partnership, RECD Project No.
09-31-133-0514, 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, 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 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 Housing Assistance of Vero
Beach, Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 3 , 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
February 3, 1996 


<PAGE>

                                 [LETTERHEAD]


                             Independent Auditor's Report



Partners                                             HUD Field Office Director
Hurbell I Limited Partnership -                      Greensboro Office      
 Holly Oak Park Apartments                           415 North Edgeworth Street
Reston, VA                                           Greensboro, NC


We have audited the accompanying statement of financial position of Hurbell I
Limited Partnership (Holly Oak Park Apartments), A Limited Partnership, FHA
Project No. 053-44202-LDP-SUP, as of December 31, 1995, and the related
statements of profit and loss (on HUD Form No. 92410), changes in partners'
equity (deficit), and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit. 

We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs, issued by
the U.S. Department of Housing and Urban Development, Office of Inspector
General, in July 1993.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes 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 Hurbell I Limited Partnership
(Holly Oak Apartments), A Limited Partnership, at December 31, 1995, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 20, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major HUD programs, and Affirmative Fair
Housing. 

<PAGE>

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



/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 20, 1996 

<PAGE>

                                 [LETTERHEAD]


                             Independent Auditor's Report



Partners                                              HUD Field Office Director
Hurbell IV Limited Partnership -                      Daniel Building        
 Talladega Downs                                      15 South 20th Street   
Reston, VA                                            Birmingham, Alabama


We have audited the accompanying statement of financial position of Hurbell IV
Limited Partnership (Talladega Downs), A Limited Partnership, FHA Project No.
062-44054-LD, as of December 31, 1995, and the related statements of profit and
loss (on HUD Form No. 92410), changes in partners' equity (deficit), and cash
flows for the year then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit. 

We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs, issued by
the U.S. Department of Housing and Urban Development, Office of Inspector
General, in July 1993.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes 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 Hurbell IV Limited Partnership
(Talladega Downs), A Limited Partnership, at December 31, 1995, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 20, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major HUD programs, and Affirmative Fair
Housing.

<PAGE>

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



/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 20, 1996


<PAGE>

                                    [Letterhead]
                             Independent Auditor's Report


Partners                          Rural Economic & Community Development
Lake Wales Villas, Ltd.           1137 Old Highway 441, Suite 2
Reston, VA                        Mt. Dora, Florida


We have audited the accompanying statement of financial position of Lake Wales
Villas, Ltd., A Limited Partnership, RECD Project No. 09-53-133-3513 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, 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 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 Lake Wales Villas, Ltd., A
Limited Partnership, at December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 3, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.

/s/ Russell Thompson Butler & Houston


Mobile, Alabama
February 3, 1996

                                
<PAGE>

[letterhead]

                          Independent Auditor's Report


Partners                             Rural Economic & Community Development
Lakeview Villas, Ltd.                1137 Old 441, Suite 2
Reston, VA                           Mount Dora, Florida


We have audited the accompanying statement of financial position of Lakeview
Villas, Ltd., A Limited Partnership, RECD Project No. 09-35-133-5580 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, 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 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 Villas, Ltd., A
Limited Partnership, at December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 3, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
February 3, 1996 


<PAGE>

                                 [LETTERHEAD]


                             Independent Auditor's Report



Partners                        Rural Economic & Community Development
McColl Housing Associates       McMillan Federal Building - Room 235
Reston, VA                      Florence, SC


We have audited the accompanying statement of financial position of McColl 
Housing Associates, A Limited Partnership, RECD Project No. 46-35-1334074, 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, 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 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 McColl Housing Associates, A 
Limited Partnership, at December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 18, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor RECD 
program.

                          /s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996 




<PAGE>
                                     [Letterhead]

                             Independent Auditor's Report

Partners                                       HUD Field Office Director
Miami Elderly Associates                       Federal Office Building
 Limited Partnership                           Cincinnati, OH         
Reston, VA

We have audited the accompanying statement of financial position of Miami
Elderly Associates Limited Partnership, A Limited Partnership, FHA Project No.
046-44100-EC-LDP-SUP, as of December 31, 1995, and the related statements of
profit and loss (on HUD Form No. 92410), changes in partners' equity (deficit),
and cash flows for the year then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit. 

We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs, issued by
the U.S. Department of Housing and Urban Development, Office of Inspector
General, in July 1993.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes 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 Miami Elderly Associates, A
Limited Partnership, at December 31, 1995, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 18, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major HUD program and the nonmajor HUD program. 

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


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996



<PAGE>

[letterhead]


                          Independent Auditor's Report


Partners                            Rural Economic & Community Development
Orange City Villas II, Ltd.         Federal Building - Room 248
Reston, Virginia                    207 N.W. 2nd Street
                                    Ocala, Florida


We have audited the accompanying statement of financial position of Orange 
City Villas II, Ltd., A Limited Partnership, RECD Project No. 09-64-133-8444, 
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, 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 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 Orange City Villas II, Ltd., 
A Limited Partnership, at December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated February 3, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, and the major RECD program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama  
February 3, 1996


<PAGE>


                                 [Letterhead]

                         Independent Auditor's Report


Partners                               HUD Field Office Director
Parkview Apartments                    Columbia, S.C.
Reston, VA


We have audited the accompanying statement of financial position of Parkview 
Apartments, A Limited Partnership, FHA Project No. 054-35484-PM-PAH-L8, as of 
December 31, 1995, and the related statements of profit and loss (on HUD Form 
No. 92410), changes in partners' equity (deficit), and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit. 

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 Parkview Apartments, A 
Limited Partnership, at December 31, 1995, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 18, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD program, and the nonmajor HUD 
program.


<PAGE>


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


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996



<PAGE>


                                [Letterhead]

                        Independent Auditor's Report


Partners                                    HUD Field Office Director
Parkview Arms Associates I                  Federal Office Building
Limited Partnership                         Cincinnati, OH
Reston, VA


We have audited the accompanying statement of financial position of Parkview 
Arms Associates I Limited Partnership, A Limited Partnership, FHA Project No. 
046-35046-LDP-SUP, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 Parkview Arms Associates I 
Limited Partnership, A Limited Partnership, at December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.


<PAGE>


In accordance with Government Auditing Standards, we have also issued reports 
dated January 18, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD program and the nonmajor HUD 
program.

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


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996


<PAGE>


                               [Letterhead]

                      Independent Auditor's Report


Partners                                     HUD Field Office Director
Parkview Arms Associates II                  Federal Office Building
Limited Partnership                          Cincinnati, OH
Reston, VA


We have audited the accompanying statement of financial position of Parkview 
Arms Associates II Limited Partnership, A Limited Partnership, FHA Project 
No. 046-35388-LDP-SUP, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 Parkview Arms Associates II 
Limited Partnership, A Limited Partnership, at December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 18, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, and the nonmajor HUD programs.


<PAGE>


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


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996




<PAGE>

                          [letterhead]

                  Independent Auditor's Report

Partners                            Rural Economic & Community Development
Peppertree Village of Avon          P. O. Box 3767
 Park, Ltd.                         West Palm Beach, Florida
Reston, VA         


We have audited the accompanying statement of financial position of Peppertree
Village of Avon Park, Ltd., A Limited Partnership, RECD Project No.
09-28-133-5409, 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, 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 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 Peppertree Village of Avon
Park, Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 3 , 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
February 3, 1996


<PAGE>


                                     [Letterhead]
                             Independent Auditor's Report


Partners                                Rural Economic & Community Development
South Hiawassee Village, Ltd.           1137 Old Highway 441, Suite 2
Reston, VA                              Mt. Dora, Florida 
                 


We have audited the accompanying statement of financial position of South 
Hiawassee Village, Ltd., A Limited Partnership, RECD Project No. 
09-48-133-512 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, 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 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 South Hiawassee Village, 
Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the results 
of its operations and its cash flows for the years then ended in conformity 
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated February 3 , 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor RECD 
program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
February 3, 1996

<PAGE>

                                 [LETTERHEAD]


                         Independent Auditor's Report


Partners                           Rural Economic & Community Development
St. George Villas                  P. O. Box 644
Reston, VA                         St. George, SC

We have audited the accompanying statement of financial position of St. George
Villas, A Limited Partnership, RECD Project No. 46-18-570734543, 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, 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 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 St. George Villas, A Limited
Partnership, at December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 18, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major RECD program, and the nonmajor RECD
program.


/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 18, 1996
<PAGE>


                                     [Letterhead]

                             Independent Auditor's Report


Partners                                Rural Economic & Community Development
The Meadows Apartments, Ltd.            P. O. Drawer 2477
Reston, VA                              Aiken, South Carolina


We have audited the accompanying statement of financial position of The 
Meadows Apartments, Ltd., A Limited Partnership, RECD Project No. 
46-03-8248-52581 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, 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 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 The Meadows Apartments, 
Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the results 
of its operations and its cash flows for the years then ended in conformity 
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 18, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major RECD program, and the nonmajor RECD 
program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996



<PAGE>

                                   [letterhead]

                             Independent Auditor's Report


Partners                                        HUD Field Office Director
Twin Gables Associates                          Federal Office Building
 Limited Partnership                            Cincinnati, OH         
Reston, VA                  

We have audited the accompanying statement of financial position of Parkview
Arms Associates I Limited Partnership, A Limited Partnership, FHA Project No.
046-35046-LDP-SUP, as of December 31, 1995, and the related statements of profit
and loss (on HUD Form No. 92410), changes in partners' equity (deficit), and
cash flows for the year then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit. 

We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards, issued by the Comptroller General of the United
States, and the Consolidated Audit Guide for Audits of HUD Programs, issued by
the U.S. Department of Housing and Urban Development, Office of Inspector
General, in July 1993.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes 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 Parkview Arms Associates I
Limited Partnership, A Limited Partnership, at December 31, 1995, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
 
In accordance with Government Auditing Standards, we have also issued reports
dated January 18, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major HUD program and the nonmajor HUD program.




<PAGE>

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

/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 18, 1996


<PAGE>

                                 [LETTERHEAD]


                         Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Cuthbert, Ltd.              Atlanta, Georgia
Reston, VA    


We have audited the accompanying statement of financial position of United 
Housing Partners - Cuthbert, Ltd., A Limited Partnership, FHA Project No. 
061-35312-PM-WAH-L8, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit. 

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 United Housing Partners 
- -Cuthbert Ltd., A Limited Partnership, at December 31, 1995, and the results 
of its operations and its cash flows for the year then ended in conformity 
with generally accepted accounting principles.



<PAGE>

In accordance with Government Auditing Standards, we have also issued reports 
dated January 13, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD program, and the nonmajor HUD 
program.

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


/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 13, 1996 

<PAGE>


                                 [LETTERHEAD]

                         Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Elmwood, Ltd.               Birmingham, Alabama
Reston, VA         
    

We have audited the accompanying statement of financial position of United 
Housing Partners - Elmwood, Ltd.,  A Limited Partnership, FHA Project No. 
062-35330-PM-L8, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit. 

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 United Housing Partners 
- -Elmwood, Ltd., A Limited Partnership, at December 31, 1995, and the results 
of its operations and its cash flows for the year then ended in conformity 
with generally accepted accounting principles.
 



<PAGE>


In accordance with Government Auditing Standards, we have also issued reports 
dated January 13, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD programs and Affirmative Fair 
Housing.

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


/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 13, 1996 

<PAGE>


                                 [LETTERHEAD]

                         Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Morristown, Ltd.            Knoxville, Tennessee
Reston, VA         

    
We have audited the accompanying statement of financial position of United 
Housing Partners - Morristown, Ltd., A Limited Partnership, FHA Project No. 
087-35091-PMR-WAH-L8, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity, and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit. 

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 United Housing Partners 
- -Morristown, Ltd., A Limited Partnership, at December 31, 1995, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.



<PAGE>
 
In accordance with Government Auditing Standards, we have also issued reports 
dated January 13, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD program, and the nonmajor HUD 
program.

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

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 13, 1996 

<PAGE>


                                 [LETTERHEAD]


                         Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Welch, Ltd.                 Charleston, West Virginia
Reston, VA              

    
We have audited the accompanying statement of financial position of United 
Housing Partners - Welch, Ltd., A Limited Partnership, FHA Project No. 
045-35130-PM-WAH-L8, as of December 31, 1995, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit. 

We conducted our audit in accordance with generally accepted auditing 
standards, Government Auditing Standards, issued by the Comptroller General 
of the United States, and the Consolidated Audit Guide for Audits of HUD 
Programs, issued by the U.S. Department of Housing and Urban Development, 
Office of Inspector General, in July 1993.  Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 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 United Housing Partners 
- -Welch, Ltd., A Limited Partnership, at December 31, 1995, and the results of 
its operations and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.



<PAGE>

In accordance with Government Auditing Standards, we have also issued reports 
dated January 13, 1996 on our consideration of the partnership's internal 
control structure, on its compliance with laws and regulations applicable to 
the basic financial statements, the major HUD programs and Affirmative Fair 
Housing.

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

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 13, 1996 


<PAGE>

                                 [Letterhead]


                         Independent Auditor's Report


To the Partners                           Minnesota Housing Finance Agency
VOA-Nicollet Towers Associates            400 Sibley Street, Suite 300
Reston, VA                                St. Paul, Minnesota


We have audited the accompanying balance sheet of VOA-Nicollet Towers
Associates, A Limited Partnership, Minnesota Housing Finance Agency Project No.
75-040, as of December 31, 1995 and 1994, and the related statements of revenues
and expenses, 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, Government Auditing Standards, issued by the Comptroller General of
the United States, and the Consolidated Audit Guide for Audits of HUD Programs,
issued by the U.S. Department of Housing and Urban Development, Office of
Inspector General, in July 1993.  Those standards require that we plan and
perform the 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 VOA-Nicollet Towers Associates,
A Limited Partnership, at December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
 

<PAGE>

VOA-Nicollet Towers Associates
Page 2


In accordance with Government Auditing Standards, we have also issued reports
dated January 26, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements, the major Minnesota Housing Finance Agency and  HUD
programs, and Affirmative Fair Housing.

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


/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 26, 1996
<PAGE>


                                  [Letterhead]

                           Independent Auditor's Report


Partners                            Rural Economic & Community Development
Woodside Villas of Arcadia, Ltd.    P. O. Box 3767
Reston, VA                          West Palm Beach, Florida


We have audited the accompanying statement of financial position of Woodside
Villas of Arcadia, Ltd., A Limited Partnership, RECD Project No. 09-14-133-9529,
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, 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 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 Woodside Villas of Arcadia,
Ltd., A Limited Partnership, at December 31, 1995 and 1994, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated February 3, 1996 on our consideration of the partnership's internal
control structure, on its compliance with laws and regulations applicable to the
basic financial statements and the major RECD program.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
February 3, 1996


<PAGE>

                                    [letterhead] 
                                           
                                           
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           


                                               February 6, 1997



Partners
Abbott Associates                              West Village - Maple (NY)
Ithaca, New York  14850                        #014-4-N-I


    We have audited the accompanying balance sheets of Abbott Associates (a 
limited partnership) as of December 31, 1996 and 1995, and the related 
statements of income, partners' deficit, and cash flows for the years then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing 
standards and the financial audit standards contained in Government Auditing 
Standards (1994 Revision), 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 Abbott Associates 
(a limited partnership) at December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued a 
report dated February 6, 1997 on our consideration of Abbott Associates 
internal control structure and a report dated February 6, 1997 on its 
compliance with laws and regulations.

                                       /s/ Sciarabba Walker & Co., LLP

                                       Certified Public Accountants



<PAGE>

                                  [Letterhead]


                             INDEPENDENT AUDITORS' REPORT



To the Partners of
Church Street Associates


We have audited the accompanying balance sheet of CHURCH STREET ASSOCIATES (a 
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 
Partnership's management.  Our responsibility is to express an opinion on the 
financial statements based on our audit.  

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

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

Our audit was conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The additional financial data listed 
in the accompanying 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 audit of the basic financial statements and, in our opinion, 
is fairly stated in all material respects in relation to the basic financial 
statements taken as a whole.

                                                /s/ Warady & Davis LLP


January 30, 1996



<PAGE>

                                   [Letterhead]
                                           
                                           
                             INDEPENDENT AUDITORS' REPORT
                                                                          
To the Partners of
New Vistas Apartments Associates


We have audited the accompanying balance sheets of NEW VISTAS APARTMENTS 
ASSOCIATES (an Illinois Limited Partnership), Illinois Housing Development 
Authority (IHDA) PROJECT NO. ML-61, as of December 31, 1995 and 1994, and the 
related statements of income, changes in partners' deficit and cash flows for 
the years then ended.  These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing 
standards and the 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 NEW VISTAS APARTMENTS 
ASSOCIATES as of December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended, in conformity with 
generally accepted accounting principles.


                                         /s/ Warady & Davis LLP




January 22, 1996



<PAGE>
                                 [Letterhead]


                          INDEPENDENT AUDITORS' REPORT


To the Partners of
New Vistas Apartments Associates - Phase II


We have audited the accompanying balance sheets of NEW VISTAS APARTMENTS 
ASSOCIATES - PHASE II (an Illinois Limited Partnership), Illinois Housing 
Development Authority (IHDA) PROJECT NO. ML-101, as of December 31, 1995 and 
1994, and the related statements of income, changes in partners' deficit and 
cash flows for the years then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing 
standards and the 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 NEW VISTAS APARTMENTS 
ASSOCIATES - PHASE II as of December 31, 1995 and 1994 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.

                                               /s/ Warady & Davis LLP


January 19, 1996



<PAGE>
                                  [Letterhead]


                             INDEPENDENT AUDITORS' REPORT
                                        
                                         
                                        
To the Partners of
Palmer Square Apartments Associates


We have audited the accompanying balance sheets of PALMER SQUARE APARTMENTS 
ASSOCIATES (an Illinois Limited Partnership), Illinois Housing Development 
Authority (IHDA) PROJECT NO. ML-123, as of December 31, 1995 and 1994, and 
the related statements of operations, changes in partners' deficit and cash 
flows for the years then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing 
standards and the 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 PALMER SQUARE APARTMENTS 
ASSOCIATES as of December 31, 1995 and 1994, and the results of its 
operations and its cash flows for the years then ended, in conformity with 
generally accepted accounting principles.

                                      /s/ Warady & Davis, LLP


January 23, 1996


<PAGE>
                                   [Letterhead]
                                           
                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
                                           
To the Partners of
Parkways Associates
d/b/a The Parkways

We have audited the accompanying balance sheet of PARKWAYS ASSOCIATES D/B/A 
THE PARKWAYS (an Illinois Limited Partnership), Illinois Housing Development 
Authority (IHDA) PROJECT NO. ML-148, as of December 31, 1995, and the related 
statements of income, changes in partners' deficit and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.  The financial statements of 
PARKWAYS ASSOCIATES D/B/A THE PARKWAYS as of December 31, 1994, and for the 
year then ended, were audited by other auditors, whose report dated February 
6, 1995, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing 
standards and the 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 PARKWAYS ASSOCIATES D/B/A 
THE PARKWAYS as of December 31, 1995, and the results of its operations, 
changes in partners  capital and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

                                  /s/ Warady & Davis LLP


January 16, 1996



<PAGE>
                                  [Letterhead]

                             INDEPENDENT AUDITORS' REPORT
                                           
To the Partners of
The North Washington Park Partnership


We have audited the accompanying balance sheets of THE NORTH WASHINGTON PARK 
PARTNERSHIP (an Illinois Limited Partnership) (HUD PROJECT NO. 071-35544) as 
of December 31, 1995 and 1994, and the related statements of operations, 
changes in partners' deficit and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

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

                                           /s/ Warady & Davis LLP

January 26, 1996

<PAGE>
[co:]

                                  [Letterhead]

                             INDEPENDENT AUDITORS' REPORT
                                           
To the Partners of
The Oak Park Partnership


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

                                           /s/ Warady & Davis LLP

February 6, 1996


<PAGE>


                                      [Letterhead]
                                           
                                           
                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
                                           
To the Partners of
The Rogers Park Partnership
Washington, D.C.

We have audited the accompanying balance sheet of THE ROGERS PARK PARTNERSHIP
D/B/A NORTHPOINT APARTMENTS (an Illinois Limited Partnership), Illinois Housing
Development Authority (IHDA) PROJECT NO. ML-163, as of December 31, 1995, and
the related statements of income, changes in partners' deficit and cash flows
for the year then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements of THE
ROGERS PARK PARTNERSHIP D/B/A NORTHPOINT APARTMENTS as of December 31, 1994 and
for the year then ended were audited by other auditors, whose report dated
February 6, 1995, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards
and the 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 THE ROGERS PARK PARTNERSHIP
D/B/A NORTHPOINT APARTMENTS as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.


/s/ WARADY & DAVIS LLP


February 14, 1996





<PAGE>

                            ZINER & COMPANY, P.C.
                        CERTIFIED PUBLIC ACCOUNTANTS

                        INDEPENDENT AUDITORS' REPORT

To the Partners of
United Front Homes 


    We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of United Front Homes (a Massachusetts limited partnership) (Project No.
71-156-N) as of December 31, 1995, and the related statements of changes in
partners' equity (deficiency) (MHFA Form F.C.-3C), operations (MHFA Form
F.C.-2A) and cash flows (MHFA Forms F.C.-4A, -4B & -4C) for the year 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 and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by the general 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 United Front Homes as of
December 31, 1995, and the results of its operations, its cash flows and changes
in partners' equity (deficiency) for the year then ended in conformity with
generally accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued a
report dated February 27, 1996 on our consideration of United Front Homes'
internal control structure and a report dated February 27, 1996 on its
compliance with laws and regulations.

                                       /s/ Ziner & Company, P.C.


February 27, 1996

                                          
                                         -1-



<PAGE>


                               [Letterhead]

                        INDEPENDENT AUDITORS' REPORT


To the Partners
Vistula Heritage Village
Toledo, Ohio

We have audited the accompanying balance sheet of Vistula Heritage Village, 
FHA Project No. 042 35298 PM L8 R, (an Ohio Limited Partnership) as of 
December 31, 1995, and the related statements of operations, partners' 
deficit, and cash flows for the year then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Vistula Heritage Village as 
of December, 31, 1995, and the results of its operations and its cash flows 
for the year then ended, in conformity with generally accepted accounting 
principles.

In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued a report dated January 16, 1996, on 
our consideration of Vistula Heritage Village's internal control structure, 
and reports date January 16, 1996, on its compliance with specific 
requirements applicable to major and nonmajor HUD programs and specific 
requirements applicable to Affirmative Fair Housing.

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


/s/ Zinner & Co.


January 16, 1996


Lead Auditor:      Sidney Brode
Telephone No.:     (216) 831-0733
Federal Tax
  Identification No.: 34-1663731



<PAGE>


                        INDEX OF 1996 AUDITORS' REPORTS
 
Deloitte and Touche LLP       
                              107-145 WEST 135TH STREET ASSOCIATES
                              ALGONQUIN TOWER LIMITED PARTNERSHIP
                              ALL HALLOWS ASSOCIATES
                              ALLENTOWN TOWNE HOUSE LIMITED PARTNERSHIP
                              ANGLERS MANOR ASSOCIATES
                              ANTIOCH APARTMENTS, LTD.
                              ARVADA HOUSE ASSOCIATES
                              AUDOBON PARK ASSOCIATES
                              BALDWIN OAKS ELDERLY, LTD.
                              BALDWIN TOWERS ASSOCIATES
                              BASSWOOD MANOR LIMITED PARTNERSHIP
                              BAYVIEW HUNTERS POINT APARTMENTS
                              BENSALEM GARDENS ASSOCIATES
                              BERKLEY LIMITED PARTNERSHIP
                              BLOOMSBURG ELDERLY ASSOCIATES
                              BRIARWOOD APARTMENTS
                              BRIGHTWOOD MANOR ASSOCIATES
                              BRINTON MANOR NO. 1 ASSOCIATES
                              BRINTON TOWERS ASSOCIATES
                              BROOKSIDE APARTMENTS ASSOCIATES
                              BUENA VISTA APARTMENTS, LTD.
                              CABELL ASSOCIATES OF LAKEVIEW
                              CALIFORNIA SQUARE II LIMITED PARTNERSHIP
                              CALIFORNIA SQUARE LIMITED PARTNERSHIP
                              CAMPBELL HEIGHTS ASSOCIATES
                              CANTERBURY GARDENS ASSOCIATES
                              CAPITAL PARK LIMITED PARTNERSHIP
                              CAROLINE ARMS LIMITED PARTNERSHIP
                              CENTER SQUARE ASSOCIATES
                              CENTRAL VILLAGE ASSOCIATES
                              CHAPEL NDP
                              CHEEK ROAD LIMITED PARTNERSHIP
                              CLAY COURTS ASSOCIATES
                              COLLEGE HEIGHTS
                              COLLEGE PARK APARTMENTS
                              COLLEGE PARK ASSOCIATES
                              COMMUNITY DEVELOPERS OF HIGH POINT
                              CONGRESS PARK ASSOCIATES II
                              COPPERWOOD II LIMITED
                              COPPERWOOD LIMITED
                              CUMBERLAND COURT ASSOCIATES
                              DARBY TOWNHOUSES ASSOCIATES
                              DARBY TOWNHOUSES LIMITED PARTNERSHIP
                              DARBYTOWN DEVELOPMENT ASSOCIATES
                              DELCAR-S, LTD.
                              DELCAR-T, LTD.
                              DIP LIMITED PARTNERSHIP
                              DIP LIMITED PARTNERSHIP--II
                              DIP LIMITED PARTNERSHIP--III
                              DISCOVERY LIMITED PARTNERSHIP
                              DORAL GARDENS ASSOCIATES
                              DORAL LIMITED PARTNERSHIP
                              DUQUESNE ASSOCIATES NO. 1
                              EDMOND ESTATES LIMITED PARTNERSHIP
                              ELDEN LIMITED PARTNERSHIP
                              ESBRO LIMITED PARTNERSHIP
                              FAIRMEADOWS LIMITED PARTNERSHIP
                              FAIRMONT #1 LIMITED PARTNERSHIP
                              FAIRMONT #2 LIMITED PARTNERSHIP
                              FAIRVIEW HOMES ASSOCIATES
                              FAIRWOOD ASSOCIATES

                                     PAGE 1
<PAGE>

                        INDEX OF 1996 AUDITORS' REPORTS

                              FEDERAL SQUARE VILLAGE
                              FIELD ASSOCIATES
                              FOREST GREEN LIMITED PARTNERSHIP
                              FOREST PARK ELDERLY ASSOCIATES
                              FORRESTER GARDENS, LTD.
                              FORT CARSON ASSOCIATES
                              FOXWOOD MANOR ASSOCIATES
                              FRANKLIN CHAPEL HILL ASSOCIATES
                              FRANKLIN EAGLE ROCK ASSOCIATES
                              FRANKLIN PARK LIMITED PARTNERSHIP
                              FRANKLIN PHEASANT RIDGE ASSOCIATES
                              FRANKLIN RIDGEWOOD ASSOCIATES
                              FRANKLIN WOODS ASSOCIATES
                              FRIENDSET HOUSING COMPANY
                              FRIO HOUSING, LTD.
                              G.W. CARVER LIMITED
                              GALION LIMITED PARTNERSHIP
                              GARFIELD HILL ASSOCIATES
                              GATEWAY VILLAGE ASSOCIATES
                              GLADYS HAMPTON HOUSES ASSOCIATES
                              GOLDEN APARTMENTS I
                              GOLDEN APARTMENTS II
                              GRANDVIEW APARTMENTS
                              GREATER MOUNT CALVARY TERRACE, LTD.
                              GREATER RICHMOND COMMUNITY DEVELOPMENT 
                                CORP. I AND ASSOCIATES
                              GREATER RICHMOND COMMUNITY DEVELOPMENT 
                                CORP. II AND ASSOCIATES
                              GREEN MOUNTAIN MANOR LIMITED PARTNERSHIP
                              GRIFFITH LIMITED PARTNERSHIP
                              GULFWAY LIMITED PARTNERSHIP
                              H.R.H. PROPERTIES, LTD.
                              HAMILTON HEIGHTS ASSOCIATES
                              HAROLD HOUSE LIMITED PARTNERSHIP
                              HATILLO HOUSING ASSOCIATES
                              HICKORY RIDGE ASSOCIATES, LTD.
                              HILLCREST GREEN APARTMENTS, LTD.
                              HILLSIDE VILLAGE ASSOCIATES
                              HILLTOP APARTMENTS ASSOCIATES
                              HILLTOP LIMITED PARTNERSHIP
                              HUDSON TERRACE ASSOCIATES
                              HURBELL II LIMITED PARTNERSHIP
                              HURBELL III LIMITED PARTNERSHIP
                              INDIAN VALLEY I LIMITED PARTNERSHIP
                              INDIAN VALLEY II LIMITED PARTNERSHIP
                              INDIAN VALLEY III LIMITED PARTNERSHIP
                              INGRAM SQUARE APARTMENTS, LTD.
                              JAMESTOWN VILLAGE ASSOCIATES
                              JERSEY PARK ASSOCIATES
                              JFK ASSOCIATES
                              JOHNSTON SQUARE ASSOCIATES
                              JVL 16 ASSOCIATES
                              JVL 18 ASSOCIATES
                              JVL 19 ASSOCIATES
                              JVL LIMITED
                              KENNEDY HOMES LIMITED PARTNERSHIP
                              KEY PARKWAY WEST ASSOCIATES
                              KIMBERLY ASSOCIATES LIMITED PARTNERSHIP
                              LA SALLE APARTMENTS
                              LA VISTA ASSOCIATES
                              LAFAYETTE MANOR ASSOCIATES
                              LAFAYETTE TOWNE ELDERLY, LTD.
                              LAFAYETTE TOWNE FAMILY, LTD.
                              LAKE FOREST APARTMENTS
                              LAS AMERICAS HOUSING ASSOCIATES
                              LASSEN ASSOCIATES


                                     PAGE 2
<PAGE>

                        INDEX OF 1996 AUDITORS' REPORTS

                              LAUREL GARDENS
                              LEWISBURG ASSOCIATES
                              LEWISBURG ELDERLY ASSOCIATES
                              LINCMAR ASSOCIATES
                              LINCOLN PARK ASSOCIATES
                              LOCK HAVEN ELDERLY ASSOCIATES
                              LOCK HAVEN GARDENS ASSOCIATES
                              LORING TOWERS APARTMENTS LIMITED PARTNERSHIP
                              M&P DEVELOPMENT COMPANY
                              MAPLE HILL ASSOCIATES
                              MAPLE PARK EAST LIMITED PARTNERSHIP
                              MAPLE PARK WEST LIMITED PARTNERSHIP
                              MAYFAIR MANOR LIMITED PARTNERSHIP
                              MEADOWOOD APARTMENTS--PHASE I
                                (MEADOWOOD ASSOCIATES)
                              MEADOWOOD APARTMENTS--PHASE II
                                (MEADOWOOD ASSOCIATES)
                              MEADOWOOD ASSOCIATES III, LTD.
                              MEADOWOOD TOWNHOUSES I LIMITED PARTNERSHIP
                              MEADOWOOD TOWNHOUSES III LIMITED PARTNERSHIP
                              MEADOWS APARTMENTS LIMITED PARTNERSHIP
                              MEADOWS EAST APARTMENTS LIMITED PARTNERSHIP
                              MENLO LIMITED PARTNERSHIP
                              MERCED COMMONS I
                              MERCED COMMONS II
                              MILL STREET ASSOCIATES
                              MIRAMAR HOUSING ASSOCIATES
                              MONTBLANC GARDEN APARTMENTS ASSOCIATES
                              MONTBLANC HOUSING ASSOCIATES
                              MORRISANIA TOWERS HOUSING COMPANY
                              MOSS GARDENS LTD.
                              MURPHY BLAIR ASSOCIATES III
                              NATIONAL HOUSING PARTNERSHIP REALTY FUND I
                              NATIONAL HOUSING PARTNERSHIP REALTY FUND III
                              NATIONAL HOUSING PARTNERSHIP REALTY FUND IV
                              NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
                              NATIONAL HOUSING PARTNERSHIP RESI ASSOCIATES I
                              NEW LAKE VILLAGE APARTMENTS
                              NEW WEST 111TH STREET HOUSING COMPANY
                              NEW WEST 111TH STREET TWO ASSOCIATES
                              NEWTON HILL LIMITED PARTNERSHIP
                              NORTHGATE VILLAGE LIMITED PARTNERSHIP
                              NORTHLAKE TERRACE ASSOCIATES
                              NORTHWEST TERRACE ASSOCIATES
                              OAKLAND VILLAGE TOWNHOUSE ASSOCIATES
                              OCALA PLACE, LTD.
                              OLDE RIVERTOWN VENTURE
                              ONE LYTLE PLACE
                              ONE WEST CONWAY ASSOCIATES
                              ORANGE VILLAGE ASSOCIATES
                              PALM HOUSE LIMITED PARTNERSHIP
                              PARK AVENUE WEST I LIMITED PARTNERSHIP
                              PARK AVENUE WEST II LIMITED PARTNERSHIP
                              PARK CREEK LIMITED PARTNERSHIP
                              PAVILION ASSOCIATES
                              PERSHING WATERMAN PHASE I
                              PLACE ONE LIMITED PARTNERSHIP
                              POINT WEST LIMITED PARTNERSHIP
                              PORTFOLIO PROPERTIES EIGHT ASSOCIATES
                              PORTFOLIO PROPERTIES FIVE ASSOCIATES
                              PORTFOLIO PROPERTIES NINE ASSOCIATES
                              PORTFOLIO PROPERTIES SEVEN ASSOCIATES
                              PORTFOLIO PROPERTIES SIX ASSOCIATES
                              PORTFOLIO PROPERTIES TEN ASSOCIATES
                              PORTFOLIO PROPERTIES THREE ASSOCIATES
                              PORTFOLIO PROPERTIES TWELVE ASSOCIATES
                              PORTFOLIO PROPERTIES TWO ASSOCIATES

                                     PAGE 3
<PAGE>

                        INDEX OF 1996 AUDITORS' REPORTS

                              PORTLAND PLAZA PARTNERSHIP
                              PORTNER PLACE ASSOCIATES
                              POST STREET ASSOCIATES
                              PUEBLO APARTMENTS ASSOCIATES, LTD.
                              PW III ASSOCIATES LIMITED PARTNERSHIP
                              PW IV ASSOCIATES LIMITED PARTNERSHIP
                              RI-15 LIMITED PARTNERSHIP
                              RICHLIEU ASSOCIATES
                              RIVER FRONT APARTMENTS LIMITED PARTNERSHIP
                              RIVER WOODS ASSOCIATES
                              RIVERVIEW II ASSOCIATES
                              ROCKWELL LIMITED PARTNERSHIP
                              ROLLING MEADOWS OF ADA, LTD.
                              ROYAL TOWERS LIMITED PARTNERSHIP
                              RUFFIN ROAD ASSOCIATES
                              RUTHERFORD PARK TOWNHOUSES ASSOCIATES
                              SAN JOSE LIMITED PARTNERSHIP
                              SAN JUAN DEL CENTRO LIMITED PARTNERSHIP
                              SENCIT TOWNE HOUSE LIMITED PARTNERSHIP
                              SHERMAN TERRACE ASSOCIATES
                              SHOREVIEW APARTMENTS
                              SITE 10 COMMUNITY ALLIANCE ASSOCIATES
                              SNI DEVELOPMENT COMPANY
                              SOUTHMONT APARTMENTS
                              SOUTHRIDGE APARTMENTS LIMITED PARTNERSHIP
                              SOUTHWARD LIMITED PARTNERSHIP
                              SPRING BRIGHT LIMITED PARTNERSHIP
                              SPRING MEADOW LIMITED PARTNERSHIP
                              SPRUCE LIMITED PARTNERSHIP
                              SPRUCE PALM LIMITED PARTNERSHIP
                              STAFFORD APARTMENTS
                              STOCK ISLAND LIMITED PARTNERSHIP
                              STOREY MANOR ASSOCIATES
                              STRAWBRIDGE SQUARE ASSOCIATES LIMITED PARTNERSHIP
                              SUMMERSONG TOWNHOUSES LIMITED PARTNERSHIP
                              SUNRISE ASSOCIATES
                              SUNSET PLAZA APARTMENTS
                              SUSQUEHANNA VIEW LIMITED PARTNERSHIP
                              TIMBERLAKE APARTMENTS LIMITED PARTNERSHIP
                              TIMUQUANA PARK ASSOCIATES
                              TINKER CREEK LIMITED PARTNERSHIP
                              TOWN NORTH
                              TOWNVIEW TOWERS I PARTNERSHIP, LTD.
                              TREESLOPE APARTMENTS ASSOCIATES
                              TRINITY APARTMENTS
                              TRINITY TOWERS-14TH STREET ASSOCIATES, LTD.
                              UNITED HANDICAP FEDERATION APARTMENT ASSOCIATES
                              UNITED HOUSE ASSOCIATES
                              UNITED HOUSING PARTNERS-CARBONDALE, LTD.
                              UNITED REDEVELOPMENT ASSOCIATES
                              UNIVERSITY PLAZA ASSOCIATES
                              VANTAGE '78
                              VILLA DE GUADALUPE ASSOCIATES
                              VILLAGE CIRCLE APARTMENTS, LTD.
                              VILLAGE GREEN LIMITED PARTNERSHIP
                              VILLAGE PARK II
                              VISTAS DE SAN JUAN ASSOCIATES
                              WAICO APARTMENTS ASSOCIATES
                              WAICO PHASE II ASSOCIATES
                              WALDEN OAKS ASSOCIATES
                              WALMSLEY TERRACE ASSOCIATES
                              WALNUT HILLS ASSOCIATES, LTD.
                              WASH-WEST PROPERTIES
                              WASHINGTON MANOR LIMITED PARTNERSHIP
                              WATERS TOWERS ASSOCIATES

 
                                     PAGE 4
<PAGE>


                        INDEX OF 1996 AUDITORS' REPORTS

                              WEST OAK VILLAGE LIMITED PARTNERSHIP
                              WHITEFIELD PLACE, LTD.
                              WIGAR LIMITED PARTNERSHIP
                              WOODMARK LIMITED PARTNERSHIP
                              YADKIN ASSOCIATES
 
Edwards Leap & Sauer  
                              BUFFALO VILLAGE ASSOCIATES
                              GENESSEE GARDENS ASSOCIATES
                              IDA TOWER
 
Fishbein & Company, P.C.
                              FRANKLIN HOUSING ASSOCIATES
                              FRANKLIN NEW YORK AVENUE ASSOCIATES
 
Freeman and Vessillo    
                              CHATEAU GARDENS
                              CLUB APARTMENT ASSOCIATES
                              COUNTRY VILLA ASSOCIATES, L.P.
                              COUNTRYBROOK ASSOCIATES
                              CROSS CREEK LIMITED PARTNERSHIP
                              GRANDLAND REALTY ASSOCIATES, LTD.
                              KEMAR TOWNHOUSE ASSOCIATES, L.P.
                              LAKELAND EAST LIMITED PARTNERSHIP
                              MARTEN MANOR REALTY ASSOCIATES L.P.
 
Friduss, Lukee, Schiff &    
  Co., P.C.
                              62ND STREET LIMITED PARTNERSHIP
                              CENTRAL WOODLAWN LIMITED PARTNERSHIP
 
Goldenberg Rosenthal
  Friedlander
                              ACADEMY GARDEN ASSOCIATES
                              BRUNSWICK VILLAGE LIMITED PARTNERSHIP 
                              BUCKINGHAM HALL ASSOCIATES
                              CHURCHVIEW GARDENS ASSOCIATES
                              CHURCHVIEW GARDENS LIMITED PARTNERSHIP


Hansen, Hunter & Kibbee, P.C.

                              FRANKLIN CHANDLER ASSOCIATES
                              HAINES ASSOCIATES LIMITED PARTNERSHIP
                              KING-BELL ASSOCIATES
                              MONMOUTH ASSOCIATES LIMITED PARTNERSHIP
                              PENDLETON RIVERSIDE APARTMENTS OREG., LTD.
                              PENN HALL ASSOCIATES LIMITED PARTNERSHIP
                              RODEO DRIVE LIMITED PARTNERSHIP
                              SOUTH MOUNTAIN TERRACE, LTD.
 
J.A. Plumer & Co.             
                              630 EAST LINCOLN AVENUE ASSOCIATES
                              ASPEN STRATFORD APARTMENTS COMPANY B
                              ASPEN STRATFORD APARTMENTS COMPANY C
                              ATHENS ARMS ASSOCIATES
                              BENJAMIN BANNEKER PLAZA ASSOCIATES
                              BENTON SQUARE, LTD.
                              BRIGHTWOOD LIMITED PARTNERSHIP
                              CARTER ASSOCIATES LIMITED PARTNERSHIP 
                              CHRISTOPHER COURT HOUSING COMPANY
                              COLONIAL TERRACE I ASSOCIATES
                              COLONIAL TERRACE II ASSOCIATES
                              CONCORD HOUSES ASSOCIATES
                              DUKE MANOR ASSOCIATES
                              ELDERLY HOUSING ASSOCIATES LTD. PARTNERSHIP
                              FERNCLIFF LIMITED PARTNERSHIP
                              FOREST APARTMENTS ASSOCIATES

                                     PAGE 5
<PAGE>
                        INDEX OF 1996 AUDITORS' REPORTS

                              GATE MANOR APARTMENTS, LTD.
                              GREENFIELD APARTMENTS LIMITED PARTNERSHIP
                              GREENFIELD LIMITED PARTNERSHIP
                              GREENFIELD NORTH APARTMENTS LIMITED PARTNERSHIP
                              GREENFIELD NORTH LIMITED PARTNERSHIP
                              HAILI ASSOCIATES
                              HOLLOWS ASSOCIATES
                              HOUSTON ARISTOCRAT APARTMENTS, LTD.
                              KAPUNA ASSOCIATES
                              KIMBERTON APARTMENTS ASSOCIATES
                              KOOLAU HOUSING ASSOCIATES
                              LAKEVIEW ARMS ASSOCIATES
                              LEE-HY MANOR ASSOCIATES LIMITED PARTNERSHIP
                              LOCUST PARK ASSOCIATES
                              LORING TOWERS ASSOCIATES
                              MILLIKEN APARTMENTS COMPANY
                              MONUMENT STREET LIMITED PARTNERSHIP
                              NEIGHBORHOODS OF THE UNIVERSITIES LOCK STREET
                                APARTMENTS COMPANY
                              OAK HOLLOW SOUTH ASSOCIATES
                              OAK PARK LIMITED PARTNERSHIP
                              ORCHARD MEWS ASSOCIATES
                              OXFORD PLACE ASSOCIATES
                              PITTSFIELD NEIGHBORHOOD ASSOCIATES
                              PORTFOLIO PROPERTIES FOUR ASSOCIATES
                              PRINCE STREET TOWERS LIMITED PARTNERSHIP
                              REGISTRY SQUARE, LTD.
                              SENCIT-LEBANON COMPANY
                              ST. NICHOLAS ASSOCIATES
                              TAMARAC PINES, LTD.
                              TAMARAC PINES II, LTD.
                              TAUNTON GREEN ASSOCIATES
                              TAUNTON II ASSOCIATES
                              THE NATIONAL HOUSING PARTNERSHIP--II
                              TOMPKINS TERRACE ASSOCIATES
                              WAIPAHU ASSOCIATES
                              WASHINGTON CHINATOWN ASSOCIATES
                              WINDSOR APARTMENTS ASSOCIATES
                              WOODCREST APARTMENTS, LTD.
                              WORCHESTER EPISCOPAL HOUSING COMPANY
 
Prague & Richmond             
                              CROSLAND HOUSING ASSOCIATES
 
Reznick, Fedder &             
  Silverman
                              BEAUTIFUL VILLAGE ASSOCIATES REDEVELOPMENT COMPANY
                              BRANCHWOOD TOWERS LIMITED PARTNERSHIP
                              BROOKVIEW APARTMENTS COMPANY LIMITED
                              CITRUS PARK ASSOCIATES, LTD.
                              CLOVER RIDGE EAST LIMITED PARTNERSHIP
                              COLONY APARTMENTS COMPANY LIMITED
                              COMMUNITY CIRCLE II, LIMITED
                              COPPERSTONE CIRCLE LIMITED PARTNERSHIP
                              COPPERSTONE LIMITED PARTNERSHIP
                              COUNTRY LAKES ASSOCIATES TWO
                              DIAKONIA ASSOCIATES LIMITED PARTNERSHIP
                              EAST HAMPTON LIMITED PARTNERSHIP
                              EASTON TERRACE I ASSOCIATES
                              EASTRIDGE APARTMENTS
                              EASTRIDGE APARTMENTS ASSOCIATES
                              EDGEWOOD II ASSOCIATES
                              EMORY GROVE ASSOCIATES LIMITED PARTNERSHIP
                              EMORY GROVE LIMITED PARTNERSHIP
                              FAIRBURN & GORDON ASSOCIATES, PHASE I
                              FAIRBURN & GORDON ASSOCIATES, PHASE II
                              FIRST ALEXANDRIA ASSOCIATES

                                     PAGE 6
<PAGE>
                        INDEX OF 1996 AUDITORS' REPORTS

                              FLATBUSH NSA ASSOCIATES
                              FRANKLIN SQUARE SCHOOL ASSOCIATES
                              GATES MILL I LIMITED PARTNERSHIP
                              GROSVENOR HOUSE ASSOCIATES LIMITED PARTNERSHIP
                              INTOWN WEST ASSOCIATES LIMITED PARTNERSHIP
                              LAING VILLAGE
                              LAKE AVENUE ASSOCIATES
                              LAKE CROSSING LIMITED PARTNERSHIP
                              LAKEHAVEN ASSOCIATES ONE
                              LAKEHAVEN ASSOCIATES TWO
                              LINDEN COURT ASSOCIATES
                              LOUDOUN HOUSE LIMITED PARTNERSHIP
                              MONACO ARMS ASSOCIATES I
                              MONACO ARMS ASSOCIATES II
                              MUSKE LIMITED PARTNERSHIP
                              NATICK ASSOCIATES
                              OAKCREST TERRACE APARTMENTS
                              OAKLAND CITY/WEST END ASSOCIATES, LTD.
                              OAKWOOD LIMITED PARTNERSHIP
                              OAKWOOD MUSKEGON ASSOCIATES
                              ORANGEBURG MANOR
                              PARKVIEW ASSOCIATES
                              PLEASANT VALLEY APARTMENTS, LTD.
                              QUEENSTOWN APARTMENTS LIMITED PARTNERSHIP
                              RUSCOMBE GARDENS LIMITED PARTNERSHIP
                              SANDY SPRINGS ASSOCIATES, LTD.
                              SENCIT-JACKSONVILLE COMPANY, LTD.
                              TIFFANY REHAB ASSOCIATES
                              TWIN TOWERS ASSOCIATES
                              TYEE ASSOCIATES LIMITED PARTNERSHIP
                              URBANIZACION MARIA LOPEZ HOUSING COMPANY
                              VILLAGE GREEN APARTMENTS COMPANY LIMITED
                              VINEVILLE TOWERS ASSOCIATES, LTD.
                              WESTGATE APARTMENTS
                              WESTMINSTER ASSOCIATES
                              WOLLASTON MANOR ASSOCIATES
                              WOODSIDE VILLAGE LIMITED PARTNERSHIP
 
Robert Ercolini & Company     
                              2900 VAN NESS ASSOCIATES
                              7400 ROOSEVELT INVESTORS
                              CONNECTICUT COLONY ASSOCIATES LIMITED PARTNERSHIP
                              FAIRFAX ASSOCIATES LIMITED PARTNERSHIP
                              GREATER HARTFORD ASSOCIATES LIMITED PARTNERSHIP
                              IVANHOE ASSOCIATES LIMITED PARTNERSHIP
                              NORCO ASSOCIATES
                              RIDGE CARLTON ASSOCIATES LIMITED PARTNERSHIP
                              RIVER LOFT APARTMENTS LIMITED PARTNERSHIP
                              SCOTCH ASSOCIATES LIMITED PARTNERSHIP
                              SCOTCH LANE ASSOCIATES
                              STANDART WOODS ASSOCIATES LIMITED PARTNERSHIP
                              WEST LAKE ARMS LIMITED PARTNERSHIP
                              WYNTRE BROOK ASSOCIATES
 
Russell, Thompson, Butler     
  & Houston
                              CHESTERFIELD HOUSING ASSOCIATES
                              COMMUNITY DEVELOPERS OF PRINCEVILLE
                              EASTCOURT VILLAGE PARTNERS
                              EUSTIS APARTMENTS, LTD
                              GROVE PARK VILLAS LTD
                              HEMINGWAY HOUSING ASSOCIATES

 
                                     PAGE 7
<PAGE>
                        INDEX OF 1996 AUDITORS' REPORTS

                              HIGHLANDS VILLAGE II
                              HOUSING ASSISTANCE OF MOUNT DORA, LTD.
                              HOUSING ASSISTANCE OF ORANGE CITY, LTD.
                              HOUSING ASSISTANCE OF SEBRING, LTD.
                              HOUSING ASSISTANCE OF VERO BEACH, LTD.
                              HURBELL I LIMITED PARTNERSHIP
                              HURBELL IV LIMITED PARTNERSHIP
                              LAKE WALES VILLAS LTD
                              LAKEVIEW VILLAS, LTD.
                              MCCOLL HOUSING ASSOCIATES
                              ORANGE CITY VILLAS II, LTD.
                              PARKVIEW APARTMENTS
                              PEPPERTREE VILLAGE OF AVON PARK, LTD.
                              SOUTH HIAWASSEE VILLAGE, LTD.
                              ST. GEORGE VILLAS
                              THE MEADOWS APARTMENTS, LTD.
                              UNITED HOUSING PARTNERS--CUTHBERT, LTD.
                              UNITED HOUSING PARTNERS--ELMWOOD, LTD.
                              UNITED HOUSING PARTNERS--MORRISTOWN, LTD.
                              UNITED HOUSING PARTNERS--WELCH, LTD.
                              WOODSIDE VILLAS OF ARCADIA, LTD.
 
Sciarabba Walker & Co.
  LLP
                              ABBOTT ASSOCIATES
 
Wallace Sanders & Company
                              NHP CHAPPARAL ASSOCIATES, L.P.
                              NHP COUNTRY CLUB WOODS ASSOCIATES, L.P.
                              NHP COUNTRY CLUB WOODS, L.P.
                              NHP GREENBRIAR ASSOCIATES, L.P.
                              NHP GREENBRIAR, L.P.
                              NHP HESSIAN HILLS, L.P.
                              NHP HIGH RIVER, L.P.
                              NHP SPRING LAKE MANOR ASSOCIATES, L.P.
                              NHP SPRING LAKE MANOR, L.P.
                              NHP TOWN & COUNTRY/COUNTRY PLACE ASSOCIATES, L.P.
                              NHP TOWN & COUNTRY/COUNTRY PLACE, L.P.
                              NHP TOWNHOUSE ASSOCIATES, L.P.
                              NHP TOWNHOUSE, L.P.
                              NHP TWIN GATES EAST, L.P.
                              NHP WILL-O-WISP ARMS, L.P.
 
Warady and Davis
                              CENTRAL WOODLAWN REHAB JOINT VENTURE
                              CHURCH STREET ASSOCIATES
                              MRR LIMITED PARTNERSHIP
                              NEW VISTAS APARTMENTS ASSOCIATES
                              NEW VISTAS APARTMENTS ASSOCIATES--PHASE II
                              PALMER SQUARE APARTMENTS ASSOCIATES
                              PARKWAYS ASSOCIATES
                              THE NORTH WASHINGTON PARK PARTNERSHIP
                              THE OAK PARK PARTNERSHIP
                              THE ROGERS PARK PARTNERSHIP
 
Ziner and Company, P.C.
                              UNITED FRONT HOMES
 
Zinner & Co.
                              VISTULA HERITAGE VILLAGE

                                    PAGE 8


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  The Partnerships listed in Appendix 1-96

We have audited the accompanying statement of financial position (or balance 
sheet) of each Partnership listed in Appendix 1-96, as of December 31, 1996, and
each of the related statements of profit and loss (or statements of 
operations), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of each of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of each Partnership listed in Appendix 1-96, at
December 31, 1996, and the results of each of their operations and their cash 
flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia

(See Appendix 1-96 for date of
each Partnership's report)


<PAGE>

                             Appendix 1-96

Partnership                                                Report Date
- -----------                                                -----------

107-145 West 135th Street Associates                       February 14, 1997
Algonquin Tower Limited Partnership                        February 12, 1997
All Hallows Associates                                     February 6, 1997
Anglers Manor Associates                                   January 31, 1997
Antioch Apartments, Ltd.                                   February 4, 1997
Arvada House Associates                                    February 7, 1997
Audobon Park Associates                                    January 28, 1997
Baldwin Oaks Elderly, Ltd.                                 January 17, 1997
Basswood Manor Limited Partnership                         January 31, 1997
Bayview Hunters Point Apartments                           January 17, 1997
Bensalem Gardens Associates                                February 3, 1997
Berkley Limited Partnership                                February 8, 1997
Bloomsburg Elderly Associates                              January 13, 1997
Briarwood Apartments                                       January 20, 1997
Brightwood Manor Associates                                January 24, 1997
Brinton Manor No. 1 Associates                             January 20, 1997
Brinton Towers Associates                                  January 31, 1997
Brookside Apartments Associates                            January 15, 1997
Buena Vista Apartments, Ltd.                               January 16, 1997
Cabell Associates of Lakeview                              January 28, 1997
California Square Limited Partnership                      January 11, 1997
California Square II Limited Partnership                   January 28, 1997
Campbell Heights Associates                                January 29, 1997
Canterbury Gardens Associates                              February 5, 1997
Capital Park Limited Partnership                           January 17, 1997
Caroline Arms Limited Partnership                          January 17, 1997
Center Square Associates                                   February 5, 1997
Chapel NDP                                                 February 4, 1997
Clay Courts Associates                                     January 17, 1997
College Heights                                            February 1, 1997
College Park Apartments                                    February 6, 1997
College Park Associates                                    February 7, 1997
Community Developers of High Point                         January 23, 1997
Congress Park Associates II                                February 11, 1997
Copperwood Limited                                         January 20, 1997
Copperwood II Limited                                      January 21, 1997
Darby Townhouses Associates                                February 5, 1997
Darbytown Development Associates                           January 24, 1997
Delcar - S, Ltd.                                           January 16, 1997
Delcar - T, Ltd.                                           January 16, 1997
DIP Limited Partnership                                    January 10, 1997
DIP Limited Partnership - II                               February 13, 1997
DIP Limited Partnership III                                January 29, 1997
Discovery Limited Partnership                              January 16, 1997
Doral Gardens Associates                                   February 3, 1997
Duquesne Associates No. 1                                  January 15, 1997
Edmond Estates Limited Partnership                         January 11, 1997
Elden Limited Partnership                                  January 20, 1997
Fairmeadows Limited Partnership                            January 20, 1997

                                 Page 1

<PAGE>

                             Appendix 1-96

Partnership                                                Report Date
- -----------                                                -----------

Fairmont #1 Limited Partnership                            January 30, 1997
Fairmont #2 Limited Partnership                            January 30, 1997
Fairview Homes Associates                                  February 3, 1997
Federal Square Village                                     January 20, 1997
Field Associates                                           January 23, 1997
Forest Green Limited Partnership                           January 10, 1997
Forest Park Elderly Associates                             February 12, 1997
Forrester Gardens, Ltd.                                    January 23, 1997
Fort Carson Associates                                     January 21, 1997
Franklin Chapel Hill Associates                            February 12, 1997
Franklin Eagle Rock Associates                             February 1, 1997
Franklin Park Limited Partnership                          February 10, 1997
Friendset Housing Company                                  February 14, 1997
Frio Housing, Ltd.                                         January 21, 1997
G.W. Carver Limited                                        February 13, 1997
Galion Limited Partnership                                 January 30, 1997
Garfield Hill Associates                                   February 7, 1997
Gateway Village Associates                                 January 17, 1997
Gladys Hampton Houses Associates                           February 8, 1997
Golden Apartments I                                        February 12, 1997
Golden Apartments II                                       February 14, 1997
Grandview Apartments                                       January 15, 1997
Greater Mount Calvary Terrace, Ltd.                        January 21, 1997
Greater Richmond Community Development Corp. I
   and Associates                                          January 31, 1997
Greater Richmond Community Development Corp. II
   and Associates                                          January 30, 1997
H.R.H. Properties, Ltd.                                    January 17, 1997
Hamilton Heights Associates                                January 28, 1997
Harold House Limited Partnership                           January 13, 1997
Hatillo Housing Associates                                 February 4, 1997
Hillcrest Green Apartments, Ltd.                           January 25, 1997
Hilltop Limited Partnership                                January 13, 1997
Hudson Terrace Associates                                  January 31, 1997
Hurbell II Limited Partnership                             January 13, 1997
Hurbell III Limited Partnership                            January 15, 1997
Indian Valley I Limited Partnership                        January 30, 1997
Indian Valley II Limited Partnership                       January 30, 1997
Indian Valley III Limited Partnership                      January 29, 1997
Ingram Square Apartments, Ltd.                             February 6, 1997
Jamestown Village Associates                               January 22, 1997
Jersey Park Associates                                     February 1, 1997
JFK Associates                                             February 3, 1997
Johnston Square Associates                                 January 20, 1997
Kennedy Homes Limited Partnership                          February 1, 1997
Key Parkway West Associates                                February 4, 1997
Kimberly Associates Limited Partnership                    January 11, 1997
La Salle Apartments                                        February 10, 1997
Lafayette Manor Associates                                 February 13, 1997
Lafayette Towne Elderly, Ltd.                              January 24, 1997
Lafayette Towne Family, Ltd.                               January 25, 1997

                                Page 2

<PAGE>

                             Appendix 1-96

Partnership                                                Report Date
- -----------                                                -----------

Lake Forest Apartments                                     January 17, 1997
Las Americas Housing Associates                            February 8, 1997
Lassen Associates                                          January 31, 1997
Laurel Gardens                                             January 27, 1997
Lewisburg Associates                                       January 25, 1997
Lewisburg Elderly Associates                               January 24, 1997
Lincmar Associates                                         January 29, 1997
Lincoln Park Associates                                    February 5, 1997
Lock Haven Elderly Associates                              February 11, 1997
Lock Haven Gardens Associates                              February 11, 1997
Loring Towers Apartments Limited Partnership               January 22, 1997
M & P Development Company                                  January 29, 1997
Mill Street Associates                                     February 3, 1997
Miramar Housing Associates                                 February 13, 1997
Montblanc Housing Associates                               January 27, 1997
Morrisania Towers Housing Company                          January 24, 1997
Moss Gardens Ltd.                                          February 5, 1997
Murphy Blair Associates III                                February 10, 1997
National Housing Partnership RESI Associates I             February 26, 1997
New Lake Village Apartments                                January 18, 1997
New West 111th Street Housing Company                      January 27, 1997
Newton Hill Limited Partnership                            January 30, 1997
Northgate Village Limited Partnership                      January 16, 1997
Northlake Terrace Associates                               January 27, 1997
Northwest Terrace Associates                               January 31, 1997
Oakland Village Townhouse Associates                       February 10, 1997
One Lytle Place                                            January 29, 1997
One West Conway Associates                                 February 4, 1997
Orange Village Associates                                  January 16, 1997
Palm House Limited Partnership                             January 29, 1997
Park Avenue West I Limited Partnership                     January 30, 1997
Park Avenue West II Limited Partnership                    January 30, 1997
Place One Limited Partnership                              February 7, 1997
Point West Limited Partnership                             January 28, 1997
Portfolio Properties Five Associates                       February 21, 1997
Portfolio Properties Twelve Associates                     February 25, 1997
Portland Plaza Partnership                                 January 31, 1997
Portner Place Associates                                   January 17, 1997
Post Street Associates                                     January 31, 1997
Pueblo Apartments Associates, Ltd.                         January 23, 1997
PW III Associates                                          February 12, 1997
PW IV Associates                                           February 7, 1997
RI-15 Limited Partnership                                  February 5, 1997
Richlieu Associates                                        February 14, 1997
Riverview II Associates                                    January 14, 1997
Rolling Meadows Of Ada, Ltd.                               January 28, 1997
Ruffin Road Associates                                     January 29, 1997
Rutherford Park Townhouses Associates                      January 10, 1997
San Jose Limited Partnership                               January 10, 1997
San Juan Del Centro Limited Partnership                    January 17, 1997
Sherman Terrace Associates                                 February 10, 1997

                                  Page 3

<PAGE>

                             Appendix 1-96

Partnership                                                Report Date
- -----------                                                -----------

Shoreview Apartments                                       February 10, 1997
Site 10 Community Alliance Associates                      February 3, 1997
SNI Development Company                                    January 23, 1997
Southmont Apartments                                       February 4, 1997
Southridge Apartments Limited Partnership                  January 10, 1997
Southward Limited Partnership                              January 20, 1997
Spruce Limited Partnership                                 January 31, 1997
Spruce Palm Limited Partnership                            February 26, 1997
Stafford Apartments                                        January 27, 1997
Stock Island Limited Partnership                           February 18, 1997
Storey Manor Associates                                    February 5, 1997
Strawbridge Square Associates Limited Partnership          February 14, 1997
Summersong Townhouses Limited Partnership                  February 5, 1997
Sunset Plaza Apartments                                    February 5, 1997
Timberlake Apartments Limited Partnership                  February 7, 1997
Timuquana Park Associates                                  January 29, 1997
Town North                                                 January 30, 1997
Townview Towers I Partnership, Ltd.                        February 10, 1997
Treeslope Apartments Associates                            January 27, 1997
Trinity Towers - 14th Street Associates, Ltd.              February 7, 1997
United House Associates                                    February 11, 1997
United Housing Partners - Carbondale, Ltd.                 February 7, 1997
United Redevelopment Associates                            January 27, 1997
University Plaza Associates                                February 14, 1997
Vantage 78                                                 February 10, 1997
Villa De Guadalupe Associates                              February 6, 1997
Village Circle Apartments, Ltd.                            February 5, 1997
Village Green Limited Partnership                          January 17, 1997
Vistas De San Juan Associates                              January 31, 1997
Waico Apartments Associates                                February 3, 1997
Waico Phase II Associates                                  January 16, 1997
Walden Oaks Associates                                     January 16, 1997
Walmsley Terrace Associates                                January 20, 1997
Walnut Hills Associates, Ltd.                              February 12, 1997
Wash-West Properties                                       February 7, 1997
Washington Manor Limited Partnership                       January 14, 1997
Waters Towers Associates                                   January 14, 1997
Whitefield Place, Ltd.                                     February 4, 1997
Wigar, Ltd.                                                January 20, 1997
Woodmark Limited Partnership                               January 18, 1997
Yadkin Associates                                          February 10, 1997

                              Page 4

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  The Partnerships listed in Appendix 2-96

We have audited the accompanying statements of financial position (or balance 
sheet) of each Partnership listed in Appendix 2-96, as of December 31, 1996 and 
1995, and each of the related statements of operations (or statements of 
profit and loss or statements of revenue and expenses),  partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of each of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audits.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of each Partnership listed in Appendix 2-96, at
December 31, 1996 and 1995, and the results of each of their operations and 
their cash flows for the year then ended in conformity with generally 
accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia

(See Appendix 2-96 for date of
each Partnership's report)

<PAGE>

                             Appendix 2-96

Partnership                                                Report Date
- -----------                                                -----------

Allentown Towne House Limited Partnership                  January 19, 1997
Baldwin Towers Associates                                  January 23, 1997
Cumberland Court Associates                                February 1, 1997
Fairwood Associates                                        February 6, 1997
Hillside Village Associates                                January 25, 1997
Hilltop Apartments Associates                              February 12, 1997
La Vista Associates                                        February 10, 1997
Maple Hill Associates                                      February 9, 1997
Merced Commons I                                           January 10, 1997
Merced Commons II                                          January 27, 1997
Montblanc Garden Apartments Associates                     January 30, 1997
River Front Apartments Limited Partnership                 January 22, 1997
River Woods Associates                                     January 30, 1997
Sencit Towne House Limited Partnership                     January 27, 1997
Sunrise Associates                                         February 10, 1997
Susquehanna View Limited Partnership                       January 16, 1997
United Handicap Federation Apartment Associates            February 3, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Central Village Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Central 
Village Associates, A Limited Partnership, FHA Project No. 112-55037-LDP, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Central Village Associates at 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.

The financial statements referred to above have been prepared assuming that 
Central Village Associates will continue as a going concern.  As discussed in 
Note 10, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Additionally, the Partnership has not made any of its required monthly debt 
service payments since September, 1991.  The general partners' plans in 
regard to these matters are described in Note 10.  The financial statements 
referred to above do not include any adjustments that might result from the 
outcome of these uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 30, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  Cheek Road Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Cheek 
Road Limited Partnership, A Limited Partnership, FHA Project No. 
053-44059-LDP, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Cheek Road Limited Partnership at 
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.

The accompanying financial statements have been prepared assuming that Cheek 
Road Limited Partnership will continue as a going concern.  As discussed in 
Note 10, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 10. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 27, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Darby Townhouses Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Darby 
Townhouses Limited Partnership, A Limited Partnership, as of December 31, 
1996, and the related statements of operations, partners' equity, and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of Darby Townhouses Limited Partnership at 
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.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 6, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain, 
through distributions from its Local Partnership or other financing sources, 
sufficient cash flows to meet its obligations and sustain its operations.  
Management's plans in regard to this matter are described Note 6.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 20, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    Doral Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Doral 
Limited Partnership, A 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 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, such financial statements present fairly, in all material 
respects, the financial position of Doral Limited Partnership at 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.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 6, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain, 
through distributions from its Local Partnerships or other financing sources, 
sufficient cash flows to meet its obligations and sustain its operations.  
Management's plans in regards to these matters are also described in Note 6.  
These financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 27, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Esbro Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Esbro 
Limited Partnership, A Limited Partnership, FHA Project No. 123-44038-LDP, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Esbro Limited Partnership at 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.

The financial statements referred to above have been prepared assuming that 
Esbro Limited Partnership will continue as a going concern.  As discussed in 
Note 10, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to repay, 
refinance, or restructure its deferred acquisition payable which is due on 
October 25, 1997.  The general partner's plans in regard to this matter are 
described in Note 10.  The financial statements referred to above do not 
include any adjustments that might result from the outcome of this 
uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 22, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Foxwood Manor Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Foxwood 
Manor Associates, A Limited Partnership, FHA Project No. 034-44095-LDI, as of 
July 15, 1996, and the related statements of profit and loss (on HUD Form No. 
92410), partners' equity (deficit), and cash flows for the period from 
January 1, 1996 to July 15, 1996.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of Foxwood Manor Associates at July 15, 
1996, and the results of its operations and its cash flows for the period 
from January 1, 1996 to July 15, 1996 in conformity with generally accepted 
accounting principles.

As discussed in Note 9, the Partnership sold the land, rental property and 
substantially all of its assets and liabilities on July 16, 1996.  The 
financial statements referred to above do not include any adjustments 
relating to this event.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
September 30, 1996
(December 31, 1996 as to Note 8)


<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Franklin Pheasant Ridge Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Franklin 
Pheasant Ridge Associates, A Limited Partnership, as of December 31, 1996, 
and the related statements of profit and loss, partners' equity (deficit) and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Franklin Pheasant Ridge 
Associates at 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.

The accompanying financial statements have been prepared assuming that 
Franklin Pheasant Ridge Associates will continue as a going concern.  As 
discussed in Note 10, the Partnership has a $300,000 note payable, due on 
demand which raises substantial doubt about the ability of the Partnership to 
continue as a going concern.  Management's plans in regard to these matters 
are also described in Note 10.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 23, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Franklin Ridgewood Associates Limited Partnership
  and NHP Ridgewood Partners Limited Partnership
Washington, D.C.


We have audited the accompanying combined statement of financial position of 
Franklin Ridgewood Associates Limited Partnership and NHP Ridgewood Partners 
Limited Partnership, as of December 31, 1996, and the related combined 
statements of profit and loss, partners' equity (deficit) and cash flows for 
the year then ended.  These combined financial statements are the 
responsibility of the Partnership'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 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 Franklin 
Ridgewood Associates Limited Partnership and NHP Ridgewood Partners Limited 
Partnership at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 15, 1997

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Franklin Woods Associates Limited Partnership and
  Woods Mortgage Associates Limited Partnership
Washington, D.C.


We have audited the accompanying combined statement of financial position of 
Franklin Woods Associates Limited Partnership and Woods Mortgage Associates 
Limited Partnership as of December 31, 1996, and the related combined 
statements of profit and loss, partners' equity (deficit) and cash flows for 
the year then ended.  These combined financial statements are the 
responsibility of the Partnership'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 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 Franklin Woods 
Associates Limited Partnership and Woods Mortgage Associates Limited 
Partnership at December 31, 1996, and the results of their operations and 
their cash flows for the year then ended in conformity with generally 
accepted accounting principles.

The accompanying combined financial statements have been prepared assuming 
that Franklin Woods Associates Limited Partnership and Woods Mortgage 
Associates Limited Partnership will continue as a going concern.  As 
discussed in Note 11, conditions exist which raise substantial doubt about 
the ability of the Partnership to continue as a going concern unless it is 
able to repay, refinance or restructure its mortgage note payable which is 
due June 30, 1997. Management's plans in regard to these matters are also 
described in Note 11. The combined financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 21, 1997


<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Green Mountain Manor Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Green 
Mountain Manor Limited Partnership, A Limited Partnership, FHA Project No. 
101-44003-LDP, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Green Mountain Manor Limited Partnership 
at 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.

The accompanying financial statements have been prepared assuming that Green 
Mountain Manor Limited Partnership will continue as a going concern.  As 
discussed in Note 5, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to repay, refinance, or restructure its deferred acquisition note.  The 
general partner's plans in regard to this matter are described in Note 5.  
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 8, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Griffith Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Griffith 
Limited Partnership, A Limited Partnership, FHA Project No. 121-44383-LDP, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Griffith Limited Partnership at 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.

The financial statements referred to above have been prepared assuming that 
Griffith Limited Partnership will continue as a going concern.  As discussed 
in Note 11, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless it is able to repay, 
refinance, or restructure its deferred acquisition payable which is due on 
October 31, 1997.  The general partner's plans in regard to this matter are 
described in Note 11.  The financial statements referred to above do not 
include any adjustments that might result from the outcome of this 
uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 20, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Gulfway Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Gulfway 
Limited Partnership, A Limited Partnership, FHA Project No. 115-44009-LDP, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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.

The financial statements referred to above have been prepared assuming that 
Gulfway Limited Partnership will continue as a going concern.  As discussed 
in Note 10, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless it is able to repay, 
refinance, or restructure its deferred acquisition note payable which is due 
on November 7, 1997.  The general partners' plans in regard to this matter 
are described in Note 10.  The financial statements referred to above do not 
include any adjustment that might result from the outcome of this uncertainty.

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


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 17, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Hickory Ridge Associates, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Hickory 
Ridge Associates, Ltd., A Limited Partnership, FHA Project No. 063-44041-LDP, 
as of December 31, 1996, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Hickory Ridge Associates, Ltd. at 
December 31, 1996, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

As discussed in Note 11, the Partnership has suffered a financial loss due to 
the alleged misappropriation of funds by former employees and falsifications 
of documents to the Department of Housing and Urban Development.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 13, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  JVL Limited
Washington, D.C.


We have audited the accompanying statement of financial position of JVL 
Limited, A Limited Partnership, FHA Project No. 085-35197-PM-SR-PR-L8, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of JVL Limited at 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.

The financial statements referred to above have been prepared assuming that 
JVL Limited will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to respond 
positively on its HUD Physical Inspection report and to generate sufficient 
cash flows to meet its obligations and sustain its operations.  The financial 
statements referred to above do not include any adjustments that might result 
from the outcome of these uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 20, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  JVL 16 Associates
Washington, D.C.


We have audited the accompanying statement of financial position of JVL 16 
Associates, A Limited Partnership, FHA Project No. 085-35262-PM-L8, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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.

The financial statements referred to above have been prepared assuming that 
JVL 16 Associates will continue as a going concern.  As discussed in Note 9, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations, and sustain its operations. 
Management's plans with respect to this matter are also discussed in Note 9. 
The financial statements referred to above do not include any adjustments 
that might result from the outcome of this uncertainty.

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of JVL 16 Associates at December 31, 1996, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 14, 1997

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  JVL 18 Associates
Washington, D.C.


We have audited the accompanying statement of financial position of JVL 18 
Associates, A Limited Partnership, FHA Project No. 085-35279-PM-SR-L8, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of JVL 18 Associates at 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.

The financial statements referred to above have been prepared assuming that 
JVL 18 Associates will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to respond 
positively on their HUD Physical Inspection report and to generate sufficient 
cash flows to meet its obligations and sustain its operations.  The financial 
statements referred to above do not include any adjustments that might result 
from the outcome of these uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 15, 1997

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  JVL 19 Associates
Washington, D.C.


We have audited the accompanying statement of financial position of JVL 19 
Associates, A Limited Partnership, FHA Project No. 085-35293-PM-L8, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of JVL 19 Associates at 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.

The financial statements referred to above have been prepared assuming that 
JVL 19 Associates will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Additionally, the Partnership has not made any of its required monthly debt 
service payments since September 1, 1990.  The general partner's plans in 
regard to these matters are described in Note 7.  The financial statements 
referred to above do not include any adjustments that might result from the 
outcome of these uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 28, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Maple Park East Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Maple 
Park East Limited Partnership, A Limited Partnership, FHA Project No. 
101-44063-LDP, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Maple Park East Limited Partnership at 
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.

The accompanying financial statements have been prepared assuming that Maple 
Park East Limited Partnership will continue as a going concern.  As discussed 
in Note 6, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless the Partnership is 
able to pay the principal and interest obligations under its deferred 
acquisition note or negotiate further amendments of the terms of the note.  
Management's plans in regard to this matter is described in Note 6.  The 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 30, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Maple Park West Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Maple 
Park West Limited Partnership, A Limited Partnership, FHA Project No. 
101-44062-LDP, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Maple Park West Limited Partnership at 
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.

The accompanying financial statements have been prepared assuming that Maple 
Park West Limited Partnership will continue as a going concern.  As discussed 
in Note 6, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless the Partnership is 


<PAGE>


Maple Park West Limited Partnership
Page 2


able to pay the principal and interest obligations under its deferred 
acquisition note or negotiate further amendments of the terms of the note.  
Management's plans in regard to this matter is described in Note 6.  The 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 11, 1997

<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Mayfair Manor Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Mayfair 
Manor Limited Partnership, A Limited Partnership, FHA Project No. 
123-44022-LDP, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Mayfair Manor Limited Partnership at 
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.

The financial statements referred to above have been prepared assuming that 
Mayfair Manor Limited Partnership will continue as a going concern.  As 
discussed in Note 10, conditions exist which raise substantial doubt about 
the ability of the Partnership to continue as a going concern unless it is 
able to repay, refinance, or restructure its deferred acquisition note 
payable which is due on October 25, 1997.  The general partner's plans in 
regard to this matter are described in Note 10.  The financial statements 
referred to above do not include any adjustments that might result from the 
outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 21, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Meadowood Associates, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Meadowood 
Apartments - Phase I, FHA Project No. 052-44019-LDP (a project owned by 
Meadowood Associates, Ltd., A Limited Partnership), as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' equity, and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Apartments - Phase I at 
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.

The accompanying financial statements have been prepared assuming that 
Meadowood Apartments - Phase I will continue as a going concern.  As 
discussed in Note 7, conditions exist which raise substantial doubt about the 
ability of Meadowood Apartments - Phase I to continue as a going concern 
unless the settlement of the sale of the property is completed, or its 
limited partner is able to pay the principal and interest obligations under a 
deferred acquisition note owed by the limited partner, or negotiate further 
amendments of the terms of the note and the related sale and forbearance 
agreements.  The financial statements referred to above do not include any 
adjustments that might result from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 11, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Meadowood Associates, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Meadowood 
Apartments - Phase II, FHA Project No. 052-44081-LDP, (a project owned by 
Meadowood Associates, Ltd., A Limited Partnership), as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' equity, and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Apartments - Phase II ( a 
project owned by Meadowood Associates, Ltd., A Limited Partnership) at 
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.

The accompanying financial statements have been prepared assuming that 
Meadowood Apartments - Phase II will continue as a going concern.  As 
discussed in Note 7, conditions exist which raise substantial doubt about the 
ability of Meadowood Apartments - Phase II to continue as a going concern 
unless the settlement of the sale of the property is completed, or its 
limited partner is able to pay the principal and interest obligations under a 
deferred acquisition note owed by the limited partner, or negotiate further 
amendments of the terms of the note and the related sale and forbearance 
agreements.  The financial statements referred to above do not include any 
adjustments that might result from the outcome of this certainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 10, 1997

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Meadowood Associates III, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Meadowood 
Associates III, Ltd., A Limited Partnership, FHA Project No. 052-44145-LDP, 
as of December 31, 1996, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Associates III, Ltd. at 
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.

The accompanying financial statements have been prepared assuming that 
Meadowood Associates III, Ltd. will continue as a going concern.  As 
discussed in Note 6, conditions exist which raise substantial doubt about the 
ability of Meadowood Associates III, Ltd. to continue as a going concern 
unless the settlement of the sale of the property is completed, or its 
limited partner is able to pay the principal and interest obligations under a 
deferred acquisition note owed by the limited partner, or negotiate further 
amendments of the terms of the note and the related sale and forbearance 
agreements.  The financial statements referred to above do not include any 
adjustments that might result from the outcome of this certainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 10, 1997

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of
    Meadowood Townhouses I Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Meadowood 
Townhouses I Limited Partnership, A Limited Partnership, as of December 31, 
1996, and the related statements of operations, partners' deficit, and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Townhouses I Limited 
Partnership at 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.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Notes 3 and 6, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to successfully 
complete the sale of its Local Partnerships, or to negotiate further 
amendments of the terms of its deferred acquisition note and related sale and 
forbearance documents and improve its negative cash flows.  Management's 
plans in regard to these matters are also described in Notes 3 and 6.  These 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 20, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
    Meadowood Townhouses III
    Limited Partnership
Washington, D.C.

We have audited the accompanying statement of financial position of Meadowood 
Townhouses III Limited Partnership, A Limited Partnership, as of December 31, 
1996, and the related statements of operations, partners' deficit, and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Meadowood Townhouses III Limited 
Partnership at 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.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Notes 3 and 6, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to successfully 
complete the sale of its Local Partnership, or to negotiate further 
amendments of the terms of its deferred acquisition note and related sale and 
forbearance documents and improve its negative cash flows.  Management's 
plans in regard to these matters are also described in Notes 3 and 6.  These 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 19, 1997


<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Meadows Apartments Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Meadows 
Apartments Limited Partnership, A Limited Partnership, FHA Project No. 
125-55010-LD, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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.

The accompanying financial statements have been prepared assuming that 
Meadows Apartments Limited Partnership will continue as a going concern.  As 
discussed in Note 9, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to pay the principal and interest obligations under its deferred acquisition 
note or negotiate further amendments of the terms of the note.  Management's 
plans in regard to this matter are described in Note 9.  The financial 
statements do not include any adjustments that might result from the outcome 
of this uncertainty.

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


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 10, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Meadows East Apartments
  Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Meadows 
East Apartments Limited Partnership, A Limited Partnership, FHA Project No. 
125-44030-LD, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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.

The financial statements referred to above have been prepared assuming that 
Meadows East Apartments Limited Partnership will continue as a going concern. 
As discussed in Notes 6 and 13, conditions exist which raise substantial 
doubt about the ability of the Partnership to continue as a going concern 
unless the Partnership is able to repay, refinance, or restructure its 
deferred acquisition note payable which is due on December 12, 1997.  The 
General Partner's plans in regard to this matter are described in Notes 6 and 
13.  The financial statements referred to above do not include any 
adjustments that might result from the outcome of this uncertainty.

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of Meadows East Apartments Limited 
Partnership at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 16, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Menlo Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Menlo 
Limited Partnership, A Limited Partnership, FHA Project No. 123-44014-LD, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Menlo Limited Partnership at 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.

The financial statements referred to above have been prepared assuming that 
Menlo Limited Partnership will continue as a going concern.  As discussed in 
Note 11, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to repay, 
refinance, or restructure its deferred acquisition note payable which is due 
on October 31, 1997.  The general partner's plans in regard to this matter 
are described in Note 11.  The financial statements referred to above do not 
include any adjustments that might result from the outcome of this 
uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 27, 1997

<PAGE>


Independent Auditors' Report



To The Partners of
   National Housing Partnership Realty Fund I
Vienna, VA


We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund I (the Partnership) as of December 31, 1996 
and 1995, and the related statements of operations, partners' equity 
(deficit), and cash flows for each of the three years in the period ended 
December 31, 1996, and the financial statement schedule listed in the Index 
at Item 14. These financial statements and schedule are the responsibility of 
the Partnership's management. Our responsibility is to express an opinion on 
these financial statements and schedule based on our audits. We did not audit 
the financial statements of Hurbell IV Limited Partnership and Gates Mills I 
Limited Partnership (investees of the Partnership) for the years ended 
December 31, 1996, 1995 and 1994. The Partnership's equity in the net assets 
of these investees has been reduced to zero in accordance with the equity 
method of accounting. The accompanying statement of operations includes 
$21,342 and $29,506 of revenue from distributions in excess of investment for 
these two investees for the years ended December 31, 1996 and 1995, 
respectively. The financial statements do not include any equity, or other 
earnings or losses from these investees for the years ended December 31, 
1996, 1995 and 1994. The financial statements of these investees were audited 
by other auditors whose reports thereon have been furnished to us, and our 
opinion, insofar as it relates to amounts included for these investees, is 
based solely upon the reports of the other auditors.

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

In our opinion, based on our audits and the reports of other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of the Partnership as of December 31, 1996 and 1995, and the results 
of its operations and cash flows for each of the three years in the period 
ended December 31, 1996 in conformity with generally accepted accounting 
principles. Also, in our opinion, based on our audits and the reports of 
other auditors, such financial statement schedule, when considered in 
relation to the basic financial statements taken as a whole, present fairly 
in all material respects the information set forth therein.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Washington, D.C.
February 27, 1997

<PAGE>



Independent Auditors' Report


To The Partners of
  National Housing Partnership Realty Fund Two
Vienna, VA


We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund Two (the Partnership) as of December 31, 1996 
and 1995, and the related statements of operations, partners' deficit, and 
cash flows for each of the three years in the period ended December 31, 1996, 
and the supporting schedule listed in the Index at Item 14. These financial 
statements and schedule are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements and schedule based on our audits. We did not audit the financial 
statements of Hurbell I Limited Partnership and Rodeo Drive Limited 
Partnership (investees of the Partnership) for the years ended December 31, 
1996, 1995 and 1994 and did not audit Kimberton Apartments Associates Limited 
Partnership and Windsor Apartments Associates Limited Partnership for the 
years ended December  31, 1995 and 1994. The Partnership's investment of zero 
and $4,227,334 in the net assets of these investees as of December 31, 1996 
and 1995, respectively, and of zero, $257,939 and $134,558 in the net income 
of these investees for the years ended December 31, 1996, 1995 and 1994, are 
included in the accompanying financial statements. The financial statements 
of these investees were audited by other auditors whose reports thereon have 
been furnished to us, and our opinion, insofar as it relates to amounts 
included for these investees, is based solely upon the reports of the other 
auditors.

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

In our opinion, based on our audits and the reports of other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of National Housing Partnership Realty Fund Two as of December 31, 
1996 and 1995, and the results of its operations and cash flows for each of 
the three years in the period ended December 31, 1996 in conformity with 
generally accepted accounting principles. Also, in our opinion, based on our 
audits and the reports of other auditors, such financial statement schedule, 
when considered in relation to the financial statements taken as a whole, 
present fairly in all material respects the information set forth therein.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Washington, D.C.
March 3, 1997


<PAGE>


Independent Auditors' Report


To The Partners of
  National Housing Partnership Realty Fund III
Vienna, VA

We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund III (the Partnership) as of December 31, 1996 
and 1995, and the related statements of operations, partners' deficit, and 
cash flows for each of the three years in the period ended December 31, 1996, 
and the financial statement schedule listed in the Index at Item 14. These 
financial statements and schedule are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements and schedule based on our audits. We did not audit the financial 
statements of Brunswick Village Limited Partnership for the years ended 
December 31, 1996, 1995 and 1994. The Partnership's equity in the net assets 
of this investee has been reduced to zero at December 31, 1996 and 1995 in 
accordance with the equity method of accounting. The financial statements of 
this investee were audited by other auditors whose reports thereon have been 
furnished to us, and our opinion, insofar as it relates to amounts included 
for this investee, is based solely upon the report 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 report 
of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of the Partnership as of December 31, 1996 and 1995, and the results 
of its operations and its cash flows for each of the three years in the 
period ended December 31, 1996, in conformity with generally accepted 
accounting principles. Also, in our opinion, based on our audits and the 
report of other auditors, such financial statement schedule, when considered 
in relation to the basic financial statements taken as a whole, present 
fairly in all material respects the information set forth therein.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Washington, D.C.
March 6, 1997


<PAGE>


Independent Auditors' Report



To The Partners of
   National Housing Partnership Realty Fund IV
Vienna, VA


We have audited the accompanying statements of financial position of National 
Housing Partnership Realty Fund IV (the Partnership) as of December 31, 1996 
and 1995, and the related statements of operations, partners' deficit, and 
cash flows for each of the three years in the period ended December 31, 1996, 
and the financial statement schedule listed in the Index at Item 14. These 
financial statements and schedule are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements and schedule based on our audits.

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

In our opinion, such financial statements present fairly, in all material 
respects, the financial position of National Housing Partnership Realty Fund 
IV as of December 31, 1996 and 1995, and the results of its operations and 
its cash flows for each of the three years in the period ended December 31, 
1996 in conformity with generally accepted accounting principles. Also, in 
our opinion, such financial statement schedule, when considered in relation 
to the basic financial statements taken as a whole, present fairly in all 
material respects, the information set forth therein.

The accompanying financial statements have been prepared assuming that 
Trinity Apartments will continue as a going concern.  As discussed in Note 8, 
conditions exist which raise substantial doubt about the ability of the 
project to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations.  
Management's plans in regard to these matters are described in Note 8.  The 
financial statements do not include any adjustments that might result from 
the outcome of these uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Washington, D.C.
March 10, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  New West 111th Street Two Associates
Washington, D.C.


We have audited the accompanying statement of financial position of New West 
111th Street Two Associates, A Limited Partnership, FHA Project No. 
012-57202-LD-EC-220-L8, as of December 31, 1996, and the related statements 
of profit and loss (on HUD Form No. 92410), partners' equity (deficit), and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of New West 111th Street Two Associates at 
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.

The accompanying financial statements have been prepared assuming that New 
West 111th Street Two Associates will continue as a going concern.  As 
discussed in Note 7, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to generate sufficient cash flows to meet its obligations and sustain its 
operations. Management's plans in regard to these matters are also described 
in Note 7.  The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 3, 1997


<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Ocala Place, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Ocala 
Place, Ltd., A Limited Partnership, FHA Project No. 063-35173-PM-L8, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Ocala Place, Ltd. at December 31, 1996, 
and the results of its operations and its cash flows for the year then ended 
in conformity with generally accepted accounting principles.

As discussed in Note 7, the Partnership has suffered a financial loss due to 
the alleged misappropriation of funds by former employees and falsification 
of documents to the Department of Housing and Urban Development.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 23, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Olde Rivertown Venture
Washington, D.C.


We have audited the accompanying statement of financial position of Olde 
Rivertown Venture, A Limited Partnership, as of December 31, 1996, and the 
related statements of profit and loss, partners' equity (deficit), and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Olde Rivertown Venture at 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.

The accompanying financial statements have been prepared assuming that Olde 
Rivertown Venture will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt about the ability of the 
Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations.  
The Partnership defaulted on its mortgage and is currently operating under a 
workout arrangement.  The general partner's plans in regard to these matters 
are described in Note 7.  The financial statements do not include any 
adjustments that might result from the outcome of these uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 19, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Park Creek Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Park 
Creek Limited Partnership, A Limited Partnership, FHA Project No. 
101-44111-LDP, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Park Creek Limited Partnership at 
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.

The accompanying financial statements have been prepared assuming that Park 
Creek Limited Partnership will continue as a going concern.  As discussed in 
Note 6, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless the Partnership is able 
to pay the principal and interest obligation under its deferred acquisition 
notes or negotiate further amendments of the terms of the notes.  
Management's plans in regard to this matter are described in Note 6.  The 
financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 13, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Pavilion Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Pavilion 
Associates, A Limited Partnership, FHA Project No. 034-44159-LDP, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Pavilion Associates at 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.

The accompanying financial statements have been prepared assuming that 
Pavilion Associates will continue as a going concern.  As discussed in Note 6 
and Note 7, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless the Partnership is 
able to pay the principal and interest obligations under its deferred 
acquisition note and real estate tax notes payable or negotiate further 
amendments of the terms of the notes.  Management's plans in regard to these 
matters are described in Note 6 and Note 7.  The financial statements do not 
include any adjustments that might result from the outcome of these 
uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 6, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Pershing Waterman Phase I
Washington, D.C.


We have audited the accompanying statement of financial position of Pershing 
Waterman Phase I, A Limited Partnership, FHA Project No. 085-35259, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Pershing Waterman Phase I at 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.

The accompanying financial statements have been prepared assuming that 
Pershing Waterman Phase I will continue as a going concern.  As discussed in 
Note 7, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. In 
addition, the Partnership has not complied with the requirements of its 
workout arrangement which allows the mortgagee to commence foreclosure 
actions. Management's plans in regard to these matters are also described in 
Note 7.  The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 30, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  Portfolio Properties Two Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Two Associates, A 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 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, such financial statements present fairly, in all material 
respects, the financial position of Portfolio Properties Two Associates at 
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.

The accompanying financial statements have been prepared assuming that 
Portfolio Properties Two Associates will continue as a going concern.  As 
discussed in Note 8, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to pay the principal and interest obligations under its deferred acquisition 
notes or negotiate amendments of the terms of the notes which are due and 
payable June 7, 1997.  Management's plans in regard to this matter are 
described in Note 8.  The financial statements do not include any adjustments 
which might result from the outcome of this matter.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 21, 1997


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of
  Portfolio Properties Three Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Three Associates, A 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 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, such financial statements present fairly, in all material 
respects, the financial position of Portfolio Properties Three Associates at 
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.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 6, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain 
sufficient cash flows to meet its obligations and sustain its operations, and 
to pay the principal and interest obligations under its deferred acquisition 
notes or negotiate amendments of the terms of the notes.  Management's plans 
in regard to these matters are described in Note 6.  The financial statements 
do not include any adjustments which might result from the outcome of these 
matters.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 22, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  Portfolio Properties Six Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Six Associates, A Limited Partnership, as of December 31, 1996, 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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, such financial statements present fairly, in all material 
respects, the financial position of Portfolio Properties Six Associates at 
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.

The accompanying financial statements have been prepared assuming that 
Portfolio Properties Six Associates will continue as a going concern.  As 
discussed in Note 7, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to pay the principal and interest obligations under its deferred acquisition 
notes or negotiate amendments of the terms of the notes.  Management's plans 
in regard to this matter are discussed in Note 7.  The financial statements 
do not include any adjustments which might result from the outcome of this 
matter.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 24, 1997


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of
  Portfolio Properties Seven Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Portfolio 
Properties Seven Associates, A Limited Partnership, as of December 31, 1996 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.  We did not audit the 
financial statements of Milliken Apartments Company, an investee of Portfolio 
Properties Seven Associates, which is accounted for by use of the equity 
method.  The Partnership's equity of $1,198,000 in the net assets of Milliken 
Apartments Company at December 31, 1996 and of $39,000 of that entity's net 
income for the year ended December 31, 1996 are included in the accompanying 
financial statements.  Those financial statements were audited by other 
auditors whose reports thereon have been furnished to us, and our opinion, 
insofar as it relates to amounts included for Milliken Apartments Company, is 
based solely upon the report of the other auditors.

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 and the reports 
of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of Portfolio Properties Seven Associates at 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.

The accompanying financial statements have been prepared assuming that 
Portfolio Properties Seven Associates will continue as a going concern.  As 
discussed in Note 6, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to pay the principal and interest obligations under its deferred acquisition 
notes or negotiate  amendments of the terms of the notes.  Management's plans 
in regard to this matter are described in Note 6.  The financial statements 
do not include any adjustments which might result from the outcome of this 
matter.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 24, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  Portfolio Properties Eight Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Eight Associates, A 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 audit.  We did 
not audit the financial statements of Brookview Apartments Company Limited, 
Colony Apartments Company Limited, and Village Green Apartments Company 
Limited, investees of Portfolio Properties Eight Associates (collectively 
referred to as "these entities"), which are accounted for by use of the 
equity method.  The Partnership's equity of $1,534,000 in the net assets of 
these entities at December 31, 1996, and of $87,000 of these entities' net 
income for the year ended December 31, 1996, are included in the accompanying 
financial statements.  The financial statements of these entities were 
audited by other auditors whose reports have been furnished to us, and our 
opinion, insofar as it relates to amounts included for these entities, is 
based solely upon the reports of the other auditors.

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 and the reports 
of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of  other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of Portfolio Properties Eight Associates at December 31, 1996, and 
the results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 14, 1997


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of
  Portfolio Properties Nine Associates
Washington, D.C.

We have audited the accompanying statement of financial position of Portfolio 
Properties Nine Associates, A Limited Partnership, as of December 31, 1996, 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit. We did not audit the 
financial statements of Penn Hall Associates Limited Partnership, Haines 
Associates Limited Partnership, and Monmouth Associates Limited Partnership, 
(collectively referred to as "these entities") investees of Portfolio 
Properties Nine Associates, which are accounted for by use of the equity 
method.  The Partnership's equity of $734,000 in the net assets of these 
entities at December 31, 1996, and $42,300 of these entities' net loss for 
the year ended December 31, 1996, are included in the accompanying financial 
statements.  The financial statements of these entities were audited by other 
auditors whose reports have been furnished to us, and our opinion, insofar as 
it relates to amounts included for these entities is based solely upon the 
report of the other auditors.

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 and the reports 
of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of the other auditors, 
such financial statements present fairly, in all material respects, the 
financial position of Portfolio Properties Nine Associates at December 31, 
1996, and the results of its operations and its cash flows for the year then 
ended in conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 27, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
  Portfolio Properties Ten Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Portfolio 
Properties Ten Associates, A Limited Partnership, as of December 31, 1996, 
and the related statements of operations, partners' deficit, and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.  We did not audit the 
financial statements of Pendleton Riverside Apartments, Oreg. Ltd., an 
investee of Portfolio Properties Ten Associates which is accounted for by use 
of the equity method.  The Partnership's equity of $297,533 in the net assets 
of Pendleton Riverside Apartment, Oreg. Ltd. at December 31, 1996, and 
$38,510 of that entity's net income for the year ended December 31, 1996, are 
included in the accompanying financial statements.  The financial statements 
of Pendleton Riverside Apartments, Oreg. Ltd. were audited by other auditors 
whose report has been furnished to us, and our opinion, insofar as it relates 
to the amounts included for such entity is based solely upon the report of 
such other auditors.

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 and the report of 
other auditors provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of Portfolio Properties Ten Associates at December 31, 1996, and the 
results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 26, 1997


<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
  Rockwell Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Rockwell 
Limited Partnership, A Limited Partnership, FHA Project No. 115-44039-LDP, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Rockwell Limited Partnership at 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.

The financial statements referred to above have been prepared assuming that 
Rockwell Limited Partnership will continue as a going concern.  As discussed 
in Note 11, conditions exist which raise substantial doubt about the ability 
of the Partnership to continue as a going concern unless it is able to repay, 
refinance, or restructure its deferred acquisition payable which is due on 
November 7, 1997.  The general partner's plans in regard to this matter are 
described in Note 11.  The financial statements referred to above do not 
include any adjustments that might result from the outcome of this 
uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 17, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Royal Towers Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Royal 
Towers Limited Partnership, A Limited Partnership, FHA Project No. 084-44088, 
as of December 31, 1996, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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.

The accompanying financial statements have been prepared assuming that Royal 
Towers Limited Partnership will continue as a going concern.  As discussed in 
Notes 2 and 12, conditions exist which raise substantial doubt about the 
ability of the Partnership to continue as a going concern unless it is able 
to both generate sufficient cash flows to meet its obligations and sustain 
its operations and renew or replace the Housing Assistance contract which 
expires in October, 1997.  Management's plans in regard to these matters are 
also described in Notes 2 and 12.  The financial statements do not include 
any adjustments that might result from the outcome of this uncertainty.

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


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 13, 1997


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Partners of
  Spring Bright Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Spring 
Bright Limited Partnership, A 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 audit.  We did 
not audit the financial statements of Brightwood Limited Partnership, an 
investee of Spring Bright Limited Partnership, which is accounted for by use 
of the equity method. The Partnership's share of Brightwood Limited 
Partnership's deficit is $735,649 at December 31, 1996, and it's share of 
that entity's net loss is $107,774 for the year ended December 31, 1996.  
However, as a result of the equity method of accounting for Brightwood 
Limited Partnership's operations, the Partnership's investment balance is 
carried at zero and its share of the loss for the year ended December 31, 
1996 has not been recorded in the Partnership's statement of operations.  The 
financial statements of Brightwood Limited Partnership were audited by other 
auditors whose report has been furnished to us, and our opinion, insofar as 
it relates to amounts included for such entity, is based solely upon the 
report of such other auditor.

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 and the report of 
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, such 
financial statements present fairly, in all material respects, the financial 
position of Spring Bright Limited Partnership at 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.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 5, 
conditions exist which raise substantial doubt as to the ability of the 
Partnership to continue as a going concern unless it is able to obtain 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 5. 
These financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
February 22, 1997

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Spring Meadow Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Spring 
Meadow Limited Partnership, A Limited Partnership, FHA Project No. 
023-44087-LDP, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Spring Meadow Limited Partnership at 
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.

The accompanying financial statements have been prepared assuming that Spring 
Meadow Limited Partnership will continue as a going concern.  As discussed in 
Note 10, conditions exist which raise substantial doubt about the ability of 
the Partnership to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations. 
Management's plans in regard to these matters are also described in Note 10. 
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 28, 1997


<PAGE>



INDEPENDENT AUDITORS' REPORT


To the Partners of
  Tinker Creek Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Tinker 
Creek Limited Partnership, A Limited Partnership, FHA Project No. 051-44034, 
as of December 31, 1996, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity (deficit), and cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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.

The financial statements referred to above have been prepared assuming that 
Tinker Creek Limited Partnership will continue as a going concern.  As 
discussed in Note 10, conditions exist which raise substantial doubt about 
the ability of the Partnership to continue as a going concern unless it is 
able to repay, refinance, or restructure its deferred acquisition note 
payable which is due on November 11, 1997.  The general partner's plans in 
regard to this matter are described in Note 10.  The financial statements 
referred to above do not include any adjustments that might result from the 
outcome of this uncertainty.

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


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 16, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Owner of
  Trinity Apartments
Washington, D.C.


We have audited the accompanying statement of financial position of Trinity 
Apartments, a project wholly owned by National Housing Partnership Realty 
Fund IV, as of December 31, 1996, and the related statements of operations 
and owner's equity (deficit), 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, such financial statements present fairly, in all material 
respects, the financial position of Trinity Apartments at 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.

The accompanying financial statements have been prepared assuming that 
Trinity Apartments will continue as a going concern.  As discussed in Note 7, 
conditions exist which raise substantial doubt about the ability of the 
project to continue as a going concern unless it is able to generate 
sufficient cash flows to meet its obligations and sustain its operations.  
The owners' plans in regard to these matters are described in Note 7.  The 
financial statements do not include any adjustments that might result from 
the outcome of these uncertainties.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 11, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  Village Park II
Washington, D.C.


We have audited the accompanying statement of financial position of Village 
Park II, A Limited Partnership, FHA Project No. 114-35213-PM, as of December 
31, 1996, and the related statements of profit and loss (on HUD Form No. 
92410), partners' equity (deficit), and cash flows for the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of Village Park II at December 31, 1996, and 
the results of its operations and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

As discussed in Note 1, the Partnership has filed for reorganization under 
Chapter 11 of the United States Bankruptcy Code.  The accompanying financial 
statements do not purport to reflect or provide for the consequences of the 
bankruptcy proceedings.  In particular, such financial statements do not 
purport to show (a) as to assets, their realizable value on a liquidation 
basis or their availability to satisfy liabilities; (b) as to prepetition 
liabilities, the amounts that may be allowed for claims or contingencies, or 
the status and priority thereof; (c) as to partner accounts, the effect of 
any changes that may be made in the capitalization of the Partnership; or (d) 
as to operations, the effect of any changes that may be made in its business.

As discussed in Note 9 to the financial statements, the Partnership deeded 
its land, rental property and substantially all of its assets to the 
mortgagee in lieu of foreclosure on March 21, 1997.  The financial statements 
do not include any adjustments that might result from the foreclosure 
proceedings.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
March 21, 1997


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Partners of
  West Oak Village Limited
  Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of West Oak 
Village Limited Partnership, A Limited Partnership, FHA Project No. 
118-44023, as of December 31, 1996, and the related statements of profit and 
loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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, such financial statements present fairly, in all material 
respects, the financial position of West Oak Village Limited Partnership at 
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.

The financial statements referred to above have been prepared assuming that 
West Oak Village Limited Partnership will continue as a going concern.  As 
discussed in Notes 5 and 11, conditions exist which raise substantial doubt 
about the ability of the Partnership to continue as a going concern unless it 
is able to repay, refinance, or restructure its deferred acquisition note 
payable which was due on November 30, 1996.  The General Partner's plans in 
regard to this matter are described in Notes 5 and 11.  The financial 
statements referred to above do not include any adjustments that might result 
from the outcome of this uncertainty.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
McLean, Virginia
January 21, 1997


<PAGE>

[Letterhead]


                         INDEPENDENT AUDITORS' REPORT



To the Partners
Buffalo Village Associates
Vienna,  VA

We have audited the accompanying statement of financial position of Buffalo
Village Associates, FHA Project No. 014-44035-LDP, (A Limited Partnership), as
of December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Buffalo Village Associates, as
of December 31, 1996, 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.

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

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
information on pages 13 to 19 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of Buffalo Village
Associates.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/Edwards Leap & Sauer

Hollidaysburg, Pennsylvania
February 10, 1997 

                                      -1-
[Letterhead footnote]


<PAGE>


[Letterhead]


                         INDEPENDENT AUDITORS' REPORT



To the Partners
Genesee Gardens Associates (A Limited Partnership)
Vienna,  VA


We have audited the accompanying statement of financial position of Genesee
Gardens Associates, FHA Project No. 012-55079-LDC-R, (A Limited Partnership), as
of December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit) and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Genesee Gardens Associates, 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.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern.  As discussed in Note E to the
financial statements, the Partnership is in default on its deferred acquisition
note payable at December 31, 1996.  This condition raises substantial doubt
about the Partnership's ability to continue as a going concern.  Management's
plan in regard to this matter is also described in Note E.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 8, 1997, on our
consideration of the Partnership's internal control structure, and reports dated
February 8, 1997, on its compliance with laws and regulations, specific
requirements applicable to major and nonmajor HUD programs, and specific
requirements applicable to Affirmative Fair Housing.


[Letterhead footnote]                -1-


<PAGE>

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
information on pages 13 to 19 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of Genesee Gardens
Associates. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/Edwards Leap & Sauer

Hollidaysburg, Pennsylvania
February 8, 1997







                                     -2-
                                 




<PAGE>

[Letterhead]

                             INDEPENDENT AUDITORS' REPORT




To the Partners
IDA Tower (A Limited Partnership)
Vienna, VA


We have audited the accompanying statement of financial position of IDA 
Tower, FHA Project No. 033-44805-LD-R-WAH, (A Limited Partnership), as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit) and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 IDA Tower, 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.

In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued a report dated February 6, 1997, on 
our consideration of the Partnership's internal control structure, and 
reports dated February 6, 1997, on its compliance with laws and regulations, 
specific requirements applicable to major and nonmajor HUD programs, and 
specific requirements applicable to Affirmative Fair Housing.

Our audit was conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The accompanying supplementary 
information on pages 13 to 19 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of IDA 
Tower. Such information has been subjected to the auditing procedures applied 
in the audit of the basic financial statements and, in our opinion, is fairly 
stated in all material respects in relation to the basic financial statements 
taken as a whole.

/s/ Edwards Leap & Sauer




Hollidaysburg, Pennsylvania
February 6, 1997

                                      -1-

<PAGE>


                      INDEPENDENT AUDITORS' REPORT



Partners
Franklin Housing Associates


     We have audited the accompanying consolidated balance sheet of FRANKLIN 
HOUSING ASSOCIATES AND SUBSIDIARIES as of December 31, 1996, and the related 
consolidated statements of income, partners' equity and cash flows for the 
year then ended. These consolidated financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these consolidated 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 consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Franklin Housing Associates and subsidiaries as of December 31, 1996, and 
the consolidated results of their operations and their consolidated cash 
flows for the year then ended in conformity with generally accepted 
accounting principles.


                                   /s/ FISHBEIN & COMPANY, P.C.
                              
                                  FISHBEIN & COMPANY, P.C.


Elkins Park, Pennsylvania
March 8, 1997


<PAGE>

                         INDEPENDENT AUDITORS' REPORT



Partners
Franklin New York Avenue Associates


     We have audited the accompanying consolidated balance sheet of FRANKLIN 
NEW YORK AVENUE ASSOCIATES AND SUBSIDIARY as of December 31, 1996, and the 
related consolidated statements of income, partners' equity and cash flows 
for the year then ended. These consolidated financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these consolidated 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 consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position 
of Franklin New York Avenue Associates and subsidiary as of December 31, 
1996, and the consolidated results of their operations and their consolidated 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.


                           /s/  FISHBEIN & COMPANY, P.C.
                          
                           FISHBEIN & COMPANY, P.C. 



Elkins Park, Pennsylvania
February 26, 1997

<PAGE>

                                  [Letterhead]


INDEPENDENT AUDITOR'S REPORT

To The Partners
Chateau Gardens HUD Project # 075-44041LDP


We have audited the accompanying balance  sheet of Chateau Gardens, (a 
Limited Partnership) as  of December 31,  1996 and  the related statements  
of income, partners' deficit  and cash flows  for the  year then ended.   
These financial statements  are   the  responsibility   of  the  Company's   
management.   Our responsibility is to express an opinion on these financial 
statements based on our audit.

We  conducted our  audit in  accordance with  generally accepted  auditing 
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  Chateau Gardens  as 
of December 31, 1996 and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated  February 7,  1997 on  our  consideration of  Chateau Garden's  
internal control structure and  a report dated February 7, 1997  on its 
compliance with laws and regulations.
 
The accompanying  supplementary information included  in the report  (shown 
on pages 11 to 23) is presented for the purpose of additional analysis and is 
not a required  part  of the  financial  statements.   Such information  has  
been subjected to  the auditing procedures  applied in  the audit of  the 
financial statements and, in  our opinion, is fairly stated in  all material 
respects in relation to the financial statements taken as a whole.

                                         /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York
February 7, 1997
                                                                     

<PAGE>

                                [Letterhead]


INDEPENDENT AUDITOR'S REPORT
- ----------------------------

To The Partners
Club Apartment Associates Project # 053-44079LDP
(A North Carolina Limited Partnership)
Director, HUD Area Office
Greensboro, N.C.

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

We  conducted our  audit in  accordance with  generally accepted  auditing 
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 Club Apartment 
Associates as of December 31, 1996 and the results  of its operations and its 
cash flows for the  year  then  ended  in   conformity  with  generally  
accepted  accounting principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated  February 5,  1997 on  our consideration  of Club  Apartment 
Associate's internal  control  structure and  a  report  dated  February  5, 
1997  on  its compliance with laws and regulations.

The accompanying  supplementary information included  in the report  (shown 
on pages 11 to 22) is presented for the purpose of additional analysis and is 
not a required  part  of the  financial  statements.   Such information  has  
been subjected to  the auditing procedures  applied in  the audit of  the 
financial statements and, in  our opinion, is fairly stated in  all material 
respects in relation to the financial statements taken as a whole.

                                         /s/ Freeman & Vessillo, C.P.A., P.C.
New York, New York
February 5, 1997

<PAGE>
                                [Letterhead]

INDEPENDENT AUDITOR'S REPORT

To The Partners
Country Villa Associates, L.P. HUD Project # 073-44416
(An Indiana Limited Partnership)

We have audited the accompanying balance sheet of Country Villa Associates, 
L.P., (a Limited Partnership) as of December 31, 1996 and the related 
statements of income, partners' deficit and cash flows for the year then 
ended. These financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 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 Country Villa Associates, 
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.

The accompanying financial statements have been prepared assuming that the 
partnership will continue as a going concern. As described in Note 1 to the 
financial statements, the Partnership's ability to continue as a going 
concern is dependent on attaining future profitable operations and a positive 
cash flow.
 
In accordance with Government Auditing Standards, we have also issued a 
report dated February 9, 1997 on our consideration of Country Villa 
Associate's internal control structure and a report dated February 9, 1997 on 
its compliance with laws and regulations.

The accompanying supplementary information included in the report (shown on 
pages 11 to 23) is presented for the purpose of additional analysis and is 
not a required part of the financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the financial 
statements and, in our opinion, is fairly stated in all material respects in 
relation to the financial statements taken as a whole.

                                         /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York
February 9, 1997


<PAGE>

                               [Letterhead]

INDEPENDENT AUDITOR'S REPORT


To The Partners 
Countrybrook Associates HUD Project # 043-44077 
(An Ohio Limited Partnership)

We have audited the accompanying balance sheet of Countrybrook Associates, 
(an Ohio Limited Partnership) as of December 31, 1996 and the related 
statements of income, partners' deficit, and cash flows for the year then 
ended. These financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 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 Countrybrook Associates, as 
of December 31, 1996 and the results of its operations, and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated February 1, 1997 on our consideration of Countrybrook 
Associate's internal control structure and a report dated February 1, 1997 on 
its compliance with laws and regulations.

The accompanying supplementary information included in the report (shown on 
pages 12 to 23) is presented for the purpose of additional analysis and is 
not a required part of the financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the financial 
statements and, in our opinion, is fairly stated in all material respects in 
relation to the financial statements taken as a whole.

                                          /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York 
February 1, 1997



<PAGE>

                               [Letterhead]

INDEPENDENT AUDITOR'S REPORT 
- ---------------------------

To the Partners 
Cross Creek Limited Partnership

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

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes 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.

The accompanying financial statements have been prepared assuming that the 
partnership will continue as a going concern. As described in Note 1 to the 
financial statements, the Partnership's ability to continue as a going 
concern is dependent on attaining future profitable operations and a positive 
cash flow.

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

                                      /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York 
February 1, 1997

<PAGE>

                               [Letterhead]

INDEPENDENT AUDITOR'S REPORT 
- ----------------------------

To the Partners 
Grandland Realty Associates, Ltd.

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

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

                                    /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York 
February 4, 1997



<PAGE>

                               [Letterhead]

INDEPENDENT AUDITOR'S REPORT 


To The Partners 
Kemar Townhouse Associates, L.P.

We have audited the accompanying balance sheet of Kemar Townhouse Associates, 
L.P., (a Limited Partnership) as of December 31, 1996 and the related 
statements of income, partners' deficit and cash flows for the year then 
ended. These financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 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 Kemar Townhouse Associates, 
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 February 3, 1997 on our consideration of Kemar Townhouse 
Associate's internal control structure and a report dated February 3, 1997 on 
its compliance with laws and regulations.

The accompanying supplementary information included in the report (shown on 
pages 11 to 22) is presented for the purpose of additional analysis and is 
not a required part of the financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the financial 
statements and, in our opinion, is fairly stated in all material respects in 
relation to the financial statements taken as a whole.

                                        /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York 
February 3, 1997


<PAGE>

                               [Letterhead]

INDEPENDENT AUDITOR'S REPORT 


To the Partners 
Lakeland East Limited Partnership

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

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

                                         /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York 
February 3, 1997


<PAGE>

                               [Letterhead]

INDEPENDENT AUDITOR'S REPORT 


To the Partners 
Marten Manor Realty Associates L.P.

We have audited the accompanying balance sheet of Marten Manor Realty 
Associates L.P., (a Limited Partnership) as of December 31, 1996 and the 
related statements of income and loss, partners' capital (deficit) and cash 
flows for the year then ended. These financial statements are the 
responsibility of the Company's management. Our responsibility is to express 
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Marten Manor Realty 
Associates 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.

                                        /s/ Freeman & Vessillo, C.P.A., P.C.

New York, New York 
February 3, 1997


<PAGE>

                                [letterhead]






                             INDEPENDENT AUDITOR'S REPORT

To The Partners
  62ND STREET LIMITED PARTNERSHIP


We have audited the accompanying balance sheets of 62ND STREET 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 includes 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 62ND STREET 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 information on Schedule I 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.


/s/ Friduss, Lukee, Schiff & Co., P.C.



FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants

Chicago, Illinois
February 9, 1997

<PAGE>

                            [letterhead]




                           INDEPENDENT AUDITOR'S REPORT

To The Partners
  CENTRAL WOODLAWN LIMITED PARTNERSHIP




We have audited the accompanying balance sheets of CENTRAL WOODLAWN LIMITED 
PARTNERSHIP (An Illinois 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 includes 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 CENTRAL WOODLAWN 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 information on Schedule I 
provides additional analysis which 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.


/s/ Friduss, Lukee, Schiff & Co., P.C.


FRIDUSS, LUKEE, SCHIFF & CO., P.C.
Certified Public Accountants

Chicago, Illinois
March 6, 1997


<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             January 24, 1996


The Partners                                         HUD Field Office Director
Academy Gardens Associates                           New York, New York
Washington, D.C.

         We have audited the accompanying balance sheet of ACADEMY GARDENS 
ASSOCIATES (A Limited Partnership), HUD Project No. 
012-57138-PM-EC-221(d)(4)-L8, as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), of partners' equity 
and of cash flows for the year then ended. These financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated January 24, 1997, on our consideration of ACADEMY GARDENS ASSOCIATES' 
internal control structure and reports dated January 24, 1997, on its 
compliance with specific requirements applicable to major HUD programs, and 
specific requirements applicable to Affirmative Fair Housing.

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 15 to 24 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP



<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                              January 29, 1997


The Partners                                         HUD Field Office Director
Brunswick Village Limited Partnership                Newark, New Jersey
Washington, D.C.

         We have audited the accompanying balance sheet of BRUNSWICK VILLAGE 
LIMITED PARTNERSHIP, HUD Project No. 031-55075-LDP, as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), of 
partners' equity and of cash flows for the year then ended. These financial 
statements are the responsibility of the Partnership's management. Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated January 29, 1997, on our consideration of BRUNSWICK VILLAGE LIMITED 
PARTNERSHIP'S internal control structure and reports dated January 29, 1997, 
on its compliance with specific requirements applicable to major HUD 
programs, and specific requirements applicable to Affirmative Fair Housing.





<PAGE>


         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 14 to 21 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.


                                      /s/ Goldenberg Rosenthal Friedlander, LLP

<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditor's Report

                                                               January 24, 1997


The Partners                                         HUD Field Office Director
Buckingham Hall Associates                           New York, New York
Vienna, VA

         We have audited the accompanying balance sheet of BUCKINGHAM HALL 
ASSOCIATES (A Limited Partnership), HUD Project No. 
012-57190-PM-EC-221(d)(4)-L8, as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), of partners' equity 
deficiency and of cash flows for the year then ended. These financial 
statements are the responsibility of the Partnership's management. Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

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

(continued)



<PAGE>


         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated January 24, 1997, on our consideration of BUCKINGHAM HALL ASSOCIATES 
internal control structure and reports dated January 24, 1997, on its 
compliance with specific requirements applicable to major HUD programs, and 
specific requirements applicable to Affirmative Fair Housing.

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 14 to 22 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 audits of the basic financial statements and, in our opinion, 
is fairly stated in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP

                                    2


<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                                January 5, 1997


The Partners
Churchview Gardens Associates
Vienna, Virginia

         We have audited the accompanying balance sheet of CHURCHVIEW GARDENS 
ASSOCIATES (A Limited Partnership), as of December 31, 1996, and the related 
statements of operations, of partners' equity and of cash flows for the year 
then ended. These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

                                      /s/ Goldenberg Rosenthal Friedlander, LLP



<PAGE>

GOLDENBERG                               LOCATED IN METROPOLITAN PHILADELPHIA
                                         101 West Avenue
  ROSENTHAL                              PO Box 458
                                         Jenkintown, PA 19046-0458
    FRIEDLANDER, LLP
    ----------------                     (215) 881-8800
    Certified Public Accountants         (609) 354-6054
    Management Consultants               (215) 881-8801 FAX


                       Independent Auditors' Report

                                                             January 15, 1997


The Partners
Churchview Gardens Limited Partnership
Vienna, VA

         We have audited the accompanying balance sheet of CHURCHVIEW GARDENS 
LIMITED PARTNERSHIP, HUD Project No. 033-44090-LD, as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), of 
partners' equity deficiency and of cash flows for the year then ended. These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

         We conducted our audit in accordance with generally accepted 
auditing standards and Government Auditing Standards, issued by the 
Comptroller General of the United States. 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 Partnership's 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audit provides a reasonable basis for our 
opinion.

         As set forth in Note 7, Notes to Financial Statements, the 
Partnership has recognized a loss of $2,213,881 attributable to the 
impairment in value of its principal real estate asset in accordance with 
SFAS No. 121.

         In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of CHURCHVIEW 
GARDENS 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.


<PAGE>

         In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. 
Department of Housing and Urban Development, we have also issued a report 
dated January 15, 1997, on our consideration of CHURCHVIEW GARDENS LIMITED 
PARTNERSHIP'S internal control structure and reports dated January 15, 1997, 
on its compliance with specific requirements applicable to major HUD 
programs, and specific requirements applicable to Affirmative Fair Housing.

         Our audit was conducted for the purpose of forming an opinion on the 
basic financial statements taken as a whole. The accompanying supplementary 
information shown on pages 13 to 20 is presented for purposes of additional 
analysis and is not a required part of the basic financial statements of the 
Partnership. Such information has been subjected to the auditing procedures 
applied in the audit of the basic financial statements and, in our opinion, 
is fairly stated, in all material respects, in relation to the basic 
financial statements taken as a whole.

                                      /s/ Goldenberg Rosenthal Friedlander, LLP


<PAGE>


                          HANSEN, HUNTER & KIBBEE, P.C.
                          Certified Public Accountants
                           10260 S.W. GREENBURG ROAD
                                   SUITE 1150
                             PORTLAND, OREGON 97223
  TELEPHONE                                                       FACSIMILE
(503) 244-2134                                                 (503) 244-9754


                          INDEPENDENT AUDITORS' REPORT

To the Partners
Franklin Chandler Associates
Vienna, Virginia

We have audited the accompanying consolidated balance sheet of Franklin 
Chandler Associates, and its Venture, as of December 31, 1996, and the 
related consolidated statements of operations, partners' equity (deficit) and 
cash flows for the year then ended. These consolidated financial statements 
are the responsibility of the Partnership's management. Our responsibility is 
to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement. An audit includes examining, on 
a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Franklin 
Chandler Associates and its Venture 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.

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


January 24, 1997

/s/ Hansen, Hunter & Kibbee, P.C.



<PAGE>

                          HANSEN, HUNTER & KIBBEE, P.C.
                           Certified Public Accountants
                            10260 S.W. GREENBURG ROAD
TELEPHONE                            SUITE 1150                        FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223            (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners
Haines Associates Limited Partnership     
Vienna, Virginia 

We have audited the accompanying statement of financial position of Haines 
Associates Limited Partnership, (a Washington limited partnership), FHA 
Project No. 127-35140, as of December 31, 1996 and the related statements of 
profit and loss (on HUD Form 92410), partners' equity (deficit), and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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 Haines Associates Limited 
Partnership as of December 31, 1996 and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

In accordance with Government Auditing Standards, we have also issued a report 
dated January 24, 1997 on our consideration of Haines' internal control 
structure.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The additional information, as referred to in the
Table of Contents, is presented for the purpose of additional analysis and is 
not a required part of the basic financial statements.  This additional 
information is the responsibility of the Partnership's management.  Such 
information has been subjected to the auditing procedures applied in the audit 
of the basic financial statements and, in our opinion, the additional 
information is fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.  


January 24, 1997

/s/ Hansen, Hunter & Kibbee, P.C.

<PAGE>

                         HANSEN, HUNTER & KIBBEE, P.C.
                         Certified Public Accountants
                           10260 S.W. GREENBURG ROAD
TELEPHONE                         SUITE 1150                        FACSIMILE
(503) 244-2134              PORTLAND, OREGON 97223               (503) 244-9754



                         INDEPENDENT AUDITORS' REPORT

To the Partners
King-Bell Associates
Vienna, Virginia

We have audited the accompanying statement of financial position of King-Bell
Associates, (an Oregon limited partnership), FHA Project No. 126-35190-PM-L8, 
as of December 31, 1996 and the related statements of profit and loss (on HUD 
Form 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 King-Bell Associates as of 
December 31, 1996 and the results of its operations and its cash flows for the 
year then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report 
dated January 16, 1997 on our consideration of  King-Bell's internal control 
structure.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The additional information, as referred to in the
Table of Contents, is presented for the purpose of additional analysis and is 
not a required part of the basic financial statements.  This additional 
information is the responsibility of the Partnership's management.  Such 
information has been subjected to the auditing procedures applied in the audit 
of the basic financial statements and, in our opinion, the additional 
information is fairly stated, in all material respects, in relation to the 
basic financial statements taken as a whole.  


January 16, 1997

/s/ Hansen, Hunter & Kibbee, P.C.


<PAGE>

                         HANSEN, HUNTER & KIBBEE, P.C.
                          Certified Public Accountants
                           10260 S.W. GREENBURG ROAD
TELEPHONE                         SUITE 1150                          FACSIMILE
(503) 244-2134               PORTLAND, OREGON 97223              (503) 244-9754


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Monmouth Associates Limited Partnership
Vienna, Virginia 


We have audited the accompanying statement of financial position of Monmouth 
Associates Limited Partnership, (a Washington limited partnership), FHA 
Project No. 127-35157, as of December 31, 1996 and the related statements of 
profit and loss (on HUD Form 92410), partners' equity (deficit), and cash 
flows for the year then ended. These financial statements are the 
responsibility of the Partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

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 Monmouth Associates Limited 
Partnership as of December 31, 1996 and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated January 24, 1997 on our consideration of Monmouth's internal 
control structure.  

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

January 24, 1997

/s/ Hansen, Hunter & Kibbee, P.C.


<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.

                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                             SUITE 1150              FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223   (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners                                                                 
Pendleton Riverside Apartments, Oreg., Ltd.       
Vienna, Virginia 

We have audited the accompanying statement of financial position of Pendleton 
Riverside Apartments, Oreg., Ltd., (an Oregon limited partnership), FHA 
Project No. 126-44093-LD-SUP, as of December 31, 1996 and the related 
statements of profit and loss (on HUD Form 92410), partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

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 Pendleton Riverside 
Apartments, Oreg., Ltd. as of December 31, 1996 and the results of its 
operations and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated January 17, 1997 on our consideration of Pendleton Riverside's 
internal control structure.  

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


January 17, 1997


/s/ Hansen, Hunter & Kibbee, P.C.


<PAGE>


                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                             SUITE 1150                      FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners
Penn Hall Associates Limited Partnership
Vienna, Virginia

We have audited the accompanying statement of financial position of Penn Hall 
Associates Limited Partnership, (a Washington limited partnership), FHA 
Project No. 127-35159, as of December 31, 1996 and the related statements of 
profit and loss (on HUD Form 92410), partners' equity, and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

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

In accordance with Government Auditing Standards, we have also issued a 
report dated January 24, 1997 on our consideration of Penn Hall's internal 
control structure.   

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The additional information, as 
referred to in the Table of Contents, is presented for the purpose of 
additional analysis and is not a required part of the basic financial 
statements.  This additional information is the responsibility of the 
Partnership's management.  Such information has been subjected to the 
auditing procedures applied in the audit of the basic financial statements 
and, in our opinion, the additional information is fairly stated, in all 
material respects, in relation to the basic financial statements taken as a 
whole.  

January 24, 1997

/s/ Hansen, Hunter & Kibbee, P.C.



<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                             SUITE 1150                      FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754


                             INDEPENDENT AUDITORS' REPORT

To the Partners                                                                 
Rodeo Drive Limited Partnership                                                 
Vienna, Virginia 

We have audited the accompanying statement of financial position of Rodeo 
Drive Limited Partnership, (a California limited partnership), FHA Project 
No. 122-44452-LDP, as of December 31, 1996 and the related statements of 
profit and loss (on HUD Form 92410), partners' deficit, and cash flows for 
the year then ended. These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Rodeo Drive Limited 
Partnership as of December 31, 1996 and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated January 15, 1997 on our consideration of Rodeo Drive Limited 
Partnership's internal control structure.

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


January 15, 1997

/s/ Hansen, Hunter & Kibbee, P.C.



<PAGE>

                            HANSEN, HUNTER & KIBBEE, P.C.
                             Certified Public Accountants
                              10260 S.W. GREENBURG ROAD
TELEPHONE                           SUITE 1150                      FACSIMILE
(503) 244-2134                  PORTLAND, OREGON 97223           (503) 244-9754



                             INDEPENDENT AUDITORS' REPORT

To the Partners
South Mountain Terrace, Ltd.
Vienna, Virginia

We have audited the accompanying statement of financial position of South 
Mountain Terrace, Ltd., (an Arizona limited partnership), FHA Project No. 
123-35139, as of December 31, 1996 and the related statements of profit and 
loss (on HUD Form 92410), partners' equity (deficit), and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 South Mountain Terrace, Ltd. 
as of December 31, 1996 and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.

In accordance with Government Auditing Standards, we have also issued a 
report dated January 22, 1997 on our consideration of South Mountain Terrace 
Ltd.'s internal control structure.  

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

January 22, 1997
/s/ Hansen, Hunter & Kibbee, P.C.



<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                             INDEPENDENT AUDITOR'S REPORT

                                           


January 24, 1997


Partners      
630 East Lincoln Avenue Associates     
Washington, D.C.


We have audited the accompanying statement of financial position of 630 East 
Lincoln Avenue Associates, FHA Project No. 012-57139-PM-EC, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity, and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 630 East Lincoln Avenue 
Associates at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT




February 4, 1997


Partners
Aspen Stratford Apartments Company B
Washington, D.C.


We have audited the accompanying statement of financial position of Aspen 
Stratford Apartments Company B, FHA Project No. 031-35194-LD-SR, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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 Aspen Stratford Apartments 
Company B at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT

                                           

February 6, 1997


Partners        
Aspen Stratford Apartments Company C                                    
Washington, D.C.


We have audited the accompanying statement of financial position of Aspen 
Stratford Apartments Company C, FHA Project No. 031-35195-LD-SR, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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 Aspen Stratford Apartments 
Company C at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT



February 12, 1997


Partners      
Athens Arms Associates  
Washington, DC


We have audited the accompanying statement of financial position of Athens 
Arms Associates, FHA Project No. 061-55068-LDI, A Limited Partnership, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards required 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 aspects, the financial position of Athens Arms Associates, A 
Limited Partnership, at 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.

The financial statements referred to above have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note I to the 
financial statements, the Partnership has a net capital deficiency that 
raises substantial doubt about its ability to continue as a going concern. 
Management's plans in regard to these matters are also described in Note I.  
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT



January 24, 1997


Partners      
Benjamin Banneker Plaza Associates     
Washington, D.C.


We have audited the accompanying statement of financial position of Benjamin 
Banneker Plaza Associates, FHA Project No. 034-44108-NP, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity, and cash flows for the 
year then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Benjamin Banneker Plaza 
Associates at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT

                                           
February 21, 1997


Partners
Benton Square, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Benton 
Square, Ltd., FHA Project No. 084-35236-L8-PM-SR, A Limited Partnership, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Benton Square, Ltd. at 
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.

The financial statements referred to above have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note I to the 
financial statements, the Partnership has a net capital deficiency that 
raises substantial doubt about its' ability to continue as a going concern. 
Management's plans in regard to these matters are also described in Note I.  
The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT



January 31, 1997


Partners      
Brightwood Limited Partnership    
Washington, DC


We have audited the accompanying statement of financial position of 
Brightwood Limited Partnership, FHA Project No. 051-55001-LD, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 Brightwood Limited 
Partnership at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT




February 12, 1997


Partners
Carter Associates Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Carter 
Associates Limited Partnership, MHFA Project No. 71-171-N, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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 Carter Associates Limited 
Partnership, A Limited Partnership, at December 31, 1996, and the results of 
its operations and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT




February 18, 1997



Partners      
Christopher Court Housing Company      
Washington, D.C.


We have audited the accompanying statement of financial position of 
Christopher Court Housing Company, FHA Project No. 012-57097-LD-220-L8, A 
Limited Partnership, as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' equity (deficit), and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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 Christopher Court Housing 
Company at December 31, 1996, and the results of its operations and its cash 
flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS





<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT




February 12, 1997


Partners      
Colonial Terrace I Associates     
Washington, DC


We have audited the accompanying statement of financial position of Colonial 
Terrace I Associates, FHA Project No. 061-55011-LD, A Limited Partnership, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards required 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 aspects, the financial position of Colonial Terrace I 
Associates, A Limited Partnership, at 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.

The financial statements referred to above have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note C to the 
financial statements, a deferred acquisition note, which was issued in 
conjunction with purchase of the rental property, was due on December 2, 
1996. The Partnership's inability to satisfy this obligation raises 
substantial doubts about the ability of the Partnership to continue as a 
going concern.  The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS



<PAGE> 

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           


February 12, 1997


Partners      
Colonial Terrace II Associates   
Vienna, Virginia


We have audited the accompanying statement of financial position of Colonial 
Terrace II Associates, FHA Project No. 061-55017-LD, as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' equity (deficit), and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

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 Colonial Terrace II 
Associates, A Limited Partnership, at 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.

The financial statements referred to above have been prepared assuming the 
Partnership will continue as a going concern.  As discussed in Note C to the 
financial statements, a deferred acquisition note, which was issued in 
conjunction with purchase of the rental property, was due on December 2, 
1996. The Partnership's inability to satisfy this obligation raises 
substantial doubts about the ability of the Partnership to continue as a 
going concern.  The financial statements do not include any adjustments that 
might result from the outcome of this uncertainty.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           



March 1, 1997


Partners
Concord Houses Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Concord 
Houses Associates, MHFA Project No. 73-106-N, A Limited Partnership, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Concord Houses Associates, A 
Limited Partnership, at December 31, 1996, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           



February 12, 1997


Partners
Duke Manor Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Duke 
Manor Associates, FHA Project No. 034-35149-LD, A Limited Partnership, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Duke Manor Associates at 
December 31, 1996, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE> 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



January 24, 1997

Partners      
Elderly Housing Associates Ltd. Partnership      
Washington, DC     
    


We have audited the statement of financial position of Elderly Housing 
Associates Ltd. Partnership, FmHA Project No. 24-11-133-3698, A Limited 
Partnership, 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 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 Elderly Housing Associates 
Ltd. Partnership as of December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS


<PAGE> 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 11, 1997



Partners
Ferncliff Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of Ferncliff 
Limited Partnership, A 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 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 Ferncliff Limited 
Partnership, A Limited Partnership, as of December 31, 1996, and the results 
of its operations and its cash flows for the year then ended, in conformity 
with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE> 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 17, 1997


Partners      
Forest Apartments Associates      
Washington, D.C.


We have audited the accompanying statement of financial position of Forest 
Apartments Associates, FHA Project No. 044-35493-PM-L8, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity, and cash flows for the 
year then ended. These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Forest Apartments Associates 
at December 31, 1996, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           

January 31, 1997


Partners      
Gate Manor Apartments, Ltd.  
Washington, D.C.



We have audited the accompanying statement of financial position of Gate 
Manor Apartments, Ltd., FHA Project No. 087-35144-PM-L8, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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 Gate Manor Apartments, Ltd. 
at December 31, 1996, and the results of its operations and its cash flows 
for the year then ended in conformity with generally accepted accounting 
principles.


/s/ J. A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           

January 17, 1997


Partners      
Greenfield Apartments Limited Partnership   
Washington, D.C.


We have audited the accompanying statement of financial position of 
Greenfield Apartments Limited Partnership, FHA Project No. 051-55018-LDP, A 
Limited Partnership, as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' equity, and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Greenfield Apartments 
Limited Partnership at December 31, 1996, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 11, 1997



Partners
Greenfield Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of 
Greenfield Limited Partnership, A 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 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 Greenfield Limited 
Partnership, A Limited Partnership, as of December 31, 1996, and the results 
of its operations and its cash flows for the year then ended in conformity 
with generally accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE> 

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 27, 1997


Partners      
Greenfield North Apartments Limited Partnership       
Washington, D.C.


We have audited the accompanying statement of financial position of 
Greenfield North Apartments Limited Partnership, FHA Project No. 
051-44030-LDP, A Limited Partnership, as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity, and cash flows for the year then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Greenfield North Apartments 
Limited Partnership at December 31, 1996, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS



<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 11, 1997



Partners
Greenfield North Limited Partnership
Washington, D.C.


We have audited the accompanying statement of financial position of 
Greenfield North Limited Partnership, A 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 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 Greenfield North Limited 
Partnership, A Limited Partnership, as of December 31, 1996, and the results 
of its operations and its cash flows for the year then ended in conformity 
with generally accepted accounting principles.

/s/ J.A. Plumer & Co., P.A.


CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 30, 1997


Partners 
Haili Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Haili 
Associates, FHA Project No. 140-35089-LDP-L8, A Limited Partnership, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Haili Associates at December 
31, 1996, and the results of its operations and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 19, 1997


Partners      
Hollows Associates      
Washington, D.C.



We have audited the accompanying statement of financial position of Hollows 
Associates, FHA Project No. 012-32191-LD-WAH-L8, A Limited Partnership, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Hollows Associates at 
December 31, 1996, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE> 

                              J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 27, 1997


Partners      
Houston Aristocrat Apartments, Ltd.    
Washington, D.C.


We have audited the accompanying statement of financial position of Houston 
Aristocrat Apartments, Ltd., FHA Project No. 114-44031-LDP, A Limited 
Partnership, as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards required 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 Houston Aristocrat 
Apartments, Ltd. at December 31, 1996, and the results of its operations and 
its cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



January 30, 1997


Partners
Kapuna Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Kapuna 
Associates, FHA Project No. 140-38005-PM-L8, A Limited Partnership, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' equity, and cash flows for the year then ended.  These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Kapuna Associates at 
December 31, 1996, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 12, 1997


Partners
Kimberton Apartments Associates
Washington, D.C.



We have audited the accompanying statement of financial position of Kimberton 
Apartments Associates, FHA Project No. 032-44013-LD, A Limited Partnership, 
as of December 31, 1996, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Kimberton Apartments 
Associates at December 31, 1996, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           


January 30, 1997


Partners
Koolau Housing Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Koolau 
Housing Associates, FHA Project No. 140-35091-LDP-L8, A Limited Partnership, 
as of December 31, 1996, and the related statements of profit and loss (on 
HUD Form No. 92410), partners' equity, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Koolau Housing Associates at 
December 31, 1996, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 24, 1997


Partners
Lakeview Arms Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Lakeview 
Arms Associates, FHA Project No. 012-35474-PM-L8, A Limited Partnership, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity, and cash flows for the year then ended.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Lakeview Arms Associates at 
December 31, 1996, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS



<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 16, 1997


Partners      
Lee-Hy Manor Associates Limited Partnership 
Washington, D.C.


We have audited the accompanying statement of financial position of Lee-Hy 
Manor Associates Limited Partnership, FHA Project No. 051-35326-PM-L8, A 
Limited Partnership, as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' equity (deficit), and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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 Lee-Hy Manor Associates 
Limited Partnership at December 31, 1996, and the results of its operations 
and its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>
 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 22, 1997


Partners
Locust Park Associates
Washington, DC



We have audited the accompanying statement of financial position of Locust 
Park Associates, FHA Project No. 052-44124-LDP-SUP, A Limited Partnership, as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' equity (deficit), and cash flows for the year then 
ended. These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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 Locust Park Associates at 
December 31, 1996, and the results of its operations and its cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS





<PAGE> 
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           


February 13, 1997


Partners
Loring Towers Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Loring
Towers Associates, MHFA Project No. 70-003-N, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Loring Towers Associates, A
Limited Partnership, at December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 








<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 13, 1997


Partners      
Milliken Apartments Company       
Washington, D.C.


We have audited the accompanying statement of financial position of Milliken
Apartments Company, FHA Project No. 023-44122-LD, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Milliken Apartments Company at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 7, 1997


Partners      
Monument Street Limited Partnership    
Washington, D.C.


We have audited the accompanying statement of financial position of Monument
Street Limited Partnership, FHA Project No. 052-44094-LD, A Limited Partnership,
as of December 31, 1996, and the related statements of profit and loss (on HUD
Form No. 92410), partners' equity (deficit), and cash flows for the year then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Monument Street Limited
Partnership at December 31, 1996, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.


/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           


February 4, 1997


Partners      
Neighborhoods of the Universities      
  Lock Street Apartments Company
Washington, DC


We have audited the accompanying statement of financial position of
Neighborhoods of the Universities Lock Street Apartments Company, FHA Project
No. 031-35213-LD-L8, A Limited Partnership, as of December 31, 1996, and the
related statements of profit and loss (on HUD Form No. 92410), partners' equity
(deficit), and cash flows for the year then ended.  These financial statements
are the responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.

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 Neighborhoods of the
Universities Lock Street Apartments Company at December 31, 1996, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 14, 1997


Partners
Oak Hollow South Associates
Washington, D.C.


We have audited the accompanying statements of financial position of Oak Hollow
South Associates, PHFA Project No. R-650-8F, A Limited Partnership, as of
December 31, 1996 and 1995, and the related statements of profit and loss (on
HUD Form No. 92410), changes in partners' equity, and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

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



/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 12, 1997



Partners
Oak Park Limited Partnership  
Washington, DC


We have audited the accompanying statements of financial position of Oak Park
Limited Partnership, A 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 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 Oak Park Limited Partnership, A
Limited Partnership, as of December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.



/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 14, 1997


Partners      
Orchard Mews Associates      
Washington, D.C.


We have audited the accompanying statement of financial position of Orchard Mews
Associates, FHA Project No. 052-44200-LD-SUP-R, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Orchard Mews Associates at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


February 13, 1997



Partners      
Oxford Place Associates      
Washington, DC


We have audited the accompanying statement of financial position of Oxford Place
Associates, A Limited Partnership, FHA Project No. 016-57004WAH-LDP-231-L8, as
of December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Oxford Place Associates at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.



/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


March 7, 1997


Partners
Pittsfield Neighborhood Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Pittsfield
Neighborhood Associates, MHFA Project No. 79-093-R, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Pittsfield Neighborhood
Associates, A Limited Partnership, at December 31, 1996, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.



/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



March 11, 1997



Partners
Portfolio Properties Four Associates  
Washington, D.C.


We have audited the accompanying statement of financial position of Portfolio
Properties Four Associates, A 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 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 Portfolio Properties Four
Associates, A Limited Partnership, as of December 31, 1996, and the results of
its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.



/s/ J.A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           
                                           
                           INDEPENDENT AUDITOR'S REPORT
                                           



February 10, 1997



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


We have audited the accompanying statements of financial position of Prince
Street Towers Limited Partnership, PHFA Project No. R-414-8E, A Limited
Partnership, as of December 31, 1996 and 1995, and the related statements of
profit and loss (on HUD Form No. 92410), partners' equity (deficit), and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

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


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           
                           INDEPENDENT AUDITOR'S REPORT
                                           



February 21, 1997



Partners
Registry Square, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Registry
Square, Ltd., FHA Project No. 084-35237-L8-PM-SR, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Registry Square, Ltd. at
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.

The financial statements referred to above have been prepared assuming the
Partnership will continue as a going concern.  As discussed in Note I to the
financial statements, the Partnership has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. 
Management's plans in regard to these matters are also described in Note I.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>

                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           
                                           
                           INDEPENDENT AUDITOR'S REPORT
                                           



January 30, 1997



Partners      
Sencit-Lebanon Company       
Washington, D.C.


We have audited the accompanying statement of financial position of
Sencit-Lebanon Company, FHA Project No. 034-35094-PM, A Limited Partnership, as
of December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Sencit-Lebanon Company at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



January 29, 1997



Partners      
St. Nicholas Associates      
Washington, D.C.


We have audited the accompanying statement of financial position of St. Nicholas
Associates, FHA Project No. 012-57199-PM-EC-L8, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 St. Nicholas Associates at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           
                                           
                           INDEPENDENT AUDITOR'S REPORT
                                           



February 20, 1997



Partners
Tamarac Pines, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Tamarac
Pines, Ltd., FHA Project No. 114-35233-PM-L8, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Tamarac Pines, Ltd. at December
31, 1996, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940

                                           
                           INDEPENDENT AUDITOR'S REPORT
                                           



February 20, 1997



Partners
Tamarac Pines II, Ltd.
Washington, D.C.


We have audited the accompanying statement of financial position of Tamarac
Pines II, Ltd., FHA Project No. 114-35270-PM-L8, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity, and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Tamarac Pines II, Ltd. at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



February 15, 1997



Partners
Taunton Green Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Taunton
Green Associates, MHFA Project No. 79-096-R, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Taunton Green Associates at
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940

                                           
                           INDEPENDENT AUDITOR'S REPORT
                                           



February 3, 1997



Partners
Taunton II Associates
Washington, D.C.


We have audited the accompanying statement of financial position of Taunton II
Associates, MHFA Project No. 81-056-N, A Limited Partnership, as of December 31,
1996, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity (deficit), and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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 Taunton II Associates, A
Limited Partnership, at December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS
 
<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940
                                           

                           INDEPENDENT AUDITOR'S REPORT
                                           



March 22, 1997



Partners
The National Housing Partnership-II   
Washington, DC


We have audited the accompanying statement of financial position of The National
Housing Partnership-II, A 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 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 The National Housing
Partnership-II, A Limited Partnership, as of December 31, 1996, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>


                             J. A. PLUMER & CO., P.A.
                           CERTIFIED PUBLIC ACCOUNTANTS
                               4909 CORDELL AVENUE
                            BETHESDA, MARYLAND  20814
                                  (301) 986-5760
                                Fax (301) 986-4940

                                           
                           INDEPENDENT AUDITOR'S REPORT



                                           
February 25, 1997



Partners                                 Commissioner of Housing
Tompkins Terrace Associates               and Community Renewal
Washington, D.C.                          of the State of New York
                                         Bronx, New York


We have audited the accompanying comparative balance sheet of Tompkins Terrace
Associates, UDC Project No. 35, A Limited Partnership, as of December 31, 1996
and 1995 and the related summary and statement of income and expenses, analysis
of income sufficiency and statement of cash flows for the year ended December
31, 1996 included in the Certified Annual Financial and Operating Report to the
Commissioner of Housing and Community Renewal Executive Department of the State
of New York.  These 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 Tompkins Terrace Associates at
December 31, 1996 and 1995, and the results of its operations, its analysis of
income sufficiency and its cash flows for the year ended December 31, 1996 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern.  As discussed in Note K to the
financial statements, the Partnership has insufficient funds with which to pay
its current liabilities at December 31, 1996.  This condition raises substantial
doubt about the Partnership's ability to continue as a going concern.
Management's plan regarding this matter is described in Note K.  The financial
statements do not include any adjustments that might be necessary if the
Partnership is unable to continue as a going concern.

In accordance with Government Auditing Standards, we have also issued a report
dated February 25, 1997 on our consideration of Tompkins Terrace  Associates'
internal control structure and a report dated February 25, 1997 on its
compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The additional information on pages 14 through 29
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, the additional information is fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.


/s/ J. A. Plumer & Co., P. A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>


                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 30, 1997


Partners      
Waipahu Associates      
Washington, D.C.


We have audited the accompanying statement of financial position of Waipahu
Associates, FHA Project No. 140-35087-LDP-L8, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 Waipahu Associates at December
31, 1996, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           
                             INDEPENDENT AUDITOR'S REPORT
                                           


January 23, 1997


Partners      
Washington Chinatown Associates   
Washington, D.C.


We have audited the accompanying statement of financial position of Washington
Chinatown Associates, FHA Project No. 32023-PM-L8, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Washington Chinatown Associates
at December 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 12, 1997


Partners      
Windsor Apartments Associates     
Washington, DC



We have audited the accompanying statement of financial position of Windsor
Apartments Associates, FHA Project No. 032-44012-LD-WAH-SUP, A Limited
Partnership, as of December 31, 1996, and the related statements of profit and
loss (on HUD Form No. 92410), partners' equity (deficit), and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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 Windsor Apartments Associates
at December 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           


January 15, 1997


Partners      
Woodcrest Apartments, Ltd.   
Washington, DC


We have audited the accompanying statement of financial position of Woodcrest
Apartments, Ltd., FHA Project No. 133-44034-LD-SUP, A Limited Partnership, as of
December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards required 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 aspects, the financial position of Woodcrest Apartments, Ltd., A
Limited Partnership, at December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>
                               J. A. PLUMER & CO., P.A.
                             CERTIFIED PUBLIC ACCOUNTANTS
                                 4909 CORDELL AVENUE
                              BETHESDA, MARYLAND  20814
                                    (301) 986-5760
                                  Fax (301) 986-4940
                                           

                             INDEPENDENT AUDITOR'S REPORT
                                           



February 5, 1997


Partners
Worcester Episcopal Housing Company
Washington, D.C.


We have audited the accompanying statement of financial position of Worcester
Episcopal Housing Company, MHFA Project No. 71-216-N, A Limited Partnership, as
of December 31, 1996, and the related statements of profit and loss (on HUD Form
No. 92410), partners' equity (deficit), and cash flows for the year then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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 Worcester Episcopal Housing
Company, A Limited Partnership, at December 31, 1996, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/ J. A. Plumer & Co., P.A.

CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>

PRAGUE & RICHMOND, P.C
CERTIFIED PUBLIC ACCOUNTANTS

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

                                               Twenty Walnut Street, Suite 215
                                                Wellesley, Massachusetts 02181
                                             (617) 237-5555 FAX (617) 237-7779



                    INDEPENDENT AUDITOR'S REPORT



To the Partners of Crosland Housing Associates, L.P.


We have audited the accompanying balance sheet of Crosland Housing  
Associates, L.P., (a limited partnership), HUD Project No. 054-35480-PM-L8, 
for the Year Ended December 31, 1996, and the related statements of income 
and expense, changes in 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 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 Crosland Housing Associates, 
L.P., HUD Project No. 054-35480-PM-L8 as of December 31, 1996 and the results 
of its operations and its cash flows and its analysis of owners' equity for 
the year ended in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supporting information included in 
the report (shown on pages 12 to 17) are presented for the purposes of 
additional analysis and are not a required part of the basic financial 
statements of Crosland Housing Associates, L.P., HUD Project No. 
054-35480-PM-L8. Such information has been subjected to the auditing 
procedures applied in the audit of the basic financial statements and, in our 
opinion, is fairly stated in all material respects in relation to the 
financial statements taken as a whole.

This report is intended for management and the U.S. Department of Housing and 
Urban Development. This restriction is not intended to limit the distribution 
of this report, which is a matter of public record.


/s/ Andrew P. Prague, CPA


Prague & Richmond, P.C.
Certified Public Accountants
Wellesley, Massachusetts
January 16, 1997
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Beautiful Village Associates
Redevelopment Company

    We have audited the accompanying statement of financial position of 
Beautiful Village Associates Redevelopment Company, A Limited Partnership as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' deficit and cash flows for the year then ended.  
These financial statements are the responsibility of the partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Beautiful Village 
Associates Redevelopment Company, A Limited Partnership as of December 31, 
1996, and the results of its operations, the changes in partners' deficit and 
cash flows for the year then ended, in conformity with generally accepted 
accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole. 




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 29, 1997 on our consideration of Beautiful Village Associates 
Redevelopment Company's internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing and laws and regulations applicable to the financial statements.

                                             /s/ Reznick Fedder & Silverman

Bethesda, Maryland                           Federal Employer
January 29, 1997                             Identification Number:
                                               52-1088612


Audit Principal: Renee G. Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Branchwood Towers Limited Partnership

    We have audited the accompanying statement of financial position of 
Branchwood Towers Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

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

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

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
20 through 29 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.


<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated
Audit Guide for Audits of HUD Programs," we have also issued reports dated
January 23, 1997 on our consideration of Branchwood Towers Limited Partnership's
internal control structure and on its compliance with specific requirements
applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements. 

                                       /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer        
January 23, 1997                       Identification Number:
                                         52-1088612            

Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Brookview Apartments Company Limited

    We have audited the accompanying statement of financial position of 
Brookview Apartments Company Limited as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Brookview 
Apartments Company Limited as of December 31, 1996, 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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.     




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 30, 1997 on our consideration of Brookview Apartments Company 
Limited's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                          /s/ Reznick Fedder & Silverman

Bethesda, Maryland                        Federal Employer
January 30, 1997                           Identification Number:
                                           52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Citrus Park Associates, Ltd.

    We have audited the accompanying statement of financial position of 
Citrus Park Associates, Ltd. as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' deficit and 
cash flows for the year then ended. These financial statements are the 
responsibility of the partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Citrus Park 
Associates, Ltd. as of December 31, 1996, and the results of its operations, 
changes in partners' deficit and cash flows for the year then ended in 
conformity with generally accepted accounting principles.

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




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 30, 1997 on our consideration of Citrus Park Associates, Ltd.'s 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                          /s/ Reznick Fedder & Silverman

Bethesda, Maryland                        Federal Employer
January 30, 1997                           Identification Number:
                                           52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>


                                     [Letterhead]

                             INDEPENDENT AUDITORS' REPORT



To the Partners
Clover Ridge East Limited Partnership

    We have audited the accompanying statement of financial position of 
Clover Ridge East Limited Partnership, as of December 31, 1996, and the 
related statements of profit and loss, partners' deficit and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.  The financial statements of 
Clover Ridge East Limited Partnership as of December 31, 1995 were audited by 
other auditors, whose report dated February 22, 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 financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audit provides a 
reasonable basis for our opinion.

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


                              /s/ Reznick Fedder & Silverman


Bethesda, Maryland
February 21, 1997


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Colony Apartments Company Limited

    We have audited the accompanying statement of financial position of 
Colony Apartments Company Limited, A Limited Partnership, as of December 31, 
1996, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' equity and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Colony Apartments 
Company Limited, A Limited Partnership as of December 31, 1996, 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
17 through 27 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.




<PAGE>


    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 20, 1997 on our consideration of Colony Apartments Company Limited's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.
 
                                              /s/ Reznick Fedder & Silverman

Bethesda, Maryland                            Federal Employer
January 20, 1997                                Identification Number:
                                                52-1088612


Audit Principal:  Renee G. Scruggs


<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Community Circle II Limited

    We have audited the accompanying statement of financial position of 
Community Circle II Limited, A Limited Partnership as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Community Circle 
II Limited, A Limited Partnership as of December 31, 1996, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended, in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information shown on 
pages 18 through 26 is presented for purposes of additional analysis and is 
not a required part of the basic financial statements.  Such information has 
been subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole. 






<PAGE>

    In accordance with Government Auditing Standards, and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 30, 1997 on our consideration of Community Circle II Limited's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements. 

                                                 /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                    Federal Employer
January 30, 1997                                       Identification Number:
                                                       52-1088612


Audit Principal:  Renee G. Scruggs

<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Copperstone Circle Limited Partnership

    We have audited the accompanying balance sheet of Copperstone Circle 
Limited Partnership as of December 31, 1996, and the related statements of 
operations, partners' deficit and cash flows for the year then ended.  These 
financial statements are the responsibility of the partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards.  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 Copperstone 
Circle Limited Partnership as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended, in conformity with generally accepted accounting principles.

Bethesda, Maryland                        /s/ Reznick Fedder & Silverman
March 6, 1997




<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Copperstone Limited Partnership

    We have audited the accompanying statement of financial position of 
Copperstone Limited Partnership as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

    As described in note A, the partnership's financial statements have been 
prepared on the basis of accounting and reporting practices prescribed by the 
Department of Housing and Urban Development (HUD). These prescribed 
prescribed practices are a comprehensive basis of accounting other than 
generally accepted accounting principles.

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Copperstone 
Limited Partnership as of December 31, 1996, and the results of its 
operations, changes in partners' equity and cash flows for the year then 
ended, on the basis of accounting described in note A.

    During 1996, the partnership entered into an agreement to sell the project.
As of the date of this report the sale has not been finalized.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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.


<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 27, 1997 on our consideration of Copperstone Limited Partnership's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements. 

         This report is intended solely for filing with HUD and is note 
intended for any other purposes.

                                         /s/ Reznick Fedder & Silverman

Bethesda, Maryland                        Federal Employer
January 27, 1997                            Identification Number:
                                            52-1088612


Audit Principal:  Renee G. Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Country Lakes Associates Two, 
  A Limited Partnership


    We have audited the accompanying statement of financial position of 
Country Lakes Associates Two, A Limited Partnership as of December 31, 1996, 
and the related statements of profit and loss, partners' deficit and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards. 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 Country Lakes 
Associates Two, A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

Bethesda, Maryland                         /s/ Reznick Fedder & Silverman
February 6, 1997




<PAGE>
 

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Diakonia Associates Limited Partnership

    We have audited the accompanying statement of financial position of 
Diakonia Associates Limited Partnership, R.I.H.M.F.C. Project No.: 
RI43-H023-022, as of June 30, 1996, and the related statements of profit and 
loss (on HUD Form No. 92410), partners' equity and cash flows for the year 
then ended.  These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Diakonia 
Associates Limited Partnership, R.I.H.M.F.C. Project No.: RI43-H023-022, as 
of June 30, 1996, and the results of its operations and its cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

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




<PAGE> 

    In accordance with Government Auditing Standards, we have also issued 
reports dated August 13, 1996 on our consideration of Diakonia Associates 
Limited Partnership's internal control structure and on its compliance with 
specific requirements applicable to major RIHMFC-assisted programs, 
affirmative fair housing, and laws and regulations applicable to the 
financial statements. 

Bethesda, Maryland                         /s/ Reznick Fedder & Silverman
August 13, 1996         
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
East Hampton Limited Partnership

    We have audited the accompanying statement of financial position of East 
Hampton Limited Partnership as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' deficit and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 East Hampton 
Limited Partnership, as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 28 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. 



<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 7, 1997 on our consideration of East Hampton Limited Partnership's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                                /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                    Federal Employer
February 7, 1997                                        Identification Number:
                                                        52-1088612


Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Easton Terrace I Associates

    We have audited the accompanying statement of financial position of 
Easton Terrace I Associates, A Limited Partnership as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Easton Terrace I 
Associates, A Limited Partnership as of December 31, 1996, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended, in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 28 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.     




<PAGE>


    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 15, 1997 on our consideration of Easton Terrace I Associates' 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 15, 1997                              Identification Number:
                                              52-1088612



Audit Principal:  Renee G. Scruggs

<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Eastridge Apartments,
  A Limited Partnership

    We have audited the accompanying statement of financial position of 
Eastridge Apartments, A Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Eastridge 
Apartments, A Limited Partnership as of December 31, 1996, 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.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, one of the partnership's housing assistance payment 
contracts with the Federal Housing Administration expires during 1997 which 
raises substantial doubt about the partnership's ability to continue as a 
going concern.  Management's plans in regard to this matter are also 
described in note B.  The financial statements do not include any adjustments 
that might result from the outcome of this uncertainty.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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.




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 17, 1997 on our consideration of Eastridge Apartments, A Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                                /s/ Reznick Fedder & Silverman


Bethesda,Maryland                                     Federal Employer
January 17, 1997                                       Identification Number:
                                                       52-1088612


Audit Principal:  Renee G. Scruggs

<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Eastridge Apartments Associates

    We have audited the accompanying balance sheet of Eastridge Apartments 
Associates, A Limited Partnership, as of December 31, 1996, and the related 
statements of operations, partners' deficit and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards.  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 Eastridge 
Apartments Associates as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, the partnership's major asset is an investment in a 
Local Partnership.  That entity has a contract for rental subsidies 
representing a significant portion of its revenue, which is due to expire 
during 1997. Accordingly, the partnership may not be able to realize the 
carrying value of its investment in the Local Partnership, which raises 
substantial doubt about the partnership's ability to continue as a going 
concern.  Management's plans in regard to this matter are also described in 
note B.  The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.

Bethesda, Maryland                      /s/ Reznick Fedder & Silverman
March 3, 1997

<PAGE>



                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Edgewood II Associates 

    We have audited the accompanying statement of financial position of 
Edgewood II Associates, as of December 31, 1996, and the related statements 
of profit and loss (on HUD Form No. 92410), partners' deficit and cash flows 
for the year then ended. These financial statements are the responsibility of 
the partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Edgewood II 
Associates as of December 31, 1996, and the results of its operations, 
changes in partners' deficit and cash flows for the year then ended in 
conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 28 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.     












<PAGE>

    In accordance with Government Auditing Standards  and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 23, 1997 on our consideration of Edgewood II Associates' internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                             Federal Employer
January 23, 1997                                Identification Number:
                                                52-1088612

Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Emory Grove Associates Limited Partnership

    We have audited the accompanying balance sheet of Emory Grove Associates 
Limited Partnership as of December 31, 1996, and the related statements of 
operations, partners' deficit and cash flows for the year then ended.  These 
financial statements are the responsibility of the partnership's management. 
Our responsibility is to express an opinion on these financial statements 
based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards.  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 Emory Grove 
Associates Limited Partnership as of December 31, 1996, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern. As disclosed in note B, the 
partnership is in default on its deferred acquisition notes payable, which 
raises substantial doubt about the partnership's ability to continue as a 
going concern. Management's plans in regard to this matter are also described 
in note B. The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.



Bethesda, Maryland                        /s/ Reznick Fedder & Silverman
March 4, 1997


<PAGE>
 
                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Emory Grove Limited Partnership

    We have audited the accompanying statement of financial position of Emory 
Grove Limited Partnership as of December 31, 1996, and the related statements 
of profit and loss (on HUD Form No. 92410), partners' equity and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Emory Grove 
Limited Partnership as of December 31, 1996, 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 basic 
financial statements taken as a whole. The supplemental information on pages 
19 through 27 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.




<PAGE>
 
    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 7, 1997 on our consideration of Emory Grove Limited Partnership's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                           /s/ Reznick Fedder & Silverman

Bethesda, Maryland                        Federal Employer
February 7, 1997                            Identification Number:
                                            52-1088612

Audit Principal:  Bill D. Tzamaras


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Fairburn and Gordon Associates, Phase I

    We have audited the accompanying statement of financial position of 
Fairburn and Gordon Associates, Phase I, as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Fairburn and 
Gordon Associates, Phase I,  as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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. 


<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 23, 1997 on our consideration of Fairburn and Gordon Associates, 
Phase I's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                        /s/ Reznick Fedder & Silverman

Bethesda, Maryland                      Federal Employer
January 23, 1997                         Identification Number:
                                         52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>



                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Fairburn and Gordon Associates, Phase II

    We have audited the accompanying statement of financial position of 
Fairburn and Gordon Associates, Phase II as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Fairburn and 
Gordon Associates, Phase II as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 27 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.     





<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 23, 1997 on our consideration of Fairburn and Gordon Associates, 
Phase II's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                   /s/ Reznick Fedder & Silverman

Bethesda, Maryland                Federal Employer
January 23, 1997                  Identification Number:
                                  52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
First Alexandria Associates

     We have audited the accompanying statement of financial position of 
First Alexandria Associates, A Limited Partnership as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended. These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 First Alexandria 
Associates, A Limited Partnership at December 31, 1996, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 29 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information, except 
for that portion marked "unaudited," on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.      




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 15, 1997 on our consideration of First Alexandria Associates' 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements. 

                                          /s/ Reznick Fedder & Silverman

Bethesda, Maryland                       Federal Employer
January 15, 1997                          Identification Number:
                                          52-1088612



Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Flatbush NSA Associates


    We have audited the accompanying statement of financial position of 
Flatbush NSA Associates, A Limited Partnership as of December 31, 1996, and 
the related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended. These financial statements are 
the responsibility of the partnership's management. Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

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

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.


<PAGE>

     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 24, 1997 on our consideration of Flatbush NSA Associates' internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements. 

                                        /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
January 24, 1997                       Identification Number:
                                         52-1088612

Audit Principal:   Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Franklin Square School Associates

     We have audited the accompanying statement of financial position of 
Franklin Square School Associates, A Limited Partnership as of December 31, 
1996, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended. These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Franklin Square 
School Associates, A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.


<PAGE>

     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 23, 1997 on our consideration of Franklin Square School Associates' 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
January 23, 1997                       Identification Number:
                                         52-1088612

Audit Principal:  Renee G. Scruggs

<PAGE>

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

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



                             INDEPENDENT AUDITORS' REPORT

Partners                               HUD Field Office Director
Gates Mill I Limited Partnership       The Renaissance on Playhouse Square #500
Washington, D.C.                       Cleveland, Ohio 44115-1815

We have audited the accompanying statement of financial position of Gates Mills
I Limited Partnership, An Ohio Limited Partnership, F.H.A. Project No.:
042-44062-LDP, as of December 31, 1996, and the related statements of profit and
loss (on HUD Form No.92410), partners' deficit and cash flows for the year then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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

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

In accordance with Government Auditing Standards, and the " Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 23,
1997, on our consideration of Gates Mills I Limited Partnership's internal
control structure and on its compliance with specific requirements applicable to
major HUD Programs, affirmative fair housing, and laws and regulations
applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                  Federal Employer
January 23, 1997                    Identification Number
Lead Auditor: David H. Lavine       52-1088612



<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Grosvenor House Associates
  Limited Partnership

     We have audited the accompanying statement of financial position of 
Grosvenor House Associates Limited Partnership, A Limited Partnership, as of 
December 31, 1996, and the related statements of profit and loss, partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Grosvenor House 
Associates Limited Partnership, A Limited Partnership,  as of December 31, 
1996, and the results of its operations, changes in partners' deficit and 
cash flows for the year then ended, in conformity with generally accepted 
accounting principles.

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



<PAGE>

     In accordance with Government Auditing Standards, we have also issued 
reports dated January 22, 1997 on our consideration of Grosvenor House 
Associates Limited Partnership's internal control structure and on its 
compliance with laws and regulations applicable to the financial statements. 

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland
January 22, 1997




<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Intown West Associates Limited Partnership


     We have audited the accompanying statement of financial position of 
Intown West Associates Limited Partnership, A Limited Partnership as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), partners' deficit and cash flows for the year then ended. These 
financial statements are the responsibility of the partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Intown West 
Associates Limited Partnership, A Limited Partnership as of December 31, 
1996, and the results of its operations, changes in partners' deficit and 
cash flows for the year then ended, in conformity with generally accepted 
accounting principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
20 through 30 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.




<PAGE>
 
     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 1, 1997 on our consideration of Intown West Associates Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                        Federal Employer
February 1, 1997                            Identification Number:
                                            52-1088612


Audit Principal:   Renee G. Scruggs


<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Laing Village

     We have audited the accompanying statement of financial position of 
Laing Village as of December 31, 1996, and the related statements of profit 
and loss (on HUD Form No. 92410), partners' deficit and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Laing Village as 
of December 31, 1996, and the results of its operations, changes in partners' 
deficit and cash flows for the year then ended in conformity with generally 
accepted accounting principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental  information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.





<PAGE>
 
     In accordance with Government Auditing Standards, and the "Consolidated 
Audit Guide for audits of HUD Programs," we have also issued reports dated 
January 31, 1997 on our consideration of Laing Village's internal control 
structure and on its compliance with specific requirements applicable to 
major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                           Federal Employer
January 31, 1997                              Identification Number:
                                              52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lake Avenue Associates

     We have audited the accompanying statement of financial position of Lake 
Avenue Associates as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' deficit and cash flows for 
the year then ended. These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Lake Avenue 
Associates as of December 31, 1996, and the results of its operations, the 
changes in partners' deficit and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
20 through 27 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.





<PAGE>

     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 12, 1997 on our consideration of Lake Avenue Associates' internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements. 

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                    Federal Employer
February 12, 1997                                      Identification Number:
                                                       52-1088612


Audit Principal:  Renee G. Scruggs

<PAGE>
                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lake Crossing Limited Partnership,
  A Limited Partnership

     We have audited the accompanying statement of financial position of Lake 
Crossing Limited Partnership, A Limited Partnership as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended. These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Lake Crossing 
Limited Partnership, A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and  cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.




<PAGE>

     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 5, 1997 on our consideration of Lake Crossing Limited Partnership, A 
Limited Partnership's internal control structure and on its compliance with 
specific requirements applicable to major HUD programs, affirmative fair 
housing, and laws and regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                      Federal Employer
February 5, 1997                        Identification Number:
                                          52-1088612



Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lakehaven Associates One

     We have audited the accompanying statement of financial position of 
Lakehaven Associates One, A Limited Partnership as of December 31, 1996, and 
the related statements of operations, partners' deficit and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards. 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 Lakehaven 
Associates One, A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

     The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B, 
principal and accrued interest on the mortgage note are due in full June 
1997, which raises substantial doubt about the partnership's ability to 
continue as a going concern.  Management's plans in regard to this matter are 
also described in note B.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland
January 25, 1997



<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Lakehaven Associates Two

     We have audited the accompanying statement of financial position of 
Lakehaven Associates Two, A Limited Partnership as of December 31, 1996, and 
the related statements of operations, partners' deficit and cash flows for 
the year then ended. These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards.  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 Lakehaven 
Associates Two, A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland
January 30, 1997





<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Linden Court Associates

    We have audited the accompanying statement of financial position of 
Linden Court Associates as of December 31, 1996, and the related statements 
of profit and loss (on HUD Form No. 92410), partners' equity and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Linden Court 
Associates as of December 31, 1996, 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 25 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.





<PAGE>


    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 6, 1997 on our consideration of Linden Court Associates' internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                         Federal Employer           
February 6, 1997                            Identification Number     
                                            52-1088612                



Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Loudoun House Limited Partnership

    We have audited the accompanying statement of financial position of 
Loudoun House Limited Partnership, A Limited Partnership as of December 31, 
1996, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Loudoun House 
Limited Partnership, A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 28 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.





<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 17, 1997 on our consideration of Loudoun House Limited Partnership's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements. 

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 17, 1997                             Identification Number:
                                             52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Monaco Arms Associates I

    We have audited the accompanying statement of financial position of 
Monaco Arms Associates I as of December 31, 1996, and the related statements 
of profit and loss (on HUD Form No. 92410), partners' deficit and cash flows 
for the year then ended.  These financial statements are the responsibility 
of the partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Monaco Arms 
Associates I as of December 31, 1996, and the results of its operations, 
changes in partners' deficit and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, the deferred acquisition note payable matures in 
October, 1997 and one of the partnership's Housing Assistance Payment 
contracts with the U.S. Department of Housing and Urban Development (HUD) 
expires during 1997, both of which raise substantial doubt about the 
partnership's ability to continue as a going concern.  Management's plans in 
regard to these matters are also described in note B.  The financial 
statements do not include any adjustments that might result from the outcome 
of these uncertainties.




<PAGE>


    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 26 is presented for the purposes of additional analysis and is not 
a required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 28, 1997 on our consideration of Monaco Arms Associates I's internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements. 

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 28, 1997                             Identification Number:
                                             52-1088612            


Audit Principal:  Renee G. Scruggs
<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Monaco Arms Associates II


    We have audited the accompanying statement of financial position of 
Monaco Arms Associates II, A Limited Partnership as of December 31, 1996, and 
the related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Monaco Arms 
Associates II, A Limited Partnership as of December 31, 1996, and the results 
of its operations, changes in partners' deficit and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B to 
the financial statements, the deferred acquisition note payable matures in 
October 1997 and the Partnership's Housing Assistance Payment contract with 
the U.S. Department of Housing and Urban Development (HUD) expires during 
1997, both of which raise substantial doubt about the partnership's ability 
to continue as a going concern.  Management's plans in regard to these 
matters are also described in note B.  The financial statements do not 
include any adjustments that might result from the outcome of these 
uncertainties.





<PAGE>

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental  information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a  whole.

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 28, 1997 on our consideration of Monaco Arms Associates II's  
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                    Federal Employer 
January 28, 1997                                       Identification Number:
                                                       52-1088612


Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Muske Limited Partnership

    We have audited the accompanying statement of financial position of Muske 
Limited Partnership, A Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Muske Limited 
Partnership, A Limited Partnership as of December 31, 1996, and the results 
of its operations, changes in partners' deficit and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As discussed in note B, 
the partnership is in default on its deferred acquisition note payable, which 
raises substantial doubt about the partnership's ability to continue as a 
going concern.  Management's plans in regard to this matter are also 
described in note B.  The financial statements do not include any adjustments 
that might result from the outcome of this uncertainty.

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




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 7, 1997 on our consideration of Muske Limited Partnership's internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                            Federal Employer
February 7, 1997                               Identification Number:
                                               52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Natick Associates

    We have audited the accompanying statement of financial position of 
Natick Associates as of November 30, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), partners' equity and cash flows for 
the year then ended.  These financial statements are the responsibility of 
the partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Natick Associates 
as of November 30, 1996, 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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.



<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 10, 1997 on our consideration of Natick Associates' internal control 
structure and on its compliance with specific requirements applicable to 
major Rhode Island Housing and Mortgage Finance Corporation programs, 
affirmative fair housing, and laws and regulations applicable to the 
financial statements. 

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland
January 10, 1997
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Oakcrest Terrace Apartments

    We have audited the accompanying statement of financial position of 
Oakcrest Terrace Apartments, A Limited Partnership (Debtor-in-Possession) as 
of December 31, 1996, and the related statements of profit and loss (on HUD 
Form No. 92410), partners' deficit and cash flows for the year then ended. 
These financial statements are the responsibility of the partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Oakcrest Terrace 
Apartments, A Limited Partnership (Debtor-in-Possession) as of December 31, 
1996, and the results of its operations, changes in partners' deficit and 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.

    On February 7, 1997, the partnership gave the deed of trust on the 
property to the mortgagor in lieu of foreclosure.



<PAGE>


    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 10, 1997 on our consideration of Oakcrest Terrace Apartments' 
internal control structure and on its compliance with specific requirements 
applicable to nonmajor HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
February 10, 1997                           Identification Number:
                                              52-1088612

Audit Principal:  Renee G. Scruggs


<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Oakland City/West End Associates, Ltd.

    We have audited the accompanying statement of financial position of 
Oakland City/West End Associates, Ltd. as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Oakland City/West 
End Associates, Ltd. as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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. 



<PAGE>


    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 31, 1997 on our consideration of Oakland City/West End Associates, 
Ltd.'s internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 31, 1997                              Identification Number:
                                              52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Oakwood Limited Partnership

    We have audited the accompanying statement of financial position of 
Oakwood Limited Partnership, A Limited Partnership as of December 31, 1996, 
and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Limited 
Partnership, A Limited Partnership as of December 31, 1995, and the results 
of its operations, changes in partners' deficit and cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern.  As disclosed in note B, 
the partnership is in default on its deferred acquisition note payable, which 
raises substantial doubt about the partnership's ability to continue as a 
going concern.  Management's plans in regard to this matter are also 
described in note B.  The financial statements do not include any adjustments 
that might result from the outcome of this uncertainty.



<PAGE>

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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.

    In accordance with Government Auditing Standards, and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 8, 1997 on our consideration of Oakwood Limited Partnership's 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                            Federal Employer
February 8, 1997                              Identification Number:
                                              52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Oakwood Muskegon Associates

    We have audited the accompanying balance sheet of Oakwood Muskegon 
Associates as of December 31, 1996, and the related statements of operations, 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards.  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 Muskegon 
Associates as of December 31, 1996, and the results of its operations, 
changes in partners' deficit and cash flows for the year then ended, in 
conformity with generally accepted accounting principles.

    The accompanying financial statements have been prepared assuming that 
the partnership will continue as a going concern. As disclosed in note B to 
the financial statements, the partnership's major asset is an investment in 
the local partnerships. The entities are in default on their deferred 
acquisition notes payable at December 31, 1996. Accordingly, the partnership 
may not be able to realize the carrying value of its investment in the local 
partnerships, which raises substantial doubt about the partnership's ability 
to continue as a going concern. Management's plans in regard to this matter 
are also described in note B. The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland
March 3, 1997



<PAGE>



                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Orangeburg Manor

    We have audited the accompanying statement of financial position of 
Orangeburg Manor, A Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Orangeburg Manor, 
A Limited Partnership as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
17 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.



<PAGE>


    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 20, 1997 on our consideration of Orangeburg Manor's internal control 
structure and on its compliance with specific requirements applicable to 
major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                       Federal Employer 
January 20, 1997                          Identification Number:
                                          52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Parkview Associates, A Limited Partnership

     We have audited the accompanying statement of financial position of 
Parkview Associates, A Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

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

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

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 27 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information, except 
for the portion marked "unaudited," on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.




<PAGE>
 
     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 29, 1997 on our consideration of Parkview Associates, a Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                 Federal Employer
January 29, 1997                    Identification Number:
                                    52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Pleasant Valley Apartments, Ltd.

     We have audited the accompanying statement of financial position of 
Pleasant Valley Apartments, Ltd.,  as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' deficit and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Pleasant Valley 
Apartments, Ltd.,  as of December 31, 1996, and the results of its 
operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 27 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.      



<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 17, 1997 on our consideration of Pleasant Valley Apartments, Ltd. 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                      Federal Employer
January 17, 1997                         Identification Number:
                                         52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Queenstown Apartments Limited Partnership

     We have audited the accompanying statement of financial position of 
Queenstown Apartments Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

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

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

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
19 through 28 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information, except 
for that portion marked "unaudited," on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated, in all material 
respects, in relation to the basic financial statements taken as a whole.





<PAGE>

     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 7, 1997 on our consideration of Queenstown Apartments Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                 Federal Employer
February 7, 1997                    Identification Number:
                                    52-1088612

Audit Principal: Bill D. Tzamaras
<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Ruscombe Gardens Limited Partnership

     We have audited the accompanying statement of financial position of 
Ruscombe Gardens Limited Partnership, A Limited Partnership as of December 
31, 1996, and the related statements of profit and loss (on HUD Form No. 
92410), partners' deficit and cash flows for the year then ended. These 
financial statements are the responsibility of the partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Ruscombe Gardens 
Limited Partnership, A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended, in conformity with generally accepted accounting 
principles.

     Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 33 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information, except 
for that portion marked "unaudited," on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.




<PAGE>

     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 31, 1997 on our consideration of Ruscombe Gardens Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to CDA programs, affirmative fair housing, and laws 
and regulations applicable to the financial statements. 

                                               /s/ Reznick Fedder & Silverman

Bethesda, Maryland                                  Federal Employer
January 31, 1997                                      Identification number:
                                                      52-1088612

Audit Principal: Renee G. Scruggs

 
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Sandy Springs Associates, Ltd.

     We have audited the accompanying statement of financial position of 
Sandy Springs Associates, Ltd., A Limited Partnership as of December 31, 
1996, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended. These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Sandy Springs 
Associates, Ltd., A Limited Partnership as of December 31, 1996, and the 
results of its operations, changes in partners' deficit and cash flows for 
the year then ended in conformity with generally accepted accounting 
principles.

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



<PAGE>

     In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 23, 1997, on our consideration of Sandy Springs Associates, Ltd.'s 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.


                                        /s/ Reznick Fedder & Silverman

Bethesda, Maryland                      Federal Employer
January 23, 1997                        Identification Number:
                                        52-1088612


Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Sencit-Jacksonville Company, Ltd.

    We have audited the accompanying statement of financial position of 
Sencit-Jacksonville Company, Ltd., A Limited Partnership as of December 31, 
1996, and the related statements of profit and loss (on HUD Form No. 92410), 
partners' deficit and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 
Sencit-Jacksonville Company, Ltd., A Limited Partnership as of December 31, 
1996, and the results of its operations, changes in partners' deficit and 
cash flows for the year then ended, in conformity with generally accepted 
accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The supplemental information on pages 
18 through 27 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information, except for 
the portion marked "unaudited," on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole. 


<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 20, 1997, on our consideration of Sencit-Jacksonville Company, Ltd.'s 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.


                                       /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
January 20, 1997                       Identification Number:
                                       52-1088612

Audit Principal: Renee Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Tiffany Rehab Associates

    We have audited the accompanying statement of financial position of 
Tiffany Rehab Associates, a Limited Partnership as of December 31, 1996, and 
the related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Tiffany Rehab 
Associates, a Limited Partnership as of December 31, 1996, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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. 


<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 17, 1997 on our consideration of Tiffany Rehab Associates' internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements.


                                       /s/ Reznick Fedder & Silverman

Bethesda, Maryland                     Federal Employer
January 17, 1997                       Identification Number:
                                         52-1088612

Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Twin Towers Associates, A Limited Partnership

    We have audited the accompanying statement of financial position of Twin 
Towers Associates, A Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Twin Towers 
Associates, A Limited Partnership as of December 31, 1996, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 5, 1997 on our consideration of Twin Towers Associates, A Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
February 5, 1997                            Identification Number:
                                              52-1088612

Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Tyee Associates Limited Partnership

    We have audited the accompanying statement of financial position of Tyee 
Associates Limited Partnership as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Tyee Associates 
Limited Partnership as of December 31, 1996, 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 27 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.



<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 17, 1997 on our consideration of Tyee Associates Limited 
Partnership's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements. 


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 17, 1997                            Identification Number:
                                              52-1088612

Audit Principal:  Renee G. Scruggs
<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Urbanization Maria Lopez Housing Company

    We have audited the accompanying statement of financial position of
Urbanizacion Maria Lopez Housing Company, a Limited Partnership as of December
31, 1996, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Urbanizacion Maria Lopez
Housing Company, a Limited Partnership as of December 31, 1996, 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 basic
financial statements taken as a whole.  The supplemental information on pages 17
through 27 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.





<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated
Audit Guide for Audits of HUD Programs," we have also issued reports dated
January 22, 1997 on our consideration of Urbanizacion Maria Lopez Housing
Company's internal control structure and on its compliance with specific
requirements applicable to major HUD programs, affirmative fair housing, and
laws and regulations applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 22, 1997                              Identification Number:
                                              52-1088612



Audit Principal:  Renee G. Scruggs

<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Village Green Apartments Company Limited

    We have audited the accompanying statement of financial position of 
Village Green Apartments Company Limited as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Village Green 
Apartments Company Limited as of December 31, 1996, 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 basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 28 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information, except for 
the portion marked "unaudited" on which we express no opinion, has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.





<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 18, 1997 on our consideration of Village Green Apartments Company 
Limited's internal control structure and on its compliance with specific 
requirements applicable to major HUD programs, affirmative fair housing, and 
laws and regulations applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 18, 1997                              Identification Number:
                                              52-1088612


Audit Principal:  Renee G. Scruggs

<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Vineville Towers Associates, Ltd.

    We have audited the accompanying statement of financial position of 
Vineville Towers Associates, Ltd., as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' deficit and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Vineville Towers 
Associates, Ltd., as of December 31, 1996, and the results of its operations, 
changes in partners' deficit and cash flows for the year then ended in 
conformity with generally accepted accounting principles.

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





<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 24, 1997 on our consideration of Vineville Towers Associates, Ltd.'s 
internal control structure and on its compliance with specific requirements 
applicable to major HUD programs, affirmative fair housing, and laws and 
regulations applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 24, 1997                              Identification Number:
                                              52-1088612


Audit Principal:  Renee G. Scruggs

<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Westgate Apartments

    We have audited the accompanying statement of financial position of 
Westgate Apartments, A Limited Partnership as of December 31, 1996, and the 
related statements of profit and loss (on HUD Form No. 92410), partners' 
deficit and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States. 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 Westgate 
Apartments, A Limited Partnership as of December 31, 1996, and the results of 
its operations, changes in partners' deficit and cash flows for the year then 
ended in conformity with generally accepted accounting principles.

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
18 through 26 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements. Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole. 




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
February 3, 1997 on our consideration of Westgate Apartments' internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
February 3, 1997                            Identification Number:
                                              52-1088612

Audit Principal:  Renee G. Scruggs
<PAGE>



                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Westminster Associates

    We have audited the accompanying statement of financial position of 
Westminster Associates, A Limited Partnership as of December 31, 1996, and 
the related statements of profit and loss (on HUD Form No.  92410), partners' 
equity and cash flows for the year then ended.  These financial statements 
are the responsibility of the partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing 
standards.  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 Westminster 
Associates, A Limited Partnership as of December 31, 1996, 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 basic 
financial statements  taken as a whole.  The supplemental information on 
pages 18 to 25 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole. 




<PAGE>

    In accordance with Government Auditing Standards and the "Consolidated 
Audit Guide for Audits of HUD Programs," we have also issued reports dated 
January 24, 1997 on our consideration of Westminster Associates' internal 
control structure and on its compliance with specific requirements applicable 
to major HUD programs, affirmative fair housing, and laws and regulations 
applicable to these financial statements. 


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 24, 1997                              Identification Number:
                                              52-1088612          

Audit Principal: Renee G. Scruggs


<PAGE>


                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Wollaston Manor Associates

    We have audited the accompanying statement of financial position of 
Wollaston Manor Associates as of December 31, 1996, and the related 
statements of profit and loss (on HUD Form No. 92410), partners' equity and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

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

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

    Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental information on pages 
19 through 42 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  Such information has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.

<PAGE>

    In accordance with Government Auditing Standards and the 
"Consolidated Audit Guide for Audits of HUD Programs," we have also issued 
reports dated January 31, 1997 on our consideration of Wollaston Manor 
Associates' internal control structure and on its compliance with specific 
requirements applicable to nonmajor HUD programs, affirmative fair housing, 
and laws and regulations applicable to the financial statements.


                                            /s/ Reznick Fedder & Silverman

Bethesda, Maryland                          Federal Employer
January 31, 1997                              Identification Number:
                                              52-1088612



Audit Principal:  Renee G. Scruggs
<PAGE>

                        Reznick Fedder & Silverman
            Certified Public Accountants - Business Consultants
                         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
Woodside Village Limited Partnership

    We have audited the accompanying statement of financial position of
Woodside Village Limited Partnership as of December 31, 1996, and the related
statements of profit and loss (on HUD Form No. 92410), partners' equity and cash
flows for the year then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Woodside Village Limited
Partnership as of December 31, 1996, 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 basic
financial statements taken as a whole.  The supplemental information on pages 19
through 28 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.

<PAGE>
    In accordance with Government Auditing Standards and the "Consolidated
Audit Guide for Audits of HUD Programs," we have also issued reports dated
January 16, 1997 on our consideration of Woodside Village Limited Partnership's
internal control structure and on its compliance with specific requirements
applicable to major HUD programs, affirmative fair housing, and laws and
regulations applicable to the financial statements.
    

                                       /s/ Reznick Fedder & Silverman


Bethesda, Maryland                     Federal Employer            
January 16, 1997                         Identification Number:
                                         52-1088612                 


Audit Principal:  Renee G. Scruggs
<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT




To the Partners of
2900 Van Ness Associates
Vienna, Virginia


We have audited the accompanying balance sheet of 2900 Van Ness Associates (a 
District of Columbia Limited Partnership) as of December 31, 1996, and the 
related statements of income, 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 2900 Van Ness Associates as 
of December 31, 1996, and the results of its operations, changes in partners' 
capital, and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

/s/ Robert Ercolini & Company, LLP

Boston, Massachusetts
February 12, 1997
 
<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
7400 Roosevelt Investors
Vienna, Virginia


We have audited the accompanying balance sheet of 7400 Roosevelt Investors (a 
Pennsylvania Limited Partnership) as of December 31, 1996, and the related 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of 7400 Roosevelt Investors as 
of December 31, 1996, and the results of its operations, changes in partners' 
capital, and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 7, 1997 

<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Connecticut Colony Associates Limited Partnership
Vienna, Virginia


We have audited the accompanying balance sheet of Connecticut Colony 
Associates Limited Partnership as of December 31, 1996, and the related 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

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

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 9, the 
Letter of Credit that secures payments of principal and interest on the Bonds 
issued to finance the Project expires on April 15, 1997.  Accordingly, the 
Partnership's mortgage note, although by its terms is due April 1, 2008, must 
be repaid upon expiration of the Letter of Credit, unless alternate security, 
as defined, is provided to the Bond Trustee.  This condition raises 
substantial doubt about the Partnership's ability to continue as a going 
concern. Management's plans regarding this matter are also described in Note 
9.  The financial statements do not include any adjustments that might result 
from the outcome of this uncertainty.

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 22, 1997

<PAGE>


                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Fairfax Associates Limited Partnership
Vienna, Virginia


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

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

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

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
March 3, 1997

<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Greater Hartford Associates Limited Partnership
Vienna, Virginia


We have audited the accompanying consolidated balance sheet of Greater 
Hartford Associates Limited Partnership and Connecticut Colony Associates 
Limited Partnership as of December 31, 1996, and the related consolidated 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These consolidated financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

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

The accompanying financial statements have been prepared assuming that the 
partnerships will continue as going concerns.  As discussed in Note 10, the 
Letter of Credit that secures payments of principal and interest on the Bonds 
issued to finance Connecticut Colony Associates Limited Partnership's 
Property expires on April 15, 1997.  Accordingly, Connecticut Colony 
Associates Limited Partnership's mortgage note, although by its terms is due 
April 1, 2008, must be repaid upon expiration of the Letter of Credit, unless 
alternate security, as defined, is provided to the Bond Trustee.  This 
condition raises substantial doubt about the ability of the partnerships to 
continue as going concerns. Management's plans regarding this matter are also 
described in Note 10.  The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 22, 1997 

<PAGE>


                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Ivanhoe Associates Limited Partnership
Vienna, Virginia

We have audited the accompanying consolidated balance sheet of Ivanhoe 
Associates Limited Partnership and Monroeville Development Corporation as of 
December 31, 1996, and the related consolidated statements of operations, 
partners' capital, and cash flows for the year then ended.  These 
consolidated financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these consolidated 
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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
 We believe that our audit provides a reasonable basis for our opinion.

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

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 3, 1997
  (March 17, 1997
    as to Note 5)
 
<PAGE>


                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Norco Associates
Vienna, Virginia

We have audited the accompanying balance sheet of Norco Associates (a 
Pennsylvania General Partnership) as of December 31, 1996, and the related 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

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

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
January 28, 1997
 
<PAGE>


                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Ridge Carlton Associates Limited Partnership
Vienna, Virginia

We have audited the accompanying consolidated balance sheet of Ridge Carlton 
Associates Limited Partnership and Norco Associates as of December 31, 1996, 
and the related consolidated statements of operations, partners' capital, and 
cash flows for the year then ended.  These consolidated financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

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

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
January 28, 1997

<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
River Loft Apartments Limited Partnership
Vienna, Virginia

We have audited the accompanying balance sheet of River Loft Apartments 
Limited Partnership as of December 31, 1996, and the related statements of 
income, 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 River Loft Apartments 
Limited Partnership as of December 31, 1996, and the results of its 
operations, changes in partners' capital, and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 4, 1997
 
<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Scotch Associates Limited Partnership
Vienna, Virginia

We have audited the accompanying consolidated balance sheet of Scotch 
Associates Limited Partnership and Scotch Lane Associates as of December 31, 
1996, and the related consolidated statements of operations, partners' 
capital, and cash flows for the year then ended.  These consolidated 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

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

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
January 31, 1997
 
<PAGE>


                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Scotch Lane Associates
Vienna, Virginia

We have audited the accompanying balance sheet of Scotch Lane Associates (a 
Pennsylvania General Partnership) as of December 31, 1996, and the related 
statements of operations, partners' capital, and cash flows for the year then 
ended.  These financial statements are the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

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

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
January 31, 1997

<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Standart Woods Associates Limited Partnership    
Vienna, Virginia   


We have audited the accompanying balance sheet of Standart Woods Associates 
Limited Partnership, HUD Project No. 014-11094 (formerly HUD Project No. 
014-10511) as of December 31, 1996, and the related statements of operations 
(on HUD Form No. 92410), 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 Standart Woods Associates 
Limited Partnership as of December 31, 1996, and the results of its 
operations, changes in partners' capital, and its cash flows for the year 
then ended in conformity with generally accepted accounting principles.

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 18, 1997

<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
West Lake Arms Limited Partnership
Vienna, Virginia


We have audited the accompanying balance sheet of West Lake Arms Limited 
Partnership as of December 31, 1996, and the related statements of income, 
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 West Lake Arms Limited 
Partnership as of December 31, 1996, and the results of its operations, 
changes in partners' capital, and its cash flows for the year then ended in 
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As discussed in Note 6, the 
Partnership received a notice of events of default under its mortgage note 
obligation from the mortgage lender in December, 1995 and the mortgage note 
matures on December 1, 1997.  This condition raises substantial doubt about 
the Partnership's ability to continue as a going concern.  Management's plans 
regarding this matter are also described in Note 6.  The financial statements 
do not include any adjustments that might result from the outcome of this 
uncertainty.

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 28, 1997

<PAGE>

                                 [LETTERHEAD]

                             INDEPENDENT AUDITOR'S REPORT



To the Partners of
Wyntre Brooke Associates
Vienna, Virginia


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

We conducted our audit in accordance with generally accepted auditing 
standards. 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 Wyntre Brooke Associates as 
of December 31, 1996, and the results of its operations, changes in partners' 
deficiency, and its cash flows for the year then ended in conformity with 
generally accepted accounting principles.

/s/ Robert Ercolini & Company LLP

Boston, Massachusetts
February 10, 1997



<PAGE>

                                 [LETTERHEAD]


                         Independent Auditor's Report


Partners                             Rural Economic & Community Development
Chesterfield Housing Associates      P. O. Drawer 1259
Vienna, VA                           Camden, South Carolina


We have audited the accompanying statement of financial position of Chesterfield
Housing Associates, A Limited Partnership, RECD Project No. 46-13-570523932, 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
and Government 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 the Chesterfield Housing
Associates, A Limited Partnership, at December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

As discussed in Note O to the financial statements, in 1996 the Partnership
changed its method of accounting for the impairment of long-lived assets.

In accordance with Government Auditing Standards, we have also issued reports
dated January 23, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 23, 1997

<PAGE>


                                 [LETTERHEAD]


                         Independent Auditor's Report



Partners                                    HUD Field Office Director
Community Developers of Princeville,        Federal Office Building
 A Limited Partnership                      Greensboro, North Carolina
Vienna, VA                                                


We have audited the accompanying statement of financial position of Community
Developers of Princeville, A Limited Partnership, Project No.
053-35383-PM-WAH-L8, as of December 31, 1996, and the related statements of
profit and loss (on HUD Form No. 92410), partners' equity, and cash flows for
the year then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an opinion on these
financial statements based on our audit. 

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Community Developers of
Princeville, A Limited Partnership, at 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.


<PAGE>


In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued reports dated January 13, 1997 on our
consideration of the partnership's internal control structure, on its compliance
with laws and regulations applicable to the basic financial statements, the
major HUD program and the nonmajor HUD program.

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


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 13, 1997

<PAGE>

                                 [LETTERHEAD]


                         Independent Auditor's Report


Partners                               Illinois Housing Development Authority
Eastcourt Village Partners             401 N. Michigan Avenue
Vienna, VA                             Chicago, Illinois


We have audited the accompanying statement of financial position of Eastcourt
Village Partners, A Limited Partnership, Illinois Housing Development Authority,
Project No. ML-029, 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
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 Eastcourt Village Partners, A
Limited Partnership, at December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.



<PAGE>


In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued reports dated January 22, 1997 on our
consideration of the partnership's internal control structure, on its compliance
with laws and regulations applicable to the basic financial statements, the
major Illinois Housing Development Authority program and the nonmajor HUD
program.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information, as referred
to in the Table of Contents, is presented for 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.

As required by the Illinois Housing Development Authority, we confirm to you
that our firm meets the licensing requirements imposed by the State of Illinois
on firms practicing in that state as certified public accountants.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 22, 1997 


<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report


Partners                               Rural Economic & Community Development
Eustis Apartments, Ltd.                1137 Old 441, Suite 2
Vienna, VA                             Eustis, Florida


We have audited the accompanying statement of financial position of Eustis
Apartments, Ltd., A Limited Partnership, RECD Project No. 09-35-133-3579, 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.  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 Eustis Apartments, Ltd., A
Limited Partnership, at December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 31, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 31, 1997

<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report


Partners                               Rural Economic & Community Development
Grove Park Villas, Ltd.                P. O. Box 3767
Vienna, VA                             West Palm Beach, Florida


We have audited the accompanying statement of financial position of Grove Park
Villas, Ltd., A Limited Partnership, RECD Project No. 09-58-133-5545 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.  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 Grove Park Villas, Ltd., A
Limited Partnership, at December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 31, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 31, 1997



<PAGE>

                                [LETTERHEAD]

                         Independent Auditor's Report


Partners                               Rural Economic & Community Development
Hemingway Housing Associates           P. O. Box 644
Vienna, VA                             St. George, South Carolina


We have audited the accompanying statement of financial position of Hemingway
Housing Associates, A Limited Partnership, RECD Project No. 46-45-13337584 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.  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 Hemingway Housing Associates, A
Limited Partnership, at December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 23, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 23, 1997   

<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report


Partners                               Rural Economic & Community Development
Highlands Village II                   P. O. Box 3767
Vienna, VA                             West Palm Beach, Florida


We have audited the accompanying statement of financial position of Highlands
Village II, A Limited Partnership, RECD Project No. 09-28-133-7604 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.  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 Highlands Village II, Ltd., A
Limited Partnership, at December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 31, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 31, 1997

<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report


Partners                                Rural Economic & Community Development
Housing Assistance of Mt. Dora, Ltd.    1137 Old Highway 441, Suite 2
Vienna, VA                              Mt. Dora, Florida



We have audited the accompanying statement of financial position of Housing
Assistance of Mt. Dora, Ltd., A Limited Partnership, Project No. 09-35-133-1449,
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.  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 Housing Assistance of Mt. Dora,
Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 31, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 31, 1997


<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report


Partners                                Rural Economic & Community Development
Housing Assistance of Orange            Federal Building - Room 248
 City, Ltd.                             207 N.W. Second Street
Vienna, VA                              Ocala, Florida


We have audited the accompanying statement of financial position of Housing
Assistance of Orange City, Ltd., A Limited Partnership, RECD Project No.
09-64-133-1452 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.  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 Housing Assistance of Orange
City, Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 31, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations. 

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 31, 1997


<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report


Partners                               Rural Economic & Community Development
Housing Assistance of                  P. O. Box 3767
 Sebring, Ltd.                         West Palm Beach, Florida
Vienna, VA                             


We have audited the accompanying statement of financial position of Housing
Assistance of Sebring, Ltd., A Limited Partnership, RECD Project No.
09-20-133-1439 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.  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 Housing Assistance of Sebring,
Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 31, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations. 

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 31, 1997


<PAGE>

                                [LETTERHEAD]

                         Independent Auditor's Report


Partners                               Rural Economic & Community Development
Housing Assistance of                  P. O. Box 3767
 Vero Beach, Ltd.                      West Palm Beach, Florida
Vienna, VA                             


We have audited the accompanying statement of financial position of Housing
Assistance of Vero Beach, Ltd., A Limited Partnership, RECD Project No.
09-31-133-0514, 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.  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 Housing Assistance of Vero
Beach, Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 31, 1997 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations. 

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 31, 1997

<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report


Partners                               HUD Field Office Director
Hurbell I Limited Partnership -        Greensboro Office      
 Holly Oak Park Apartments             415 North Edgeworth Street
Vienna, VA                             Greensboro, NC


We have audited the accompanying statement of financial position of Hurbell I
Limited Partnership (Holly Oak Park Apartments), A Limited Partnership, FHA
Project No. 053-44202-LDP-SUP, as of December 31, 1996, and the related
statements of profit and loss (on HUD Form No. 92410), changes in partners'
equity (deficit), and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our 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 Hurbell I Limited Partnership
(Holly Oak Apartments), A Limited Partnership, at 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 and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued reports dated January 25, 1997 on our
consideration of the partnership's internal control structure, on its compliance
with laws and regulations applicable to the basic financial statements, the
major HUD programs, and Affirmative Fair Housing.

<PAGE>



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

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 25, 1997


<PAGE>

                                [LETTERHEAD]


                         Independent Auditor's Report

Partners                               HUD Field Office Director
Hurbell IV Limited Partnership -       Daniel Building        
 Talladega Downs                       15 South 20th Street   
Vienna, VA                             Birmingham, Alabama

We have audited the accompanying statement of financial position of Hurbell IV
Limited Partnership (Talladega Downs), A Limited Partnership, FHA Project No.
062-44054-LD, as of December 31, 1996, and the related statements of profit and
loss (on HUD Form No. 92410), changes in partners' equity (deficit), and cash
flows for the year then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our 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 Hurbell IV Limited Partnership
(Talladega Downs), A Limited Partnership, at December 31, 1996, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

As discussed in Note K to the financial statements, in 1996 the Partnership
changed its method of accounting for the impairment of long-lived assets.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued reports dated January 25, 1997 on our
consideration of the partnership's internal control structure, on its compliance
with laws and regulations applicable to the basic financial statements, the
major HUD programs, and Affirmative Fair Housing.


<PAGE>


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

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 25, 1997



























<PAGE>

                               [letterhead]


                          Independent Auditor's Report


Partners                                Rural Economic & Community Development
Lake Wales Villas, Ltd.                 1137 Old Highway 441, Suite 2
Vienna, VA                              Mt. Dora, Florida

We have audited the accompanying statement of financial position of Lake 
Wales Villas, Ltd., A Limited Partnership, RECD Project No. 09-53-133-3513 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 and Government 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 Lake Wales Villas, Ltd., A 
Limited Partnership, at December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

As discussed in Note K to the financial statements, in 1996 the Partnership 
changed its method of accounting for the impairment of long-lived assets.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 31, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 31, 1997

<PAGE>


                            [letterhead]


                      Independent Auditor's Report


Partners                                Rural Economic & Community Development
Lakeview Villas, Ltd.                   1137 Old 441, Suite 2
Vienna, VA                              Mount Dora, Florida


We have audited the accompanying statement of financial position of Lakeview 
Villas, Ltd., A Limited Partnership, RECD Project No. 09-35-133-5580 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.  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 Villas, Ltd., A 
Limited Partnership, at December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 31, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations.


/s/ Russell Thompson Butler & Houston



Mobile, Alabama
January 31, 1997

<PAGE>

                              [letterhead]



                       Independent Auditor's Report


Partners                                Rural Economic & Community Development
McColl Housing Associates               McMillan Federal Building - Room 235
Vienna, VA                              Florence, SC


We have audited the accompanying statement of financial position of McColl 
Housing Associates, A Limited Partnership, RECD Project No. 46-35-1334074, 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.  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 McColl Housing Associates, A 
Limited Partnership, at December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 23, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations. 


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 23, 1997

<PAGE>
 
                             [letterhead]


                      Independent Auditor's Report


Partners                                 Rural Economic & Community Development
Orange City Villas II, Ltd.              Federal Building - Room 248
Vienna, Virginia                         207 N.W. 2nd Street
                                         Ocala, Florida

We have audited the accompanying statement of financial position of Orange 
City Villas II, Ltd., A Limited Partnership, RECD Project No. 09-64-133-8444, 
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.  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 Orange City Villas II, Ltd., 
A Limited Partnership, at December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 31, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama  
January 31, 1997

<PAGE>

                               [letterhead]


                      Independent Auditor's Report


Partners                                 HUD Field Office Director
Parkview Apartments                      Columbia, S.C.
Vienna, VA                               
                                                       

We have audited the accompanying statement of financial position of Parkview 
Apartments, A Limited Partnership, FHA Project No. 054-35484-PM-PAH-L8, as of 
December 31, 1996, and the related statements of profit and loss (on HUD Form 
No. 92410), changes in partners' equity (deficit), and cash flows for the 
year then ended.  These financial statements are the responsibility of the 
partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our 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 Parkview Apartments, A 
Limited Partnership, at 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 and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued reports dated January 23, 1997 on our 
consideration of the partnership's internal control structure, on its 
compliance with laws and regulations applicable to the basic financial 
statements, the major HUD program, and the nonmajor HUD program.


<PAGE>


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


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 23, 1997


<PAGE>

                             [letterhead]

                      Independent Auditor's Report


Partners                                 Rural Economic & Community Development
Peppertree Village of Avon               P. O. Box 3767
 Park, Ltd.                              West Palm Beach, Florida
Vienna, VA                               


We have audited the accompanying statement of financial position of 
Peppertree Village of Avon Park, Ltd., A Limited Partnership, RECD Project 
No. 09-28-133-5409, 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 and Government 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 Peppertree Village of Avon 
Park, Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the 
results of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

As discussed in Note L to the financial statements, in 1996 the Partnership 
changed its method of accounting for the impairment of long-lived assets.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 31, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 31, 1997



<PAGE>

                                [letterhead]

                        Independent Auditor's Report


Partners                                 Rural Economic & Community Development
South Hiawassee Village, Ltd.            1137 Old Highway 441, Suite 2
Vienna, VA                               Mt. Dora, Florida


We have audited the accompanying statement of financial position of South 
Hiawassee Village, Ltd., A Limited Partnership, RECD Project No. 
09-48-133-512 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.  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 South Hiawassee Village, 
Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the results 
of its operations and its cash flows for the years then ended in conformity 
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 31, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 31, 1997 

<PAGE>

                                [letterhead]


                        Independent Auditor's Report


Partners                                 Rural Economic & Community Development
St. George Villas                        531 Robertson Blvd., Suite D
Vienna, VA                               Walterboro, SC  29488

We have audited the accompanying statement of financial position of St. 
George Villas, A Limited Partnership, RECD Project No. 46-18-570734543, 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.  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 St. George Villas, A Limited 
Partnership, at December 31, 1996 and 1995, and the results of its operations 
and its cash flows for the years then ended in conformity with generally 
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 23, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 23, 1997

<PAGE>


                                [letterhead]


                         Independent Auditor's Report


Partners                                 USDA Rural Development
The Meadows Apartments, Ltd.             531 Robertson Blvd., Suite D
Vienna, VA                               Walterboro, SC  29488
                                         

We have audited the accompanying statement of financial position of The 
Meadows Apartments, Ltd., A Limited Partnership, RECD Project No. 
46-03-8248-52581 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 and Government 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 The Meadows Apartments, 
Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the results 
of its operations and its cash flows for the years then ended in conformity 
with generally accepted accounting principles.

As discussed in Note O to the financial statements, in 1996 the Partnership 
changed its method of accounting for the impairment of long-lived assets.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 23, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations. 


/s/ Russell Thompson Butler & Houston



Mobile, Alabama
January 23, 1997















<PAGE>





                             Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Cuthbert, Ltd.              Atlanta, Georgia
Vienna, VA    


We have audited the accompanying statement of financial position of United 
Housing Partners - Cuthbert, Ltd., A Limited Partnership, FHA Project No. 
061-35312-PM-WAH-L8, as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our 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 United Housing Partners 
- -Cuthbert Ltd., A Limited Partnership, at 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.

<PAGE>

 
In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued reports dated January 10, 1997 on our 
consideration of the partnership's internal control structure, on its 
compliance with laws and regulations applicable to the basic financial 
statements, the major HUD program, and the nonmajor HUD program.

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

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 10, 1997


<PAGE>

                             Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Elmwood, Ltd.               Birmingham, Alabama
Vienna, VA         
    

We have audited the accompanying statement of financial position of United 
Housing Partners - Elmwood, Ltd.,  A Limited Partnership, FHA Project No. 
062-35330-PM-L8, as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our 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 United Housing Partners 
- -Elmwood, Ltd., A Limited Partnership, at 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.

<PAGE>

In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued reports dated January 10, 1997 on our 
consideration of the partnership's internal control structure, on its 
compliance with laws and regulations applicable to the basic financial 
statements, the major HUD programs and Affirmative Fair Housing.

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

/s/ Russell Thompson Bulter & Houston

Mobile, Alabama
January 10, 1997


<PAGE>


                             Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Morristown, Ltd.            Knoxville, Tennessee
Vienna, VA         

    
We have audited the accompanying statement of financial position of United 
Housing Partners - Morristown, Ltd., A Limited Partnership, FHA Project No. 
087-35091-PMR-WAH-L8, as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity, and 
cash flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit. 

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of United Housing Partners 
- -Morristown, Ltd., A Limited Partnership, at 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.

<PAGE>

In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued reports dated January 10, 1997 on our 
consideration of the partnership's internal control structure, on its 
compliance with laws and regulations applicable to the basic financial 
statements, the major HUD program, and the nonmajor HUD program.

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

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 10, 1997


<PAGE>

                             Independent Auditor's Report


Partners                                              HUD Field Office Director
United Housing Partners - Welch, Ltd.                 Charleston, West Virginia
Vienna, VA              

    
We have audited the accompanying statement of financial position of United 
Housing Partners - Welch, Ltd., A Limited Partnership, FHA Project No. 
045-35130-PM-WAH-L8, as of December 31, 1996, and the related statements of 
profit and loss (on HUD Form No. 92410), changes in partners' equity 
(deficit), and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our 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 United Housing Partners 
- -Welch, Ltd., A Limited Partnership, at 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.

<PAGE>

In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued reports dated January 10, 1997 on our 
consideration of the partnership's internal control structure, on its 
compliance with laws and regulations applicable to the basic financial 
statements, the major HUD programs and Affirmative Fair Housing.

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

/s/ Russell Thompson Butler & Houston

Mobile, Alabama
January 10, 1997




<PAGE>

                             [letterhead]



                       Independent Auditor's Report


Partners                                 Rural Economic & Community Development
Woodside Villas of Arcadia, Ltd.         P. O. Box 3767
Vienna, VA                               West Palm Beach, Florida


We have audited the accompanying statement of financial position of Woodside 
Villas of Arcadia, Ltd., A Limited Partnership, RECD Project No. 
09-14-133-9529, 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 and Government 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 Woodside Villas of Arcadia, 
Ltd., A Limited Partnership, at December 31, 1996 and 1995, and the results 
of its operations and its cash flows for the years then ended in conformity 
with generally accepted accounting principles.

As discussed in Note J to the financial statements, in 1996 the Partnership 
changed its method of accounting for the impairment of long-lived assets.

In accordance with Government Auditing Standards, we have also issued reports 
dated January 31, 1997 on our consideration of the partnership's internal 
control structure and on its compliance with laws and regulations.


/s/ Russell Thompson Butler & Houston


Mobile, Alabama
January 31, 1997




<PAGE>

                        [letterhead]       
                                           
                                           
                                           
                                           
                          INDEPENDENT AUDITOR'S REPORT
                                           


                                         February 6, 1997



Partners
Abbott Associates                        West Village - Maple (NY)
Ithaca, New York  14850                  #014-4-N-I


    We have audited the accompanying balance sheets of Abbott Associates (a
limited partnership) as of December 31, 1996 and 1995, and the related
statements of income, partners' deficit, and cash flows for the years then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards and the financial audit standards contained in Government Auditing
Standards (1994 Revision), 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 Abbott Associates (a limited
partnership) at December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1997 on our consideration of Abbott Associates internal
control structure and a report dated February 6, 1997 on its compliance with
laws and regulations.


                                       /s/ Sciarabba Walker & Co., LLP

                                       Certified Public Accountants






<PAGE>


                           INDEPENDENT AUDITORS' REPORT
  
To the Partners of
NHP Chaparral Associates, L.P.:

We have audited the accompanying balance sheet of NHP Chaparral Associates, 
L.P. (a Delaware limited partnership) as of December 31, 1996, and the 
related statements of operations, changes in partners' capital, and cash 
flows for the period from January 2, 1996 (date of formation) to December 31, 
1996.  These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP Chaparral Associates, 
L.P. as of December 31, 1996, and the results of its operations and its cash 
flows for the period from January 2, 1996 (date of formation) to December 31, 
1996 in conformity with generally accepted accounting principles.

                                       /s/ Wallace Sanders & Company


Dallas, Texas
February 14, 1997

<PAGE>


                          INDEPENDENT AUDITORS' REPORT
 
To the Partners of
NHP Country Club Woods Associates, L.P.:
 
We have audited the accompanying consolidated balance sheet of NHP Country 
Club Woods Associates, L.P. (a Delaware limited partnership) as of December 
31, 1996, and the related consolidated statements of operations, changes in 
partners' capital, and cash flows for the period from January 2, 1996 (date 
of formation) to December 31, 1996. These consolidated financial statements 
are the responsibility of the Partnership's management. Our responsibility is 
to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement. An audit includes examining, on 
a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of NHP 
Country Club Woods Associates, L.P. as of December 31, 1996, and the results 
of its operations and its cash flows for the period from January 2, 1996 
(date of formation) to December 31, 1996 in conformity with generally 
accepted accounting principles.

                                       /s/ Wallace Sanders & Company


Dallas, Texas 
February 14, 1997

<PAGE>


                          INDEPENDENT AUDITORS' REPORT
 
To the Partners of 
NHP Country Club Woods, L.P.:

We have audited the accompanying balance sheet of NHP Country Club Woods, 
L.P. (a Delaware limited partnership) as of December 31, 1996, and the 
related statements of operations, changes in partners' capital, and cash 
flows for the period from January 2, 1996 (date of formation) to December 31, 
1996. These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.
 
We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audit provides a 
reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP Country Club Woods, L.P. 
as of December 31, 1996, and the results of its operations and its cash flows 
for the period from January 2, 1996 (date of formation) to December 31, 1996 
in conformity with generally accepted accounting principles.

                                       /s/ Wallace Sanders & Company 


Dallas, Texas 
February 14, 1997
 
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                                   
                                           
To the Partners of
NHP Greenbriar Associates, L.P.:

We have audited the accompanying consolidated balance sheet of NHP Greenbriar 
Associates, L.P. (a Delaware limited partnership) as of December 31, 1996, 
and the related consolidated statements of operations, changes in partners' 
capital, and cash flows for the period from January 2, 1996 (date of 
formation) to December 31, 1996.  These consolidated financial statements are 
the responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of NHP 
Greenbriar Associates, L.P. as of December 31, 1996, and the results of its 
operations and its cash flows for the period from January 2, 1996 (date of 
formation) to December 31, 1996 in conformity with generally accepted 
accounting principles.

                                        /s/ Wallace Sanders & Company

Dallas, Texas
February 14, 1997
<PAGE>

                             INDEPENDENT AUDITORS' REPORT

To the Partners of
NHP Greenbriar, L.P.:

We have audited the accompanying balance sheet of NHP Greenbriar, L.P. (a 
Delaware limited partnership) as of December 31, 1996, and the related 
statements of operations, changes in partners' capital, and cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996. 
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP Greenbriar, L.P. as of 
December 31, 1996, and the results of its operations and its cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996 in 
conformity with generally accepted accounting principles.

                                       /s/ Wallace Sanders & Company 

Dallas, Texas
February 14, 1997

<PAGE>
                           INDEPENDENT AUDITORS' REPORT


To the Partners of
NHP Hessian Hills, L.P.:

We have audited the accompanying balance sheet of NHP Hessian Hills, L.P.(a 
Delaware limited partnership) as of December 31, 1996, and the related 
statements of operations, changes in partners' capital, and cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996.  
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP Hessian Hills, L.P. as 
of December 31, 1996, and the results of its operations and its cash flows 
for the period from January 2, 1996 (date of formation) to December 31, 1996 
in conformity with generally accepted accounting principles.

                                         /s/ Wallace Sanders & Company


Dallas, Texas
February 14, 1997

<PAGE>



                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
                                           
To the Partners of
NHP High River, L.P.:

We have audited the accompanying balance sheet of NHP High River, L.P. (a 
Delaware limited partnership) as of December 31, 1996, and the related 
statements of operations, changes in partners' capital, and cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP High River, L.P. as of 
December 31, 1996, and the results of its operations and its cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996 in 
conformity with generally accepted accounting principles.

                                         /s/ Wallace Sanders & Company
                                               

Dallas, Texas
February 14, 1997

<PAGE>


                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
                                           
To the Partners of
NHP Spring Lake Manor Associates, L.P.:

We have audited the accompanying consolidated balance sheet of NHP Spring 
Lake Manor Associates, L.P. (a Delaware limited partnership) as of December 
31, 1996, and the related consolidated statements of operations, changes in 
partners' capital, and cash flows for the period from January 2, 1996 (date 
of formation) to December 31, 1996.  These consolidated financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
 We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of NHP 
Spring Lake Manor Associates, L.P. as of December 31, 1996, and the results 
of its operations and its cash flows for the period from January 2, 1996 
(date of formation) to December 31, 1996 in conformity with generally 
accepted accounting principles.

                                               /s/ Wallace Sanders & Company

Dallas, Texas
February 14, 1997

<PAGE>

                                 INDEPENDENT AUDITORS' REPORT

To the Partners of
NHP Spring Lake Manor, L.P.:

We have audited the accompanying balance sheet of NHP Spring Lake Manor, L.P. 
(a Delaware limited partnership) as of December 31, 1996, and the related 
statements of operations, changes in partners' capital, and cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996. 
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP Spring Lake Manor, L.P. 
as of December 31, 1996, and the results of its operations and its cash flows 
for the period from January 2, 1996 (data of formation) to December 31, 1996 
in conformity with generally accepted accounting principles.


                                       /s/ Wallace Sanders & Company 


Dallas, Texas
February 14, 1997

<PAGE>


                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
To the Partners of
NHP Town and Country and Country Place Associates, L.P.:

We have audited the accompanying consolidated balance sheet of NHP Town and 
Country and Country Place Associates, L.P. (a Delaware limited partnership) 
as of December 31, 1996, and the related consolidated statements of 
operations, changes in partners' capital, and cash flows for the period from 
January 2, 1996 (date of formation) to December 31, 1996.  These consolidated 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
 We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of NHP Town 
and Country and Country Place Associates, L.P. as of December 31, 1996, and 
the results of its operations and its cash flows for the period from January 
2, 1996 (date of formation) to December 31, 1996 in conformity with generally 
accepted accounting principles.

                                          /s/ Wallace Sanders & Company

Dallas, Texas
February 14, 1997

<PAGE>

                             INDEPENDENT AUDITORS' REPORT
                                           
To the Partners of
NHP Town & Country/Country Place L.P.:

We have audited the accompanying balance sheet of NHP Town & Country/Country
Place, L.P. (a Delaware limited partnership) as of December 31, 1996, and the
related statements of operations, changes in partners' capital, and cash flows
for the period from January 2, 1996 (date of formation) to December 31, 1996. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NHP Town & Country/Country
Place, L.P. as of December 31, 1996, and the results of its operations and its
cash flows for the period from January 2, 1996 (date of formation) to
December 31, 1996 in conformity with generally accepted accounting principles.
                                                
                                       /s/ Wallace Sanders & Company 

Dallas, Texas
February 14, 1997


<PAGE>


                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
                                           
To the Partners of
NHP Townhouse Associates, L.P.:

We have audited the accompanying consolidated balance sheet of NHP Townhouse 
Associates, L.P. (a Delaware limited partnership) as of December 31, 1996, 
and the related consolidated statements of operations, changes in partners' 
capital, and cash flows for the period from January 2, 1996 (date of 
formation) to December 31, 1996.  These consolidated financial statements are 
the responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these consolidated 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 consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall consolidated financial statement presentation. 
 We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of NHP 
Townhouse Associates, L.P. as of December 31, 1996, and the results of its 
operations and its cash flows for the period from January 2, 1996 (date of 
formation) to December 31, 1996 in conformity with generally accepted 
accounting principles.

                                               /s/ Wallace Sanders & Company

Dallas, Texas
February 14, 1997

<PAGE>

                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
                                           
To the Partners of
NHP Townhouse, L.P.:

We have audited the accompanying balance sheet of NHP Townhouse, L.P. (a 
Delaware limited partnership) as of December 31, 1996, and the related 
statements of operations, changes in partners' capital, and cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996.  
These financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP Townhouse, L.P. as of 
December 31, 1996, and the results of its operations and its cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996 in 
conformity with generally accepted accounting principles.

                                                /s/ Wallace Sanders & Company

Dallas, Texas
February 14, 1997
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
To the Partners of
NHP Twin Gates East, L.P.:

We have audited the accompanying balance sheet of NHP Twin Gates East, L.P. 
(a Delaware limited partnership) as of December 31, 1996, and the related 
statements of operations, changes in partners' capital, and cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996.  
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes 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 NHP Twin Gates East, L.P. as 
of December 31, 1996, and the results of its operations and its cash flows 
for the period from January 2, 1996 (date of formation) to December 31, 1996 
in conformity with generally accepted accounting principles.

                                       /s/ Wallace Sanders & Company 

Dallas, Texas
February 14, 1997



<PAGE>


                           INDEPENDENT AUDITOR'S REPORT

To the Partners of
NHP Will-O-Wisp Arms, L.P.:

We have audited the accompanying balance sheet of NHP Will-O-Wisp Arms, L.P. 
(a Delaware limited partnership) as of December 31, 1996, and the related 
statements of operations, changes in partners' capital, and cash flows for 
the period from January 2, 1996 (date of formation) to December 31, 1996.
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of NHP Will-O-Wisp Arms, L.P. 
as of December 31, 1996, and the results of its operations and its cash flows 
for the period from January 2, 1996 (date of formation) to December 31, 1996 
in conformity with generally accepted accounting principles.


                                       /s/ Wallace Sanders & Company 



Dallas, Texas
February 14, 1997


<PAGE>

                                 [LETTERHEAD]


                                           
                             INDEPENDENT AUDITORS' REPORT
                                           
To the Venturers of
Central Woodlawn Rehabilitation Joint Venture

We have audited the accompanying balance sheet of CENTRAL WOODLAWN 
REHABILITATION JOINT VENTURE (an Illinois Joint Venture) as of December 31, 
1996, and the related statements of income, changes in venturers' capital and 
cash flows for the year then ended. These financial statements are the 
responsibility of the Venture'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 CENTRAL WOODLAWN 
REHABILITATION JOINT VENTURE as of December 31, 1996, and the results of its 
operations, changes in venturers' capital and its cash flows for the year 
then ended, in conformity with generally accepted accounting principles.

                                       /s/ Warady & Davis LLP

March 6, 1997

<PAGE>


                                  [letterhead]
                                           
                                           
                          







                             INDEPENDENT AUDITORS' REPORT
                                           
                                           
                                           
To the Partners of
Church Street Associates


We have audited the accompanying balance sheet of CHURCH STREET ASSOCIATES (a 
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 Partnership's 
management.  Our responsibility is to express an opinion on the financial 
statements based on our audit.  

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

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

Our audit was conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The additional financial data listed 
in the accompanying 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 audit of the basic financial statements and, in our opinion, 
is fairly stated in all material respects in relation to the basic financial 
statements taken as a whole.


                                                  /s/ Warady & Davis LLP



February 4, 1997





<PAGE>

                                    [Letterhead]
                                           
                             INDEPENDENT AUDITORS' REPORT
                                           
To the Partners of
MRR Limited Partnership

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

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

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

                                         /s/ Warady & Davis LLP


January 20, 1997

<PAGE>

                                 [LETTERHEAD]


                                           
                             INDEPENDENT AUDITORS' REPORT
                                           
To the Partners of
New Vistas Apartments Associates


We have audited the accompanying balance sheets of NEW VISTAS APARTMENTS 
ASSOCIATES (an Illinois Limited Partnership), Illinois Housing Development 
Authority (IHDA) PROJECT NO. ML-61, as of December 31, 1996 and 1995, and the 
related statements of income, changes in partners' deficit and cash flows for 
the years then ended.  These financial statements are the responsibility of 
the Partnership's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing 
standards and the 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 NEW VISTAS APARTMENTS 
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.

In accordance with Government Auditing Standards and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued a report dated January 24, 1997, on 
our consideration of NEW VISTAS APARTMENTS ASSOCIATES internal control 
structure and reports dated January 24, 1997, on its compliance with laws and 
regulations, specific requirements applicable to major HUD programs and 
specific requirements applicable to Affirmative Fair Housing.

Our audits were conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The additional financial data listed 
in the accompanying table of contents is presented for the purpose of 
additional analysis and is not a required part of the basic financial 
statements of NEW VISTAS APARTMENTS ASSOCIATES (IHDA PROJECT NO. ML-61).  
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.

                                       /s/ Warady & Davis LLP


January 24, 1997

<PAGE>

                                   [Letterhead]

INDEPENDENT AUDITORS' REPORT

To the Partners of
New Vistas Apartments Associates - Phase II

We have audited the accompanying balance sheets of NEW VISTAS APARTMENTS 
ASSOCIATES -PHASE II (an Illinois Limited Partnership), Illinois Housing 
Development Authority (IHDA) PROJECT NO. ML-101, as of December 31, 1996 and 
1995, and the related statements of operations, changes in partners' deficit 
and cash flows for the years then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing 
standards and 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 NEW VISTAS APARTMENTS 
ASSOCIATES - PHASE II 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.
                                         

                                         /s/ Warady & Davis LLP

February 3, 1997




<PAGE>

                                [Letterhead]


                        INDEPENDENT AUDITORS' REPORT


To the Partners of
Palmer Square Apartments Associates


We have audited the accompanying balance sheets of PALMER SQUARE APARTMENTS 
ASSOCIATES (an Illinois Limited Partnership), Illinois Housing Development 
Authority (IHDA) PROJECT NO. ML-123, as of December 31, 1996 and 1995, and 
the related statements of operations, changes in partners' deficit and cash 
flows for the years then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing 
standards and 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 PALMER SQUARE APARTMENTS 
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.

                                      /s/ Warady & Davis LLP






February 3, 1997




<PAGE>
                        
                              [letterhead]




                      INDEPENDENT AUDITORS' REPORT



To the Partners of
Parkways Associates
d/b/a The Parkways

We have audited the accompanying balance sheets of PARKWAYS ASSOCIATES D/B/A 
THE PARKWAYS (an Illinois Limited Partnership), Illinois Housing Development 
Authority (IHDA) PROJECT NO. ML-148, as of December 31, 1996 and 1995, and 
the related statements of income, changes in partners' deficit and cash flows 
for the years then ended.  These financial statements are the responsibility 
of the Partnership's management.  Our responsibility is to express an opinion 
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards and the 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 PARKWAYS ASSOCIATES D/B/A 
THE PARKWAYS 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.


                                         /s/  Warady & Davis LLP






January 28, 1997





<PAGE>
                                  [letterhead]


                          INDEPENDENT AUDITORS' REPORT
                                           
To the Partners of
The North Washington Park Partnership

We have audited the accompanying balance sheets of THE NORTH WASHINGTON PARK 
PARTNERSHIP (an Illinois Limited Partnership) (HUD PROJECT NO. 071-35544) as 
of December 31, 1996 and 1995, and the related statements of operations, 
changes in partners' deficit and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's management.  
Our responsibility is to express an opinion on these financial statements 
based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards and 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 NORTH WASHINGTON PARK 
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 and the Consolidated Audit 
for Audits of HUD Programs issued by the U.S. Department of Housing and Urban 
Development, we have also issued a report dated January 21, 1997, on our 
consideration of THE NORTH WASHINGTON PARK PARTNERSHIP internal control 
structure and reports dated January 21, 1997, on its compliance with laws and 
regulations, specific requirements applicable to major HUD programs and 
specific requirements applicable to Affirmative Fair Housing.

Our audits were made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The additional financial data listed 
in the accompanying table of contents is presented for the purpose of 
additional analysis and is not a required part of the basic financial 
statements of THE NORTH WASHINGTON PARK PARTNERSHIP (HUD PROJECT NO. 
071-35544).  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.


                                            /s/ Warady & Davis LLP


January 21, 1997

<PAGE>

                                  [letterhead]

                       INDEPENDENT AUDITORS' REPORT


To the Partners of
The Oak Park Partnership

         We have audited the accompanying balance sheet of THE OAK PARK 
PARTNERSHIP (an Illinois Limited Partnership) as of December 31, 1996, and 
the related statements of income, changes in partners' deficit and cash flows 
for the year then ended. These financial statements are the responsibility of 
the Partnership's management. Our responsibility is to express an opinion on 
these financial statements based on our audit.

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

                                                         /s/ Warady & Davis LLP



January 14, 1997



<PAGE>

                                 [LETTERHEAD]
                                       
                                       
                         INDEPENDENT AUDITORS' REPORT
                                       
                                       
                                       
To the Partners of
The Rogers Park Partnership


We have audited the accompanying balance sheets of THE ROGERS PARK 
PARTNERSHIP D/B/A NORTHPOINT APARTMENTS (an Illinois Limited Partnership), 
Illinois Housing Development Authority (IHDA) PROJECT NO. ML-163, as of 
December 31, 1996 and 1995, and the related statements of income, changes in 
partners' deficit and cash flows for the years then ended.  These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards and 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 ROGERS PARK PARTNERSHIP 
D/B/A NORTHPOINT APARTMENTS as of December 31, 1996 and 1995, and the results 
of its operations and its cash flows for the years then ended, in conformity 
with generally accepted accounting principles.

                                       /s/ Warady & Davis LLP


January 27, 1997




<PAGE>

                                ZINER & COMPANY, P.C.
                             CERTIFIED PUBLIC ACCOUNTANTS

                             INDEPENDENT AUDITORS' REPORT


To the Partners of
United Front Homes 

    We have audited the accompanying balance sheet (MHFA Forms F.C.-3A & -3B)
of United Front Homes (a Massachusetts limited partnership) (Project No.
71-156-N) as of December 31, 1996, and the related statements of changes in
partners' equity (deficiency) (MHFA Form F.C.-3C), operations (MHFA Form
F.C.-2A) and cash flows (MHFA Forms F.C.-4A, -4B & -4C) for the year 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 and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by the general 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 United Front Homes as of
December 31, 1996, and the results of its operations, its cash flows and changes
in partners' equity (deficiency) 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 March 11, 1997 on our consideration of United Front Homes' internal
control structure and a report dated March 11, 1997 on its compliance with laws
and regulations.

                                       /s/ Ziner & Company, P.C.


March 11, 1997



                                         -1-


<PAGE>

[letterhead]



                             INDEPENDENT AUDITORS' REPORT
                                           

To the Partners
Vistula Heritage Village                          
Toledo, Ohio                                      

We have audited the accompanying balance sheet of Vistula Heritage Village, 
FHA Project No. 042 35298 PM L8 R, (an Ohio Limited Partnership) as of 
December 31, 1996, and the related statements of operations, partners' 
deficit, and cash flows for the year then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our responsibility 
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  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 Vistula Heritage Village 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 and the Consolidated Audit 
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and 
Urban Development, we have also issued a report dated January 13, 1997, on 
our consideration of Vistula Heritage Village's internal control structure, 
and reports dated January 13, 1997, on its compliance with specific 
requirements applicable to major HUD programs and specific requirements 
applicable to Affirmative Fair Housing.

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



/s/ Zinner & Co.



January 13, 1997


Lead Auditor:  Sidney Brode
Telephone No.:  (216) 831-0733
Federal Tax
  Identification No.:   34-1663731


<PAGE>



                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders and Partners 
of NHP Real Estate Companies (as defined in Note 1):
 
We have audited the accompanying combined balance sheets of NHP Real Estate 
Companies, as defined in Note 1 (the "Company"), as of December 31, 1996 and 
1995, and the related combined statements of operations, changes in 
shareholders' equity (deficit) and partners' capital (deficit), net and cash 
flows for each of the three years in the period ended December 31, 1996. 
These combined financial statements and the schedules referred to below are 
the responsibility of the Company's management. Our responsibility is to 
express an opinion on these combined financial statements and schedules based 
on our audits. We did not audit the 1996, 1995 and 1994 financial statements 
of certain real estate partnerships accounted for under the equity method, 
which represent 5 percent and 6 percent of total assets in 1996 and 1995, 
respectively, 7 percent and 6 percent in 1996 and 1995, respectively, of 
total liabilities and 23 percent, 49 percent, and 20 percent in 1996, 1995, 
and 1994, respectively, of net income (loss). The financial statements of 
these real estate partnerships were audited by other auditors whose reports 
have been furnished to us, and our opinion, insofar as it relates to the 
amounts for these real estate 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 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 and the reports of other auditors provide a
reasonable basis for our opinion.
 
Certain of the reports of other auditors referred to above indicate that
there is a substantial doubt about certain of the real estate partnerships'
ability to continue as going concerns. However, in our opinion, the uncertainty
is not material in relation to the combined financial statements. 

<PAGE>
Page 2


In our opinion, based on our audits and the reports of other auditors, the 
combined financial statements referred to above present fairly, in all 
material respects, the financial position of the Company (as defined in Note 1)
as of December 31, 1996 and 1995, and the results of its operations and its 
cash flows for each of the three years in the period ended December 31, 1996, 
in conformity with generally accepted accounting principles. 

Our audits were made for the purpose of forming an opinion on the basic 
combined financial statements taken as a whole. Schedule II -- Rollforward of 
Allowance for Doubtful Accounts and Schedule III -- Real Estate and Accumulated
Depreciation are presented for purposes of complying with the Securities and 
Exchange Commission's rules and are not a part of the basic combined 
financial statements. These schedules have been subjected to the auditing 
procedures applied in the audits of the basic combined financial statements 
and, in our opinion, fairly state in all material respects the financial data 
required to be set forth therein in relation to the basic combined financial 
statements taken as a whole.

                                        ARTHUR ANDERSEN LLP


 
Washington, D.C., 
  May 5, 1997 (except with 
  respect to the matters 
  discussed in Note 17, as to 
  which the date is June 3, 
  1997)
 
<PAGE>
                  NHP REAL ESTATE COMPANIES (as defined in Note 1)
                            COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
                                         DECEMBER 31,
                                ------------------------------     MARCH 31,
                                     1995            1996            1997
                                --------------  --------------  --------------
                                                                  (UNAUDITED)
<S>                                   <C>             <C>             <C>
Assets:
  Land, buildings and 
    furniture, fixtures and 
    equipment, net............  $  115,398,707  $  105,920,840  $   94,923,423
  Investment in real estate   
    partnerships..............      28,763,452      26,210,696      24,419,986
  Notes receivable............      17,511,219       9,465,600       9,465,600
  Insurance losses 
    recoverable...............       4,522,215       4,989,950       7,920,355
  Deposits and deferred 
    costs.....................       9,115,127       8,389,860       7,204,825
  Cash and cash equivalents...       8,354,833      13,912,591      11,881,985
  Investments in securities...       8,335,304       5,007,124       4,961,956
  Receivables, substantially all
    from related parties net of
    allowance for doubtful 
    accounts of $500,031,
    $754,826 and $659,896 at
    December 31, 1995, 1996, and
    March 31, 1997, respectively     1,282,652       2,212,454       8,110,982
                                --------------  --------------  --------------
            Total assets......  $  193,283,509  $  176,109,115  $  168,889,112
                                --------------  --------------  --------------
                                --------------  --------------  --------------
Liabilities:
  Mortgages payable...........  $  117,764,384  $  111,214,993  $  100,011,755
  Notes payable...............       3,261,456       1,080,278       1,080,278
  Losses in excess of 
    investment in real 
    estate partnerships.......      27,200,731      30,953,268      30,850,507
  Insurance claims and loss 
    reserves..................      15,113,683      15,667,583      21,254,934
  Accrued interest payable....       3,262,165       3,750,090       1,856,251
  Accounts payable, accrued 
    expenses and other 
    liabilities...............       5,889,721       6,624,159       8,678,223
  Deferred revenue and gains..       1,916,972       1,975,110       1,457,511
  Accrued lease liability.....      16,307,000      12,480,093      11,885,000
  Minority interest...........         723,287         892,377         968,064
  Due to NHP Incorporated.....       3,172,029       1,122,915         689,371
                                --------------  --------------  --------------
            Total liabilities.     194,611,428     185,760,866     178,731,894
                                --------------  --------------  --------------
Shareholders' equity (deficit) 
and partners' deficit, net:
  Unrealized gain on 
    investments...............         701,313         352,482         302,680
  Common stock, $0.01 par value,
    10,000 shares authorized; 
    10,000 shares issued and 
    outstanding at December 31,
    1995, 1996, and March 31, 
    1997, respectively........             100             100             100
  Additional paid-in capital..      71,593,724      71,593,724      71,593,724
  Retained earnings (deficit).     (61,226,552)    (71,366,677)    (70,326,706)
  Partners' deficit...........     (12,396,504)    (10,231,380)    (11,412,580)
                                --------------  --------------  --------------
  Total shareholders' 
    equity (deficit) and 
    partners' deficit, 
    net......................       (1,327,919)    (9,651,751)     (9,842,782)
                                --------------  --------------  --------------
  Total liabilities and 
    equity....................  $  193,283,509  $  176,109,115  $  168,889,112
                                --------------  --------------  --------------
                                --------------  --------------  --------------
</TABLE>
                   The accompanying notes are an integral part of these 
                             combined financial statements.
<PAGE>

<TABLE>
<CAPTION>

 
                    NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
                         COMBINED STATEMENTS OF OPERATIONS
 
                                                         YEAR ENDED                       THREE MONTHS ENDED
                                                        DECEMBER 31,                           MARCH 31,
                                         -------------------------------------------  ---------------------------
                                             1994           1995           1996           1996           1997
                                         -------------  -------------  -------------  -------------  ------------
                                                                                       (UNAUDITED)   (UNAUDITED)
<S>                                      <C>            <C>            <C>            <C>            <C>
Revenues:
Rental revenues........................  $  28,487,806  $  28,625,650  $  28,161,127  $   7,220,259  $  6,729,120
Mortgage finance revenues..............        447,824      2,110,615             --             --            --
Insurance revenues, substantially all
  from related parties.................      2,978,813      3,238,968      4,793,061        996,932       445,949
Income on investment securities........        338,982        621,893      1,207,144        558,849       203,455
Interest on advances to real estate
  partnerships, substantially all from
  related parties......................      1,240,182      1,348,472      1,999,911         12,031       118,794
Partnership administrative and other
  fees, substantially all from related
  parties..............................      1,614,943      2,207,198      2,254,064        462,161       479,392
                                         -------------  -------------  -------------  -------------  ------------
Total revenues.........................     35,108,550     38,152,796     38,415,307      9,250,232     7,976,710
                                         -------------  -------------  -------------  -------------  ------------
Operating expenses:
Salaries and benefits..................      5,793,779      5,226,383      6,186,631      1,444,768     1,578,675
Other general and administrative
  expenses.............................      6,659,178      6,368,265      5,248,149      1,556,952     1,131,734
Other operating expenses...............     10,284,897     10,948,172     10,908,304      2,784,733     2,423,873
Management fee expense.................      1,304,728      1,715,444      1,314,322        326,621       340,387
Depreciation and amortization
  expense..............................      3,681,402      4,001,562      3,903,688      1,038,386       809,920
Provision for insurance claims and loss
  reserves.............................      3,015,852      2,456,131      3,971,186        980,872       381,613
Interest expense.......................     10,194,244     10,918,015     10,399,626      2,541,966     2,124,340
Minority interest......................         66,200        (14,846)        (4,754)        10,450       (22,625)
                                         -------------  -------------  -------------  -------------  ------------
Total operating expenses...............     41,000,280     41,619,126     41,927,152     10,684,748     8,767,917
                                         -------------  -------------  -------------  -------------  ------------
Other income (expense):
Write-down of notes receivable.........             --             --     (5,219,519)            --            --
Equity in real estate partnership
  investment income (losses), net......      1,503,655     (2,904,732)    (5,730,958)    (2,654,381)   (1,231,544)
Gain on disposition of real estate
  investments, net.....................     11,877,704      5,577,111      9,587,321        590,895     3,881,522
                                         -------------  -------------  -------------  -------------  ------------
Income (loss) before income taxes......      7,489,629       (793,951)    (4,875,001)    (3,498,002)    1,858,771
Provision for income taxes.............             --             --             --             --            --
                                         -------------  -------------  -------------  -------------  ------------
Net income (loss)......................  $   7,489,629  $    (793,951)  $ (4,875,001) $  (3,498,002) $  1,858,771
                                         -------------  -------------  -------------  -------------  ------------
                                         -------------  -------------  -------------  -------------  ------------
</TABLE>
 
                        The accompanying notes are an integral part of these 
                                 combined financial statements.

<PAGE>

<TABLE>
<CAPTION>

                    NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
                     COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS'
                 EQUITY (DEFICIT) AND PARTNERS' CAPITAL (DEFICIT), NET
 
                                                                                                                 TOTAL
                                                                                                             SHAREHOLDERS'
                                                                                                                EQUITY
                                                                                                              (DEFICIT)
                                          COMMON STOCK                                                      AND PARTNERS'
                                      ---------------------     PARTNERS'     ADDITIONAL       RETAINED         CAPITAL
                                                     PAR         CAPITAL       PAID-IN         EARNINGS       (DEFICIT),
                                        SHARES      VALUE       (DEFICIT)      CAPITAL        (DEFICIT)           NET
                                      ----------  ---------  --------------  -------------  --------------  ---------------
<S>                                   <C>         <C>        <C>             <C>            <C>             <C>
Balance at January 1, 1994..........          --  $  --      $   39,699,540  $    --        $  (57,005,681)  $ (17,306,141)
  Net income........................                              3,822,212       --             3,667,417       7,489,629
                                      ----------  ---------  --------------  -------------  --------------  ---------------
Balance at December 31, 1994........                             43,521,752                    (53,338,264)     (9,816,512)
  Formation of NHP Partners, Inc....      10,000        100                                                            100
  Contribution from NHPI prior to the
    Transaction.....................                                             8,581,131                       8,581,131
  Contribution of intercompany
    receivable from the National
    Housing Partnership to NHP
    Partners, Inc...................                            (63,012,593)    63,012,593                        
  Net Income (loss).................                              7,094,337                     (7,888,288)       (793,951)
                                      ----------  ---------  --------------  -------------  --------------  ---------------
Balance at December 31, 1995........      10,000        100     (12,396,504)    71,593,724     (61,226,552)     (2,029,232)
  Dividend..........................                                                            (3,100,000)     (3,100,000)
  Net income (loss).................                              2,165,124                     (7,040,125)     (4,875,001)
                                      ----------  ---------  --------------  -------------  --------------  ---------------
Balance at December 31, 1996........      10,000        100     (10,231,380)    71,593,724     (71,366,677)    (10,004,233)
  Dividend (Unaudited)..............                                                            (2,000,000)     (2,000,000)
  Net income (loss) (Unaudited).....                             (1,181,200)                     3,039,971       1,858,771
                                      ----------  ---------  --------------  -------------  --------------  ---------------
Balance at March 31, 1997
  (Unaudited).......................      10,000  $     100  $  (11,412,580) $  71,593,724  $  (70,326,706)  $ (10,145,462)
                                      ----------  ---------  --------------  -------------  --------------  ---------------
                                      ----------  ---------  --------------  -------------  --------------  ---------------
</TABLE>
 
                        The accompanying notes are an integral part of these 
                                 combined financial statements.

<PAGE>

                               NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
                                     COMBINED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                        YEAR ENDED                        THREE MONTHS ENDED
                                                       DECEMBER 31,                           MARCH 31,
                                        -------------------------------------------  ----------------------------
                                            1994           1995           1996           1996           1997
                                        -------------  -------------  -------------  -------------  -------------
                                                                                      (UNAUDITED)    (UNAUDITED)
<S>                                     <C>            <C>            <C>            <C>            <C>
Cash flows from operating activities:
Net income (loss).....................  $   7,489,629  $    (793,951)  $ (4,875,001) $  (3,498,002) $   1,858,771
Adjustments to reconcile net income
  (loss) to net cash used in
  operating activities-
  Gain on disposition of real estate
    investments.......................    (11,877,704)    (5,577,111)    (9,587,321)      (590,895)    (3,881,522)
  (Gain) loss on disposition of
    investment in securities, net.....             --        (30,823)      (484,836)       334,643        (12,369)
  Depreciation and amortization.......      3,681,402      4,001,562      3,903,688      1,038,386        809,920
  Write-down of notes receivable......             --             --      5,219,519             --             --
  Amortization of deferred financing
    costs.............................        189,053        318,489        301,739         75,779         76,483
  Equity in real estate partnership
    investment (income) losses, net...     (1,503,655)     2,904,732      5,730,958      2,654,381      1,231,544
  Minority interest...................         66,200        (14,846)        (4,754)        10,450        (22,625)
  Reduction in accrued lease
    liability.........................     (1,150,000)      (967,873)    (3,826,907)      (409,000)      (595,093)
  (Increase) decrease in receivables,
    net...............................       (320,284)       464,812     (3,003,218)    (7,862,143)    (6,700,914)
  (Increase) in insurance losses
    recoverable.......................       (669,154)    (1,248,386)      (467,735)      (703,678)    (2,930,405)
  (Increase) decrease in deposits and
    deferred costs....................       (875,485)    (1,819,181)       525,658        278,369        966,155
  Increase (decrease) in accrued 
    interest payable..................      1,066,401      3,062,794      1,037,825        (88,931)      (210,191)
  Increase (decrease) in accounts
    payable, accrued expenses and other
    liabilities.......................      1,254,059     (2,355,139)     1,234,989       (232,830)     2,851,742
  (Decrease) increase in deferred
    revenue and gains.................       (838,214)       100,483         59,729      2,955,320       (517,599)
  Increase in insurance claims and loss
    reserves..........................      1,639,865      1,244,716        553,900      3,957,172      5,587,351
                                        -------------  -------------  -------------  -------------  -------------
    Net cash used in  
      operating activities............     (1,847,887)      (709,722)     (3,681,767)   (2,080,979)    (1,488,752)
                                        -------------  -------------  -------------  -------------  -------------
Cash flows from investing activities:
Investments in securities.............     (4,611,998)    (4,926,410)    (1,316,461)      (405,122)       (73,192)
Proceeds from sales/maturities of
  investments.........................             --      1,957,012      4,795,994      1,710,233         80,927
Investments in real estate
  partnerships-
  Proceeds from dispositions/
    refinancings......................     11,696,020      3,703,866     13,484,605        337,238      2,578,739
  Return of investment/distributions..      2,321,311      1,246,852      3,460,868        335,564        518,501
  Investments in continuing real 
    estate partnerships...............     (4,917,166)    (2,276,788)    (3,272,240)    (1,707,080)    (1,208,372)
  New acquisitions....................             --     (8,792,847)    (1,689,246)    (1,348,246)            --
Payments received on notes receivable.             --             --      2,826,100             --             --
(Payments to) proceeds from joint
  ventures and other investments......        (62,309)     2,274,789         46,265         47,297        213,564
(Decrease) increase in minority
  interest............................       (822,006)       290,427        (18,569)            --             --
Purchase of fixed assets..............     (2,105,991)    (1,832,585)      (711,221)      (178,552)       (15,239)
                                        -------------  -------------  -------------  -------------  -------------
    Net cash provided by (used in)
      investing activities............      1,497,861     (8,355,684)    17,606,095     (1,208,668)     2,094,928
                                        -------------  -------------  -------------  -------------  -------------
</TABLE>

                     The accompanying notes are an integral part of these 
                              combined financial statements.
<PAGE>
                           NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
                                  COMBINED STATEMENTS OF CASH FLOWS
                                            (Continued)
<TABLE>
<CAPTION>
                                                        YEAR ENDED                        THREE MONTHS ENDED
                                                       DECEMBER 31,                           MARCH 31,
                                        -------------------------------------------  ----------------------------
                                            1994           1995           1996           1996           1997
                                        -------------  -------------  -------------  -------------  -------------
                                                                                      (UNAUDITED)    (UNAUDITED)
<S>                                     <C>            <C>            <C>            <C>            <C>
Cash flows from financing activities:
  Proceeds from (repayment of)
    borrowings, net...................  $  (1,615,254) $  (1,445,217) $  (1,022,463) $     100,436  $    (203,238)
  Net borrowings/(repayments) 
    from/(to) related parties.........             --      1,683,624     (2,181,178)    (1,050,646)            --
  Dividends paid......................             --             --     (3,100,000)            --     (2,000,000)
  Distributions to minority partners..        (55,990)       (91,046)       (13,815)            --             --
  Net borrowings/(repayments)
   from/(to) NHP Incorporated.........             --      3,037,993     (2,049,114)     2,696,202       (433,544)
  Contribution from
    NHPI prior to 
    the Transaction...................             --      8,553,830             --             --             --
  Pre-Transaction activity with NHP 
    Incorporated......................     (1,714,018)    (1,450,567)            --             --             --
                                        -------------  -------------  -------------  -------------  -------------
      Net cash (used in) provided by
        financing activities..........     (3,385,262)    10,288,617     (8,366,570)     1,745,992     (2,636,782)
                                        -------------  -------------  -------------  -------------  -------------
(Decrease) increase in cash and cash
  equivalents.........................     (3,735,288)     1,223,211      5,557,758     (1,543,655)    (2,030,606)
Cash and cash equivalents, beginning
  of period...........................     10,866,910      7,131,622      8,354,833      8,354,833     13,912,591
                                        -------------  -------------  -------------  -------------  -------------
Cash and cash equivalents, end of
  period..............................  $   7,131,622  $   8,354,833  $  13,912,591  $   6,811,178  $  11,881,985
                                        -------------  -------------  -------------  -------------  -------------
                                        -------------  -------------  -------------  -------------  -------------
Supplemental disclosure of cash flow
  information:
  Cash interest payments..............  $   8,741,893  $  10,384,753  $   9,201,243  $   2,100,218  $   2,082,155
                                        -------------  -------------  -------------  -------------  -------------
                                        -------------  -------------  -------------  -------------  -------------

Non-cash investing activities:
  Distribution of fixed
  assets to NHPI......................  $          --  $      27,301  $          --             --             --
                                        -------------  -------------  -------------  -------------  -------------
                                        -------------  -------------  ------------- --------------  -------------
- ---------

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

<PAGE>
                NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
                          NOTES TO FINANCIAL STATEMENTS 
                 YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
BASIS OF PRESENTATION
 
The combined financial statements include the accounts of The National 
Housing Partnership, NHP Partners, Inc., and its wholly owned subsidiaries: 
NHP Servicing Group, NHP Real Estate Corporation, NHP-HG, Inc., NHP-HG Two, 
Inc., NHP-HG III, Inc., NHP-HG Four, Inc., NHP-HG Five, Inc., NHP-HG Ten, 
Inc., NHP-HG Eleven, Inc., NHP-HG Twelve, Inc., NHP HDV, Inc., NHP HDV Two, 
Inc., NHP Capital Corp., the National Corporation for Housing Partnerships, 
HPI Limited, Inc. ("HPI") and their wholly owned subsidiaries and majority 
owned real estate partnerships, collectively referred to as "NHP Real Estate 
Companies" or the "Company."
 
As of January 1, 1994, all of the entities forming the Company as listed 
above, with the exception of NHP Partners, Inc., were operating subsidiaries 
of NHP Incorporated ("NHPI"). On August 16, 1995, NHPI formed a new 
subsidiary, NHP Partners, Inc., and contributed all of its subsidiaries 
holding real estate operations and HPI (the entities forming the Company as 
listed above), with the exception of the National Housing Partnership, to NHP 
Partners, Inc. Concurrently, in connection with an initial public offering 
("IPO") of its common stock, NHPI sold NHP Partners, Inc. and the National 
Housing Partnership to NHP Partners Limited Partnership and NHP Partners Two 
Limited Partnership, respectively, (hereafter referred to as the 
"Transaction"). At December 31, 1996, both NHP Partners Limited Partnership 
and NHP Partners Two Limited Partnership were wholly owned by the previous 
controlling shareholders of NHPI, Demeter Holdings Corporation, Capricorn 
Investors, L.P., and J. Roderick Heller, III (see Note 17). Due to the 
related party nature of the Transaction, the accounts of NHP Partners, Inc., 
and The National Housing Partnership continue to be reflected at their 
historical cost.
 
Combined financial statements have been presented as these entities have
been under common control and management for all periods presented, and are
expected to be acquired in a business combination with Apartment Investment and
Management Company ("AIMCO") (see Note 17).
 
NATURE OF BUSINESS
 
The Company's operations consist primarily of owning and acquiring general 
and limited partnership interests in multi-family rental housing properties 
principally in the United States. One of the Company's wholly owned 
subsidiaries, HPI, is a reinsurance company which reinsures certain risks 
associated with apartment properties in which the Company has an ownership 
interest. HPI's principal activity is the reinsurance of property and general 
liability risks for affiliated multi-family rental properties.

<PAGE>
                                       2
 
COMBINED FINANCIAL STATEMENTS
 
The combined financial statements include the accounts of the Company and
its subsidiaries and controlled affiliates. Investments in 50 percent or less
owned affiliates over which the Company has the ability to exercise significant
influence are accounted for using the equity method.
 
NHPI continues to provide services to the Company, and revenues and expenses
between the Company and NHPI both prior to and after the Transaction have not
been eliminated from the Company's revenues and expenses in the combined
financial statements. All material intercompany accounts and transactions have
been eliminated in consolidation.
 
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 at the 
date of the financial statements and reported amounts of revenues and expenses 
during the reporting period. Actual results could differ from those estimates.
 
REVENUE RECOGNITION
 
Mortgage finance revenues in 1994 and 1995 represent fees received for
providing asset management, loan servicing and other advisory services to owners
of discounted multi-family debt and real estate sold by the Resolution Trust
Corporation ("RTC"). These fees are recognized as services are rendered. The
Company is no longer providing these services and, thus, no revenues were
recognized in 1996, and no further revenues are anticipated.
 
Insurance premiums are recognized as revenue on a pro-rata basis over the
periods of the respective policies.
 
Interest on advances to real estate partnerships relates to loans made to
multi-family partnerships by the Company as general partner. Interest is paid by
the partnerships only to the extent distributable cash flow of the partnerships,
as defined, is available. Partnership administrative fees are earned for
providing administrative services to certain partnerships in which the Company
has an ownership interest. These fees are payable only to the extent
distributable cash flow of the partnership, as defined, is available. The
Company accrues interest on advances and partnership administration fees as they
are earned and establishes a reserve equal to the amount of accrued fees that
are not assured of being paid, which is equal to 100 percent of the fees that
are not currently paid.

<PAGE>
                                       3


Property owned by the Majority-Owned Partnerships (see below) is subject to 
numerous tenant leasing arrangements having initial terms of one year or 
less. Rental revenue is recognized on a straight-line basis over the term of 
the related lease.
 
REAL ESTATE, GENERAL PARTNER AND LIQUIDITY RISKS
 
Real property investments are subject to varying degrees of risk. The yields 
available from equity investments in real estate depend on the amount of 
income generated and expenses incurred. The Company's income and cash flows 
from the Majority-Owned Partnerships (see below) and its real estate equity 
investments may be adversely affected by the general economic climate, local 
conditions such as oversupply of apartments or a reduction in demand for 
apartments in the area, the attractiveness of the properties to tenants, 
competition from other available apartments, the ability of the properties' 
managers to provide adequate maintenance and insurance, and increases in 
operating costs (including real estate taxes). The Company's income and cash 
flows from the Majority-Owned Partnerships (see below) and its real estate 
investments would also be adversely affected if a significant number of 
tenants were unable to pay rent or apartments could not be rented on 
favorable terms. Certain significant expenditures associated with real 
property investments (such as debt service, real estate taxes and maintenance 
costs) generally are not reduced when circumstances cause a reduction in 
income from the investments. In addition, income and cash flows from 
properties and real estate values are also affected by such factors as 
applicable laws, including tax laws, interest rate levels and the 
availability of financing. The Company is the general partner in the majority 
of the entities in which the Company holds partnership interest. The Company 
generally does not consolidate entities in which it holds a general 
partnership interest but does not exercise significant control over the 
partnerships' operations, including the ability to sell the properties owned 
by the partnerships. Under the general principles of partnership law, a 
general partner in a limited partnership may, under certain circumstances, 
have liabilities beyond its original investment to third parties affiliated 
and doing business with the partnership.
 
Aside from cash flow generated by the Majority-Owned Partnerships, the 
Company's liquidity is dependent primarily on partnership distributions and 
proceeds from sales and refinancings of real estate owned by partnerships in 
which the Company has an equity investment.

<PAGE>
                                       4
 
INCOME TAXES
 
Because of its organizational structure, income taxes are recognized
differently for certain entities within the Company. The entities structured as
partnerships are not income tax paying entities and, accordingly, no provision
has been recorded for Federal or state income tax purposes. The partners are
individually responsible for reporting their share of taxable income on their
income tax returns. In the event of an examination of the partnerships' tax
returns by the Internal Revenue Service, the income tax liability of the
partners could be changed if an adjustment in the partnerships' income is
ultimately sustained by the taxing authorities.
 
The entities structured as corporations account for income taxes in
accordance with the requirements of Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes." Deferred taxes result from the
temporary differences between financial and income tax bases of assets and
liabilities. Deferred tax assets not projected to be recovered are reserved as
part of the deferred tax provision (see Note 12).
 
CASH AND CASH EQUIVALENTS
 
The Company considers all highly liquid investments with initial maturities 
of 90 days or less to be cash equivalents. Of the total cash and cash 
equivalents, $3,663,524 and $8,983,036 is held by and used in the operations 
of HPI as of December 31, 1995 and 1996, respectively, and $1,780,545 and 
$2,393,877 is held by and used in the operations of the Majority Owned 
Partnerships as of December 31, 1995 and 1996, respectively, and is not 
readily available for use by NHP Partners, Inc., and The National Housing 
Partnership.
 
INVESTMENTS IN SECURITIES
 
Investments, all of which are held by and used in the operations of HPI and 
are not readily available for use by NHP Partners, Inc. and the National 
Housing Partnership, are classified as available for sale under the terms of 
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity 
Securities" and are stated at market values. The net unrealized gain/loss in 
the value of investments is reflected as a separate component of 
shareholders' equity (deficit) and partners' capital (deficit), net. Gains 
and losses on investments are determined by specific determination.
 
INVESTMENT IN REAL ESTATE PARTNERSHIPS
 
The Company has ownership interest (generally 1-5 percent) in over 500 real 
estate partnerships (collectively, the "Partnerships," and individually, the 
"Partnership") which own multi-family apartment properties located in 
approximately 40 states, the District of Columbia and Puerto Rico. As of 
December 31, 1996, the Company also owns majority interests in fourteen real 
estate partnerships (primarily multi-family housing developments) which are 
consolidated for financial reporting purposes (collectively, the 
"Majority-Owned Partnerships"). Investment interests of 50 percent or less 
partnership interest are accounted for using the equity method of accounting. 
Accordingly, the Company reflects as income or expense its percentage 
ownership share in earnings or losses of each Partnership. Distributions 
received from the Partnerships are recorded as returns or reduction of 
investment. Contributions and loans are recorded as an increase in 
investment. For a complete list of partnerships and percentage interest, 
see Note 19.
 
<PAGE>
                                       5
Summarized financial information related to the Partnerships which the
Company accounts for under the equity method is as follows:
 
<TABLE>
<CAPTION>
                                                                      AS OF DECEMBER 31,
                                                             ------------------------------------
                                                                  1995                 1996
                                                                  -----                -----
<S>                                                           <C>                   <C>
Real estate..............................................    $2,102,321,581        $2,063,124,556
Other assets.............................................       503,485,989           501,173,084
                                                             --------------        --------------
    Total assets.........................................    $2,605,807,570        $2,564,297,640
                                                             --------------        --------------
Mortgage and other debt..................................    $2,550,764,702        $2,615,679,029
Other liabilities........................................       125,348,481           136,778,798
Partners' deficit........................................       (70,305,613)         (188,160,187)
                                                             --------------        --------------
    Total liabilities and partners' deficit..............    $2,605,807,570        $2,564,297,640
                                                             --------------        --------------
                                                             --------------        --------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                           -----------------------------------------------------
                                                 1994               1995               1996
                                                 -----              -----              -----
<S>                                        <C>                  <C>                <C>
Total revenues............................   $481,901,640        $567,201,062       $620,111,773
                                             ------------        ------------       ------------
Depreciation expense......................     65,545,844          80,911,764         93,308,263
Interest expense..........................    142,022,848         169,500,614        186,889,750
Other operating expense...................    295,921,264         339,604,643        387,650,571
Provision for write-down of assets to
   estimated net realizable value.........      8,793,900              --             42,308,617
                                             ------------        ------------       ------------
Loss before extraordinary item............    (30,382,216)        (22,815,959)       (90,045,428)
                                             ------------        ------------       ------------
Extraordinary gain........................        --                1,381,444         10,512,640
                                             ------------        ------------       ------------
Net loss..................................   $(30,382,216)       $(21,434,515)      $(79,532,788)
                                             ------------        ------------       ------------
                                             ------------        ------------       ------------
</TABLE>
 
The Company recognizes a gain or loss on disposition of real estate 
investments when a Partnership interest is sold or when the underlying assets 
of a Partnership are disposed of and the Partnership is subsequently 
dissolved. In accordance with the provisions of SFAS No. 66, "Accounting for 
Sales of Real Estate," any gain on disposition is recognized after a sales 
contract is executed, the transaction meets the conditions of a sale, legal 
title passes, and the buyer has made a substantial financial commitment to 
pay for the property. Losses are recognized when deemed probable.
 
LAND, BUILDINGS AND FURNITURE, FIXTURES AND EQUIPMENT, NET
 
Land, buildings and furniture, fixtures and equipment relate to those
Partnerships in which the Company has a majority interest. Additions are
recorded at cost and include all major renewals and betterments. Maintenance,
repairs, and minor replacements are expensed as incurred.
 
Depreciation of buildings is computed using the straight-line method,
assuming varying useful lives ranging from 27.5 to 50 years. Furniture, 
fixtures and equipment are depreciated using an accelerated method, assuming 
estimated useful lives of three to ten years.
 
<PAGE>
                                       6
DEFERRED FINANCING COSTS
 
Certain costs of obtaining the financing arrangements of the Majority-Owned
Partnerships described in Note 6 have been capitalized and are amortized as
interest expense using the straight-line method, which approximates the
effective interest method, over the appropriate debt term. Deferred financing
costs, net of accumulated amortization of $683,000 and $999,000, were $1,537,000
and $1,332,000 as of December 31, 1995 and 1996, respectively, and are included
in deposits and deferred costs on the accompanying combined balance sheets.
 
INSURANCE CLAIMS AND LOSS RESERVES
 
The insurance claims and loss reserves and the related provision include
estimates for losses incurred but not reported as well as losses pending
settlement. The reserve is based upon management's best estimates, loss
adjusters' evaluations and actuarial determinations and, in the opinion of
management, such reserve is adequate. Future adjustments to the amounts recorded
at December 31, 1996, resulting from the continual review process as well as
differences between estimates and ultimate payments will be reflected in income
in future years when such adjustments become known. The Company reinsures
certain of its risks with an unrelated insurance entity. Reinsurance does not
relieve the Company of it liabilities under the original policies, however, in
the opinion of management, the Company's reinsurer is sound and any potential
exposure for non-payment is minimal.
 
IMPLEMENTATION OF NEW ACCOUNTING STANDARD
 
The Financial Accounting Standards Board has issued SFAS No. 121, "Accounting 
for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed 
Of," which requires the adjustment of the carrying value of long-lived assets 
and certain intangibles, if their value is determined to be impaired as 
defined in the standard. The Company adopted SFAS No. 121 as of January 1, 
1996. The adoption of this statement did not have a material effect on the 
Company's financial position or results of operations.
 
As illustrated above, for the year ended December 31, 1996, certain of the 
Partnerships recorded a provision to write-down land, buildings and 
improvements to their estimated net realizable value, which is reflected in 
the statement of operations of each Partnership for the year ended December 
31, 1996. The Company's share of this write-down, based on its appropriate 
percentage interest, has been included in equity in real estate partnership 
investment income (losses), net, on the accompanying combined statements of 
operations.
 
RECLASSIFICATIONS

Certain 1994 and 1995 amounts have been reclassified to conform with the 1996 
presentation.

<PAGE>
                                       7

2. INVESTMENTS IN SECURITIES:
 
The amortized cost, gross unrealized gains, gross unrealized losses and
market value of investments available for sale, by category, as of December 31,
1995 and 1996, for HPI are as follows:

<TABLE>
<CAPTION>
                                                                      1995
                                             -------------------------------------------------------
                                                                GROSS         GROSS
                                               AMORTIZED      UNREALIZED   UNREALIZED      MARKET
                                                  COST          GAINS        LOSSES        VALUE
                                             --------------  ------------  -----------  ------------
<S>                                          <C>             <C>           <C>          <C>
U.S. Government............................   $  5,451,983    $ 176,217      $  (231)    $  5,627,969
Equity securities..........................      2,182,008      525,327          --         2,707,335
                                              --------------  ------------  -----------  ------------
                                              $  7,633,991    $ 701,544      $  (231)    $  8,335,304
                                              --------------  ------------  -----------  ------------
                                              --------------  ------------  -----------  ------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                      1996
                                             -------------------------------------------------------
                                                                GROSS         GROSS
                                               AMORTIZED      UNREALIZED   UNREALIZED      MARKET
                                                  COST          GAINS        LOSSES        VALUE
                                             --------------  ------------  -----------  ------------
<S>                                          <C>             <C>           <C>          <C>
U.S. Government............................   $  3,959,454     $  37,039    $  (9,778)   $ 3,986,715
Equity securities..........................        695,188       333,972       (8,751)     1,020,409
                                             --------------  ------------  -----------  ------------
                                              $  4,654,642     $ 371,011    $ (18,529)   $ 5,007,124
                                             --------------  ------------  -----------  ------------
                                             --------------  ------------  -----------  ------------
</TABLE>
 
    The contractual maturity dates of investments available for sale as of
December 31, 1996 are:
 
<TABLE>
<CAPTION>
                                                                    AMORTIZED       MARKET
MATURITY                                                              COST          VALUE
- ------------                                                       ------------   ---------
<S>                                                                 <C>           <C>
Due in one year or less...........................................  $         --  $         --
Due after one year through five years.............................     3,959,454     3,986,715
Equity securities.................................................       695,188     1,020,409
                                                                    ------------  ------------
                                                                    $  4,654,642  $  5,007,124
                                                                    ------------  ------------
                                                                    ------------  ------------
</TABLE>
 
Proceeds from sales/maturities of investments were $0, $957,012 and
$3,295,994 for the years ended December 31, 1994, 1995 and 1996, respectively.
Gross realized gains were $0, $48,027 and $513,842 for the years ended December
31, 1994, 1995 and 1996, respectively. Gross realized losses were $0, $17,204
and $29,006 for the years ended December 31, 1994, 1995 and 1996, respectively.
The change in net unrealized gain on investment was a decrease of $78,746 in
1994, an increase of $780,059 in 1995, and a decrease of $348,831 in 1996.

<PAGE>
                                       8
 
3. NOTES RECEIVABLE:
 
Notes receivable as of December 31, 1995 and 1996, consist of the following:
 
<TABLE>
<CAPTION>
                                                                       1995           1996
                                                                   -------------  ------------
<S>                                                                <C>            <C>
Collateralized Notes.............................................  $  13,511,219  $  5,465,600
Oxford Notes.....................................................      4,000,000     4,000,000
                                                                   -------------  ------------
                                                                   $  17,511,219  $  9,465,600
                                                                   -------------  ------------
                                                                   -------------  ------------
</TABLE>
 
The Company accounts for Notes Receivable in accordance with the provisions
of SFAS No. 114 "Accounting By Creditors for Impairment of a Loan" and SFAS No.
118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures."

COLLATERALIZED NOTES
 
In connection with the syndication or sale of interests in several real 
estate partnerships, either to investors or to other purchasers, the Company 
received notes receivable secured by the partnership interests and cash flow 
from the partnerships (the "Collateralized Notes"). The Collateralized Notes, 
carried on the Company's balance sheet at $13.5 million and $5.5 million at 
December 31, 1995 and 1996, respectively, have an aggregate face value of 
approximately $21.4 million and $17.8 million at December 31, 1995 and 1996, 
respectively, and are due between 1997 and 1999, with an earlier maturity if 
the underlying real estate is sold. No principal or interest payments are due 
prior to maturity, and interest is to accrue at rates ranging from 9.0 
percent to 12.0 percent per annum. As these notes are considered impaired, 
the Company is currently not accruing interest income. During 1995 and 1996, 
$0 and $2.8 million, respectively, was collected on the Collateralized Notes. 
The Company has determined, on the basis of an analysis and valuation of the 
affordable multifamily housing projects which secure the Collateralized 
Notes, that as of December 31, 1996, the net present value of the 
Collateralized Notes is $5.5 million. Accordingly, in 1996, the Company 
recorded a $5.2 million write-down for the Collateralized Notes (reported as 
write-down of notes receivable on the combined statements of operations). 
Additional Collateralized Notes, which were previously recorded as zero value 
by the Company, have been determined to have a net present value of $3.6 
million. No write-up in value was recorded for these Collateralized Notes.
 
OXFORD NOTES
 
In connection with the 1993 acquisition of management rights from Oxford
Development Corporation ("Oxford"), the Company was assigned two notes
receivable secured by the cash flow from approximately 170 Oxford-owned real
estate partnerships (the "Oxford Notes"). The Oxford Notes, carried on the
Company's balance sheet at $4.0 million, have a face value of $33.0 million and
are payable primarily from proceeds generated by refinancing or sale of the
underlying properties. The Oxford Notes bear interest at a rate of 10 percent
per annum, compounded quarterly, and are due in December 2001. As these notes
are considered impaired, the Company is currently not accruing any interest
income relating to the Oxford notes. The value of these notes has been
discounted from face value based on the estimated expected future cash flows
from the notes.

<PAGE>
                                       9
 
4. LAND, BUILDINGS AND FURNITURE, FIXTURES AND EQUIPMENT, NET:
 
Land, buildings and furniture, fixtures and equipment represent the
residential real estate owned by the fourteen Majority-Owned Partnerships
(fifteen in 1995), located in ten states, and are collateral for the mortgages
payable described in Note 6.
 
Land, buildings and furniture, fixtures and equipment as of December 31,
1995 and 1996, consist of the following:
 
<TABLE>
<CAPTION>
                                                                    1995            1996
                                                               --------------  --------------
<S>                                                            <C>             <C>
Land.........................................................  $   13,207,340  $   11,572,845
Buildings and equipment......................................     122,776,469     117,814,242
Furniture, fixtures, and equipment...........................       7,245,874       6,572,922
                                                               --------------  --------------
                                                                  143,229,683     135,960,009
Accumulated depreciation.....................................     (27,830,976)    (30,039,169)
                                                               --------------  --------------
Net..........................................................  $  115,398,707  $  105,920,840
                                                               --------------  --------------
                                                               --------------  --------------
</TABLE>

5. NOTES PAYABLE:
 
Notes payable as of December 31, 1995 and 1996, consist of the following:
 
<TABLE>
<CAPTION>
                                                                        1995          1996
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Hall Financial Group..............................................  $  1,050,646  $         --
Shareholders......................................................     1,130,532            --
Majority-Owned Partnerships-deferred acquisition notes............     1,080,278     1,080,278
                                                                    ------------  ------------
                                                                    $  3,261,456  $  1,080,278
                                                                    ------------  ------------
                                                                    ------------  ------------
</TABLE>
 
In connection with a February 1995 transaction in which the Company acquired
an interest in an entity which purchased 32 properties from Hall Financial
Group, Inc. ("Hall"), the Company issued a $4,179,000 note payable to Hall. The
note's interest rate was 10 percent per annum, payable quarterly. One of the
quarterly principal and interest payments to Hall was funded by the Company's
shareholders, resulting in a $1,130,532 note payable to shareholders, with
interest at 15 percent per annum. These notes were paid in full in 1996.
 
The Majority Owned Partnerships' deferred acquisition notes consist of two
notes: 1) an $800,000 note, with related accrued interest of $834,629 recorded
as accrued interest payable, accruing interest at 10 percent per annum and due
upon the earlier of the sale, transfer, or refinancing of the related property,
or December 27, 1999, and 2) a $280,278 note, with related accrued interest of
$367,489 recorded as accrued interest payable, accruing interest at 10 percent
per annum and $280,278 due on August 1, 1997. The note can be extended to August
1, 1999, with payment of an extension fee of $3,449 per annum to the
noteholders. Management intends to continue paying the extension fee to the
noteholder to further extend the note's maturity date.

<PAGE>

                                    -10-


6. MORTGAGES PAYABLE:
 
    The Majority Owned Partnerships have entered into various mortgage
agreements. These are obligations of the partnerships and are non-recourse to
the general partner unless otherwise disclosed. The lender and related terms of
the mortgage notes are as follows:
 
<TABLE>
<CAPTION>
                 LENDER AND TERMS                                  1995            1996
- -------------------------------------------------------------  --------------  --------------
<S>                                                            <C>             <C>
Multiple Investor Fund Realty L.P. bearing interest at a rate
  of 8.24 % per annum, payable monthly, as amended during
  1996 maturing November 14, 1998, and can be extended to
  November 14, 2001, with the payment of a $50,000 extension
  fee. Although the fee has not been paid as of December 31,
  1996, it is the intention of management to extend the note
  to November 14, 2001. The note is secured by a deed of
  trust on the rental property...............................     $ 7,520,383     $ 8,000,000

U.S.G.I., Inc. bearing interest at the rate of 7.5% per
  annum. Principal and interest is payable in monthly
  installments of $12,622 until August 2018 when all unpaid
  principal amounts are due. The note is secured by a deed of
  trust on the rental property...............................       1,648,638       1,619,845

First Trust Savings Bank bearing interest at the rate of 7.0%
  per annum. Principal and interest is payable in monthly
  installments of $4,885 until May 2014 when all unpaid
  principal amounts are due. The note is secured by a deed of
  trust on the rental property...............................         600,304         583,162

FHA bearing interest at the rate of 3% per annum. Principal
  and interest is payable in monthly installments of $1,500
  until 2010 when all unpaid principal amounts are due. The
  note is secured by a deed of trust on the rental
  property...................................................         210,450         198,602

Prudential Insurance Company of America bearing interest at
  the rate of 9.5% per annum. Principal and interest is
  payable in monthly installments of $181,632 until May 1,
  1997 (subsequently extended by a forebearance agreement to
  August 1, 1997) when all unpaid principal amounts are due.
  It is the intention of management to pursue negotiations
  for the refinancing of the property with the current lender.
  If a refinancing does not occur, the underlying property
  will be sold. The note is secured by a deed of trust on the
  rental property............................................      21,029,846      20,839,968

</TABLE>
<PAGE>

                                      -11-


<TABLE>
<CAPTION>
LENDER AND TERMS                                                    1995            1996
- -------------------------------------------------------------  --------------  --------------
<S>                                                            <C>             <C>
Prudential Insurance Company of America bearing interest at
  the rate of 8.5% per annum through March 1996. Thereafter,
  interest is at the rate of 10% per annum until repayment of
  the note. Interest only is payable in monthly installments
  until November 2018 when all unpaid interest and principal
  amounts are due. Any unpaid amounts subsequent to November
  2018 will accrue interest at the rate of 18% per annum. The
  National Housing Partnership, the general partner, has 
  entered into a guarantee agreement which guaranteed all 
  required payments of principal and interest. This agreement 
  expires the earlier of (i) the property meeting certain 
  operating income levels, or (ii) anytime after May 1, 1994 
  if a specified payment of $1,650,000 is made to the mortgagee,
  the property is deeded over to Property Capital Trust and
  certain other conditions are met. As of December 31, 1996,
  the guarantee is still in place. This note has been secured
  by a second deed of trust on the rental property...........     $ 7,540,000     $ 7,540,000

GMAC with various properties bearing interest from 7-8.5% per
  annum. Principal and interest is payable in monthly
  installments until dates from March 2011 to February 2016,
  at which time all unpaid principal amounts are due. The
  notes are secured by a deed of trust on the rental
  properties.................................................       3,129,885       3,042,899

Community Investment Corporation bearing interest at the rate
  of 7.25% per annum until February 1996, when the interest
  rate was adjusted to 8.0% per annum and is adjustable at
  three years intervals beginning February 1996. At each
  adjustment period, the interest rate shall be set at 2.5%
  over the yield on 3-year treasury notes. Principal and
  interest is payable in monthly installments of $12,801
  until December 2013 when all unpaid principal amounts are
  due. The note is collateralized by the property and
  assignment of leases and rents.............................       1,638,956       1,615,412

City of Chicago bearing interest at 0%. Principal is payable
  in monthly installments of $500 until December 2013 when
  all unpaid principal amounts are due. The note is
  collateralized by the property and assignment of leases and
  rents......................................................       6,099,050       6,190,951

Illinois Housing Authority bearing interest at the rate of 1%
  per annum and a maturity date of January 1, 2014. No
  principal and interest payments for the first 18 months,
  only interest due for the next 60 months and principal and
  interest thereafter. The note is collateralized by the
  property and assignment of leases and rents................         478,133         478,133

Affordable Housing Program Grant bearing interest at 0% and a
  maturity of January 14, 2014. At the maturity date, the
  loan becomes a grant if all provisions are met.............         250,000         250,000

Lincoln National Bank bearing interest at the rate of
  9.25% per annum. Principal and interest is payable in
  monthly installments of $145,585 until August 2018 when all
  unpaid principal amounts are due...........................      16,547,441      16,321,644
</TABLE>
<PAGE>

                                    -12-
<TABLE>
<CAPTION>


LENDER AND TERMS                                                    1995            1996
- -------------------------------------------------------------  --------------  --------------
<S>                                                            <C>             <C>
General Electric Capital Corporation bearing interest at a
  variable rate equal to 3.1% per annum above the "GECC
  Composite Commercial Paper Rate," which at December 31,
  1995 was 5.83%. The note matured on June 24, 1995. GECC
  agreed to allow the partnership to repay the debt through
  sale proceeds, which was paid in full during 1996..........    $  6,305,730    $     --

Kidder Peabody Mortgage Capital Corporation bearing interest
  at the rate of 9.31% per annum. Principal and interest is
  payable in monthly installments of $210,000 until May 2000
  when all unpaid principal amounts are due. The note is
  secured by the deed of trust on the property...............      25,700,428      25,511,720

Patrician Mortgage Company bearing interest at the rate of
  8.75% per annum. Principal and interest are payable in
  monthly installments of $59,829 until 2029 when all unpaid
  principal amounts are due. The note is secured by a deed of
  trust on the rental property...............................       7,775,546       7,736,412

Demeter Holdings Corporation ("Demeter"), a majority
  shareholder/ partner of the Company at December 31, 1996,
  non-recourse note bearing interest, payable quarterly, at a
  rate that increases from 9% (as of December 31, 1996) to
  14% per annum over its term. The property securing this
  note was sold in January 1997, and the note obligation was
  satisfied. See Note 16 -- Subsequent Events.... ...........      11,000,000      11,000,000

D.R. Trust bearing interest at the rate of 5% per annum.
  Principal and interest is payable in monthly installments
  of $1,589 until June 1997 when all unpaid interest and
  principal is due...........................................         289,594         286,245
                                                                -------------    ------------
                                                                 $117,764,384    $111,214,993
                                                                 ------------    ------------
                                                                 ------------    ------------
</TABLE>

The mortgages payable principal repayment schedule as of December 31, 1996,
is as follows:
 
      YEAR ENDED                                       PRINCIPAL
     DECEMBER 31,                                         DUE
    -------------                                    -------------
         1997....................................    $  21,811,469
         1998....................................       11,747,356
         1999....................................          815,243
         2000....................................       25,454,373
         2001....................................        8,689,090
   Thereafter....................................       42,697,462
                                                     -------------
                                                     $ 111,214,993
                                                     -------------
                                                     -------------
 
Under various agreements with the above lenders, the properties are required
to make monthly escrow deposits for taxes, insurance and replacement of project
assets, and are subject to restrictions as to operating policies, rental
charges, operating expenditures, and distributions to partners.
 
<PAGE>

                                     -13-


7. DEFERRED REVENUE AND GAINS:
 
Included in deferred revenue and gains is $1,459,395 and $1,437,933 as of
December 31, 1995 and 1996, respectively, related to a sale-leaseback agreement
in which a Majority Owned Partnership sold land to Property Capital Trust
("PCT") and leased it back for a 75-year period ending December 31, 2064. The
land sale was accounted for by the partnership as a sale-leaseback, and the
original gain of $1,609,629 was deferred and is amortized over the 75-year lease
term.
 
8. INSURANCE REVENUES:
 
HPI limits its losses by reinsuring its general liability policy with other
insurance companies. For the current underwriting year, under the general
liability policy, HPI assumes losses of $250,000 per occurrence and reinsures
losses in the 1996 policy year in the amount of $2,000,000 in excess of an 
aggregate of $4,500,000 (1995 policy year--$3,000,000 in excess of an 
aggregate of $2,700,000).
 
HPI's property policy and workers' compensation policy are accounted for 
on a deposit basis of accounting. Under the property policy, HPI assumes 
losses of $250,000 per occurrence up to an annual aggregate of $3,000,000 in 
1996/1997 policy year ($2,500,000 in 1995/1996 policy year). Under the 
workers' compensation policy (which was in place in 1996 only), HPI assumes 
losses of $250,000 per occurance up to an annual aggregate of $3,016,000. All 
losses in excess of these amounts are reinsured. Premiums received exceed the 
aggregate, thus the premiums received for the property policy are accounted 
for as a deposit payable and are reduced by losses paid. The difference 
between the premiums received and the maximum liability for losses, is 
recognized on a pro-rata basis over the policy period.
 
9. INSURANCE CLAIMS AND LOSS RESERVE:
 
Activity in the insurance claims and loss reserves and insurance claims
expense account is summarized as follows:
 
                                                 1995           1996
                                             -------------  -------------
Balance, beginning of year.................  $  11,421,900  $  15,113,683
  Less-- Losses recoverable................      3,273,829      4,522,215
                                             -------------  -------------
Net balance, beginning of year.............      8,148,071     10,591,468
                                             -------------  -------------
Incurred related to:
  Current year.............................      2,741,164      4,007,188
  Prior years..............................       (285,033)       (36,002)
                                             -------------  -------------
    Total incurred.........................      2,456,131      3,971,186
                                             -------------  -------------
Paid related to:
  Current year.............................        388,442        387,348
  Prior years..............................      2,394,947      3,362,203
                                             -------------  -------------
    Total paid.............................      2,783,389      3,749,551
                                             -------------  -------------
Net balance, end of year...................      7,820,813     10,813,103
  Plus losses recoverable..................      4,522,215      4,989,950
                                             -------------  -------------

<PAGE>

                                     -14-


Reserve for losses, end of year............     12,343,028     15,803,053
Change in losses payable...................        935,737       (767,114)
Change in insurance balances payable.......        340,941        174,277
Change in deposits held under 
       reinsurance contracts...............      1,493,977        457,367
                                             -------------  -------------
Balance, end of year.......................  $  15,113,683  $  15,667,583
                                             -------------  -------------
                                             -------------  -------------
 
As a result of changes in estimates of insured events in prior years, the
insurance claims and loss reserves and expense (net of reinsurance recoveries of
$669,154, $1,248,386 and $467,735, for the years ended December 31, 1994, 1995
and 1996, respectively) increased by $619,745 and decreased by $285,033 and
$36,002 for the years ended December 31, 1994, 1995 and 1996, respectively. No
additional premiums are due as a result of prior year effects.
 
10. CONCENTRATION AND CREDIT RISKS:
 
Several properties owned by the Majority-Owned Partnerships and a
substantial portion of the properties and units of the Partnerships as of
December 31, 1996, are affordable properties and units. A substantial portion of
the affordable properties were built or acquired with the assistance of programs
administered by the United States Department of Housing and Urban Development
("HUD") that provide mortgage insurance, favorable financing terms, or rental
assistance payments to the owners. As a condition to the receipt of assistance
under these and other HUD programs, the properties must comply with various HUD
requirements including limiting rents on these properties to amounts approved by
HUD. For the past several years, various proposals have been advanced by HUD,
the Congress and others proposing the restructuring of Section 8 of the United
States Housing Act of 1937 ("Section 8"). These proposals generally seek to
lower subsidized rents to market levels and to lower the required debt service
costs as needed to ensure financial viability at the reduced rents, but vary
greatly as to how that result is to be achieved. Some proposals include a
phase-out of project-based subsidies on a property-by-property basis upon
expiration of a property's Housing Assistance Payments Contract ("HAP
Contract"), with a conversion to a tenant-based subsidy. Under a tenant-based
system, rent vouchers would be issued to qualified tenants who then could elect
to reside at a property of their choice, provided the tenant has the
financial viability to pay the difference between the selected property's
monthly rent and the value of the voucher, which would be established based on
HUD's regulated fair market rent for that geographic area.
 
Congress has not yet accepted any of these restructuring proposals and
instead has elected to renew expiring Section 8 HAP Contracts for one year
terms, generally at existing rents. While the Company does not believe that the
proposed changes would result in a significant number of tenants relocating,
there can be no assurance that the proposed changes would not significantly
affect the Company or the Partnerships. Furthermore, there can be no assurance
that changes in federal subsidies will not be more restrictive than currently
proposed or that other changes in policy could occur. Any such changes could
have an adverse effect on the Company's occupancy rates and revenues of the
Company's majority owned properties and or properties in which this Company has
an ownership interest.
<PAGE>

                                      -15-


HPI is party to financial instruments with concentration and credit risks.
These financial instruments include cash and cash equivalents, deposits with
ceding insurers and investments. As of December 31, 1996, significant cash and
cash equivalents are on deposit at two financial institutions. The deposit with
one ceding insurer is held as collateral under reinsurance agreements to pay for
losses arising under those agreements. Losses recoverable are due from one
insurer. Approximately 80 percent of the investment in securities as of December
31, 1996, were held in U.S. Treasury notes. HPI's investment portfolio does not
contain any other security issued by a single insurer that exceed 5 percent of
HPI's total investments. Credit risk arises from the failure of the counterparty
to perform according to the terms of a contract. The Company does not require
collateral or other security to support financial instruments with credit risk.
 
11. INSURANCE STATUTORY CAPITAL AND SURPLUS:
 
HPI is registered under the Bermuda Insurance Act of 1978 and Related
Regulations (the "Act") and is obliged to comply with various provisions of the
Act regarding solvency and liquidity. These provisions have been met and the
required capital and surplus as of December 31, 1995 and 1996, is approximately
$782,000 and $842,000, respectively. HPI's actual statutory capital and surplus
as of these dates is approximately $4,489,000 and $3,861,000.
 
12. INCOME TAXES:
 
Because of its organizational structure, income taxes are recognized 
differently for certain entities within the Company. The entities structured 
as partnerships are not income tax paying entities; the partners are 
individually responsible for reporting their share of the Partnership's 
taxable income on their income tax returns. NHP Partners, Inc. files a 
combined Federal income tax return which includes the accounts of HPI and 
other subsidiaries and in some states files combined tax returns. Prior to 
the Transaction, the tax paying entities were included in the combined 
Federal income tax return of NHPI. At December 31, 1994 NHPI had combined net 
operating loss carryforwards ("NOLs") of approximately $140 million. In 
connection with the Transaction, NOLs relating primarily to losses of the 
Real Estate Companies of approximately $60 million were utilized by NHPI and 
the remaining NOLs were allocated between NHPI and the Company.
 
At the present time no income, profit, capital, or capital gain taxes are
levied in Bermuda and accordingly, no provision for such taxes has been recorded
by HPI. In the event that such taxes are levied, the Company has received an
undertaking from the Bermuda Government exempting it from all such taxes until
March 28, 2016.
 
On a combined basis, NHP Partners, Inc. reports no provision or benefit for 
income taxes primarily because of NOLs generated in prior years which result 
largely from partnership losses. A valuation allowance equal to the net 
deferred tax asset reflects the uncertainty, on a combined basis, of 
realizing these benefits in future years.
 
The following table summarizes the combined tax effect related to the 
Company's NOLs, temporary book-tax differences and the valuation allowance as 
of December 31, 1995 and 1996. The Company's NOLs expire through 2011.
 
<PAGE>

                                    -16-


                                             1995            1996
                                         ------------    -----------
Deferred tax assets:
  Net operating loss carryforwards.....   $ 3,298,000    $ 7,163,000
  Accrued lease liability..............     6,522,800      5,116,838
                                          -----------    -----------
Total deferred tax assets..............     9,820,800     12,279,838
                                          -----------    -----------
                                          -----------    -----------
Deferred tax liabilities:
  Investments in real estate
    partnerships.......................     6,533,993      3,302,735
  Allowance for loan losses............     1,200,000      1,230,000
  Other temporary differences between
    book and tax.......................       834,552        971,759
                                          -----------    -----------
Total deferred tax liabilities.........     8,568,545      5,504,494
                                          -----------    -----------
Valuation allowance for net deferred
  tax assets...........................    (1,252,255)    (6,775,344)
                                          -----------    -----------

Net deferred tax asset.................   $    --        $     --
                                          -----------    -----------
                                          -----------    -----------
 
A reconciliation of income tax expense attributable to the Company computed 
at the statutory Federal and state rates to the provision for income taxes 
included in the combined statements of operations is as follows:

<TABLE>
<CAPTION>

                                                       YEAR ENDED DECEMBER 31,
                                             -----------------------------------------
                                                1994          1995           1996
                                             ----------    -----------    -----------
<S>                                          <C>           <C>            <C>

Federal income tax provision (benefit) at
  the Federal statutory rate--34% in 1994
  and 1995, 35% in 1996...................   $2,546,474     $(269,943)    $(1,706,250)
State income tax provision (benefit), net
  of Federal income tax benefit--6%.......      449,378       (47,637)       (292,500)
Change in net deferred tax asset..........   (1,528,885)   20,400,630      (3,524,339) 
Change in valuation allowance for net
  deferred tax asset......................   (1,466,967)  (20,083,050)       5,523,089 
                                             -----------   ------------   ------------
Provision for income taxes................   $    --        $   --         $   --
                                             -----------   ------------   ------------
                                             -----------   ------------   ------------

</TABLE>

The components of the provision for income taxes attributable to the Company 
for 1994, 1995 and 1996 are summarized as follows:

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

     Current provision (benefit)............   $2,413,348    $(483,585)     $(2,259,309)
     Deferred provision (benefit)...........      582,504      166,005          260,559
     Change in net deferred tax asset.......   (1,528,885)  20,400,630       (3,524,339)
     Change in valuation allowance for net
       deferred tax asset...................   (1,466,967) (20,083,050)       5,523,089
                                               ----------    -----------    -----------
     Provision for income taxes.............   $      --     $     --       $      --
                                               ----------    -----------    -----------
                                               ----------    -----------    -----------

</TABLE>


13. RELATED PARTY TRANSACTIONS:
 
NHPI, through its wholly owned subsidiary NHP Management Company ("NHPMC"),
is the property management agent for a majority of the real estate partnerships
in which the Company has an interest. As of December 31, 1996, certain parties
owning approximately 60 percent of the voting common stock of NHPI also own,
through other corporations and partnerships, 100 percent of NHP Partners, Inc.,
and The National Housing Partnership.
 
During 1994, 1995 and 1996, the personnel working at the Majority-Owned
Partnerships properties and other properties that are managed by NHPMC and
owned by Partnerships in which the Company has an interest, were employees of
NHPI. NHPI is reimbursed for actual salaries and related benefits. In addition,
NHPMC received fees for its services as management agent equal to a set
percentage of revenues of the various properties. The various properties also
pay NHPI or its subsidiaries certain fees for other services provided, such as
risk management services and membership in a group discount purchasing
organization. NHPMC received $1,731,266, $1,691,651 and $1,671,809, in fees for
management and other services provided to the Majority-Owned Partnerships in
1994, 1995 and 1996, respectively.
 
In connection with the Transaction, the Company entered into a series of
agreements with NHPI, which establish an ongoing relationship between NHPI and
the Company. These agreements include:


<PAGE>

                                    -17-


- --  The Master Property Management Agreement which requires 1) selection of
    NHPI as property manager for properties in which the Company has controlling
    interest, subject to certain conditions, for an initial period of 25 years
    beginning in 1995, and 2) payment of a management termination fee to NHPI if
    the Company disposes of certain properties managed by NHPI;
 
- --  The Services Agreement and Cost Allocation Agreement providing that the
    Company, which has no employees, reimburses NHPI (at NHPI's cost) for
    certain services provided to the Company.  Reimbursements to NHPI under such
    agreements amounted to $3,128,000, $4,149,000 and $4,598,000 in 1994, 
    1995 and 1996, respectively.
 
The Company had a liability of $3,172,029 and $1,122,915, payable to NHPI as 
of December 31, 1995 and 1996, respectively. Of this liability, $2,058,984 
and $44,576, related to services provided to the Company by NHPI and other 
borrowings by NHP Partners, Inc., to fund periodic cash requirements, as of 
December 31, 1995 and 1996, respectively. NHPI's credit agreement with a 
group of banks permits NHPI to advance up to $7,500,000 to NHP Partners, 
Inc., for operating activities. The credit agreement further permits NHPI to 
advance up to an additional $10,000,000 to NHP Partners, Inc., for purposes 
of acquiring interests in multifamily residential housing properties in order 
that NHPI may obtain rights to manage those properties. Advances under these 
agreements accrue interest at prime rate plus 100 basis points per annum, 9.5 
percent and 9.25 percent, as of December 31, 1995 and 1996, respectively. No 
advances have been made or are outstanding under the $10,000,000 provision.  
Interest paid to NHPI under this agreement was $0, $26,151 and $143,550 in 
1994, 1995 and 1996, respectively. Also included in the December 31, 1995 and 
1996, payable to NHPI is $975,103 which relates to certain escrow deposits 
(reported as deposits and deferred costs) which, when received by the 
Company, will be paid to NHPI.
 
Demeter, a shareholder/partner of the Company at December 31, 1996, paid
$7.5 million to purchase, from an unrelated party, an $11 million non-recourse
note made by the Capital Group I Limited Partnership ("Capital Partnership"),
one of the Majority Owned Partnerships. The note matures February 28, 1998,
bears interest, payable quarterly, at a rate which increases from 9 percent (the
current rate) to 14 percent per annum over its term. The note may be repaid at
any time. Upon such prepayment, including prepayment due to default and
acceleration, Capital Partnership must pay the lesser of the outstanding balance
of principal and interest or such amount as will provide Demeter with a 25
percent internal rate of return on its $7.5 million purchase price. NCHP has a
limited conditional guaranty in the amount of approximately $2.3 million plus
future interest, fees and obligations of Capital Partnership to fund operating
expenses. This conditional guaranty is only triggered if Capital Partnership
files for bankruptcy petition or takes similar voluntary insolvency-related
actions or if Capital Partnership takes any action to impede Demeter's efforts
to foreclose on the loan or to realize on the note security. In January 1997,
the property securing this note was sold and the note obligation repaid. See
Note 16, Subsequent Events.
 
In connection with the Transaction as described in Note 1, the shareholders
of the Company agreed to provide a line of credit to the Company in an
aggregate amount of $5.5 million, to be available for a period of three years
from the date of the Transaction (August 1998). This line of credit will be
available to satisfy specific obligations of the Company to NHPI and, with the
consent of NHPI, for other uses. There were no borrowings under this line of
credit as of December 31, 1995 or 1996.
 
<PAGE>


                                     -18-

14. COMMITMENTS AND CONTINGENT LIABILITIES:
 
LEASES
 
The Company is party to an office lease in Washington, D.C. that expires 
in October 2001. The space, which had served as corporate headquarters for 
NHPI, has been vacated by the Company and is either sublet to various 
subtenants or is available for sublease. An accrued lease liability was 
established in 1991 representing the estimated future payments less the 
estimated future receipts from the subtenants. The liability entails various 
estimates of future sublease receipts as well as buildout, leasing 
commissions, professional fees and other costs related to subleasing space. 
To the extent subtenant lease receipts or costs related to subleasing the 
space vary from amounts originally estimated, the difference will be 
reflected in expense for those years when such amounts become known. Such 
difference resulted in a $1.2 million decrease in the estimated liability in 
1996 which was accounted for as a reduction of other general and 
administrative expenses in the accompanying combined statements of operations.
 
Future cash commitments and sublease rental income on executed leases, as of
December 31, 1996, which expire between 1997 and 2001 and have initial or
remaining noncancelable lease terms in excess of one year, are as follows:
 
                 YEAR ENDED         LEASE        SUBLEASE
                DECEMBER 31,     COMMITMENTS      INCOME
               ---------------  -------------  -------------
               1997...........   $ 4,828,000    $ 2,035,000
               1998...........     4,973,000      2,436,000
               1999...........     5,173,000      2,464,000
               2000...........     5,321,000      2,468,000
               2001...........     4,126,000      1,854,000
                                 -----------    -----------
                                 $24,421,000    $11,257,000
                                 -----------    -----------
                                 -----------    -----------
 
The Company has two sale-leaseback agreements related to Majority-Owned
Partnerships that provide for land to be leased back for 75-year periods ending
between December 2063 and 2064. Commitments under the leases include base rent
and participation rent based on the properties' gross rental receipts. The
National Housing Partnership has guaranteed the rent payments under the lease
agreements.
 
Minimum lease payments, as of December 31, 1996, under the sale-leaseback
agreements, excluding the aforementioned participation rent, are as follows:

                                BASE
           YEAR ENDED          RENTAL
          DECEMBER 31,          DUE
        ----------------    -------------
        1997............    $     623,000
        1998............          623,000
        1999............          623,000
        2000............          623,000
        2001............          623,000
        Thereafter......       38,626,000
                            -------------
                            $  41,741,000
                            -------------
                            -------------

<PAGE>

                                   -19-


COMMITMENTS
 
HPI has a security trust agreement with National Union Fire Insurance
Company of Pittsburgh. All investments and approximately $718,000 of cash and
cash equivalents as of December 31, 1995 and 1996, are held in trust to provide
funds for the payment of future insurance losses.
 
GUARANTEES AND INDEMNIFICATIONS
 
In addition to the liabilities reflected on the combined balance sheets, the
Company is guarantor of, or has agreed to indemnify others with respect to,
losses relating to certain activities and transactions.
 
The Company has provided a $1.65 million and $1.15 million guarantee to a 
mortgagor in connection with secondary financing of two properties owned by 
Majority-Owned Partnerships. The Company, together with NHPI, has provided a 
$1.2 million tax credit repurchase guarantee and operating deficit guarantee 
with respect to one tax credit transaction. The Company has provided a total 
of $5.6 million of indemnification to a mortgagor in connection with mortgage 
financing of two properties, which indemnifications arise only under certain 
circumstances. The Company has provided a guarantee to a surety company with 
respect to approximately $1.0 million of surety bonds issued in connection 
with utility services to properties. In the opinion of management, future 
calls, if any, on these guarantees or indemnifications are not expected to 
have a material adverse effect on the financial position of the Company.
 
In addition to these guarantees and indemnities, the Company has undertaken
to indemnify NHPI for losses in connection with NHPI's ownership (as opposed to
management) of properties prior to its IPO and for environmental claims, if any,
relating to the properties owned by the Company. The Company has also agreed to
indemnify NHPI for certain tax liabilities arising out of the transfer of assets
to the Company and relating to ownership or operation of the properties prior to
the IPO. The indemnified tax liabilities may include potential liabilities with
respect to certain past state sales and use taxes, to the extent the properties
assessed those taxes are unable to pay. In the opinion of management, future
calls, if any, of these guarantees and indemnifications are not expected to have
a material adverse effect on the financial position of the Company.
 
<PAGE>

                                     -20-


SALES AND USE TAX
 
A state government has asserted that certain services provided by NHPI to
properties in which the Company holds partnership interests constitute services
taxable under that state's sales and use tax laws. This state and other states
have claimed that taxes are due for prior periods, and have asserted liability
against the applicable properties and/or NHPI for such taxes plus interest and
penalties. The Company believes that any liability for such taxes and interest
will ultimately be borne by the properties. The Company may be responsible for
any such taxes that are assessed against the properties but cannot be paid by
the properties, but any potential funding will be reimbursed, if possible, by
the applicable property. The amount of the Company's ultimate liability with
respect to these matters cannot be determined at this time. However, in the
opinion of management, the resolution of these matters will not have a material
adverse effect on the financial position or results of operations of the
Company.
 
LITIGATION
 
In the normal course of business, the Company is a party to various legal
actions and claims. In the opinion of management, based on advice of counsel,
the resolution of these actions and claims will not have a material adverse
effect on the financial position or results of operations of the Company.
 
15. FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
The Company adopted SFAS No. 107, "Disclosures About Fair Value of
Financial Instruments," as of December 31, 1995. SFAS No. 107 requires 
disclosure of the fair value of financial instruments when fair value is 
estimable. The estimated fair value of the financial instruments has been 
determined based on pertinent information available to management and 
appropriate valuation methodologies. The carrying amounts of cash and cash 
equivalents, receivables, deposits, accounts payable and accrued expenses 
approximate fair value because of the short-term maturities of those items. As
discussed in Note 1, investments in securities have been recorded at market 
value in accordance with SFAS No. 115. In addition, as discussed in Note 3, 
notes receivable have been recorded at fair value using estimated discounted 
cash flows in accordance with SFAS No. 114. Also, as discussed in Note 3, 
certain notes with zero carrying value and thus not reported as notes 
receivable, have an estimated fair value, based on estimated discounted cash 
flows, of $3.6 million. The carrying amount of the Company's notes payable 
and mortgages payable, with the exception of those identified below, are 
considered to approximate fair value as the related interest rates are 
variable and change with market interest rates, or are fixed rates but are 
comparable to market interest rates as of December 31, 1996. The mortgages 
payable to FHA, City of Chicago, Illinois Housing Authority and Affordable 
Housing Program Grant, as discussed in Note 6, do not bear interest at 
market interest rates, but have been issued in connection with affordable 
housing authorities and therefore their fair value is not considered 
practicable to estimate. It is also not practicable to estimate the fair 
value of the amount due to NHPI due to the related-party nature of the 
liability. In the opinion of management, the fair value of the Company's 
financial instruments are not materially different from the carrying value 
shown in the accompanying combined financial statements.
 
<PAGE>

                                     -21-


16. SUBSEQUENT EVENTS:
 
On January 30, 1997, the property owned by Capital Group I, a Majority Owned
Partnership, was sold and the related note obligation repaid. Based on the
Company's net investment in the partnership, the Company recognized a gain of
approximately $2.4 million in the period ending March 31, 1997. No cash proceeds
were received by the Company from this sale. This sale resulted in non-cash 
activity not reflected on the combined statement of cash flows for the three 
months ended March 31, 1997 as follows: decrease in accounts receivable of 
$62,836, decrease in other assets of $151,322, decrease in net property and 
equipment of $10,189,850, repayment of mortgage note payable and accrued 
interest of $11,000,000 and $1,762,848, respectively, and repayment of 
accounts payable and accrued expenses of $7,959,174.
 
On April 21, 1997, NHPI announced that it had entered into a definitive
Merger Agreement pursuant to which NHPI will be acquired by Apartment Investment
and Management Company ("AIMCO"), a real estate investment trust whose shares
are traded on the New York Stock Exchange. Upon completion of the merger, each
of NHPI's stockholders will receive for each share of NHPI common stock, at the
stockholder's election, either (i) a combination of .37383 shares of AIMCO
common stock and $10.00 cash per share of NHPI common stock, or (ii) .74766
shares of AIMCO common stock. The merger is conditioned on the approval of
NHPI's stockholders and AIMCO stockholders, the completion of the transactions
between AIMCO and the majority stockholders of the Company described below, and
customary state and federal regulatory and other approvals.
 
AIMCO has separately entered into a Stock Purchase Agreement with Demeter
Holdings Corporation ("Demeter") and Capricorn Investors, L.P. ("Capricorn"),
who together hold a majority of the outstanding shares of NHPI's common stock
(approximately 54.8 percent). Pursuant to the Stock Purchase Agreement, AIMCO
will acquire all of NHPI's common stock held by Demeter and Capricorn. AIMCO
will pay Demeter $20 in cash per share for 50 percent of NHPI shares held
directly and indirectly by Demeter. For the remainder of Demeter's shares and
Capricorn's shares, AIMCO will pay .74766 shares of AIMCO common stock per share
of NHPI common stock. On May 5, 1997, AIMCO acquired 6,496,071 shares of NHPI
stock from Demeter and Capricorn, or approximately 51 percent of NHPI's
outstanding shares, pursuant to the Stock Purchase Agreement. Upon completion of
AIMCO's purchase of this portion of the shares held by Demeter and Capricorn,
AIMCO holds a majority of the issued and outstanding shares of NHPI's common
stock. The Stock Purchase Agreement provides for AIMCO to acquire the remaining
434,051 shares of NHPI common stock owned by Demeter and Capricorn. The merger
with AIMCO will, however, require approval by two-thirds vote of all shares of
NHPI common stock held by persons other than AIMCO.
 
17. CHANGE IN CONTROL:
 
On June 3, 1997, AIMCO acquired the Company from Demeter, Capricorn, Phemus
Corporation, a Massachusetts corporation and an affiliate of Demeter ("Phemus"),
J. Roderick Heller, III, and NHP Partners Two LLC, a Delaware limited liability
company, for $54.8 million in cash and warrants to purchase 399,999 shares of
AIMCO common stock.

18. SEGMENT INFORMATION:
 
The following table sets forth the revenue and expenses by business segment
for the years ended December 31, 1994, 1995 and 1996. The Company's business
segments are defined as follows:
 
<PAGE>

                                  -22-


        Real estate operations -- owns and acquires general and limited
    partnership interests in multi-family rental housing properties principally
    in the United States.
 
        Insurance operations -- primarily reinsures properties in which the
    Company has an ownership interest for property and general liability risks.
 
<TABLE>
<CAPTION>

        FOR THE YEAR ENDED            REAL ESTATE        INSURANCE
           DECEMBER 31,                OPERATIONS        OPERATIONS      ELIMINATIONS         TOTAL
- ----------------------------------    -------------    --------------    -------------    -------------
<S>                                   <C>              <C>               <C>              <C>
              1996
- ----------------------------------
Revenues..........................    $  32,415,102    $    6,000,205    $          --    $  38,415,307
Intersegment revenues.............               --            86,524          (86,524)            --
                                      -------------    --------------    -------------    -------------
                                      $  32,415,102    $    6,086,729    $     (86,524)   $  38,415,307
                                      -------------    --------------    -------------    -------------
                                      -------------    --------------    -------------    -------------

              1995
- ----------------------------------
Revenues..........................    $  34,291,935    $    3,860,861    $          --    $  38,152,796
Intersegment revenues.............               --           370,087         (370,087)              --
                                      -------------    --------------    -------------    -------------
                                      $  34,291,935    $    4,230,948    $    (370,087)   $  38,152,796
                                      -------------    --------------    -------------    -------------
                                      -------------    --------------    -------------    -------------

              1994
- ----------------------------------
Revenues..........................    $  31,790,755    $    3,317,795    $          --    $  35,108,550
Intersegment revenues.............               --           390,412         (390,412)              --
                                      -------------    --------------    -------------    -------------
                                      $  31,790,755    $    3,708,207    $    (390,412)   $  35,108,550
                                      -------------    --------------    -------------    -------------
                                      -------------    --------------    -------------    -------------
Depreciation and amortization
              1996................    $   3,903,688    $          --     $          --    $   3,903,688
              1995................        4,001,562               --                --        4,001,562
              1994................        3,681,402               --                --        3,681,402
Capital expenditures 
              1996................    $     711,221    $          --     $          --    $     711,221
              1995................        1,832,585               --                --        1,832,585
              1994................        2,105,991               --                --        2,105,991
Identifiable assets                                                                     
              1996................    $ 159,312,547    $  20,195,212     $  (3,398,644)   $ 176,109,115
              1995................      179,973,439       19,913,630        (6,603,560)     193,283,509
</TABLE>

19. REAL ESTATE PARTNERSHIPS:

Below is a listing of partnerships in which the Company has invested and its 
percentage ownership.


<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
107-145 West 135th St Associates Limited Partnership..............................       29.00%
2900 Van Ness Associates..........................................................        1.00%
6000 King Drive Limited Partnership...............................................        1.00%
60th & King Drive Joint Venture...................................................        1.00%
62nd Street Limited Partnership...................................................        2.61%
630 East Lincoln Ave Associates Limited Partnership...............................        5.00%
7400 Roosevelt Investors..........................................................        1.00%
Abbott Associates Limited Partnership.............................................       25.00%
Academy Gardens Associates LP.....................................................        5.00%
Adirondack Apartments Saranac Associates LP.......................................        5.00%
Algonquin Tower Limited Partnership...............................................        1.00%
All Hallows Associates............................................................        5.00%
Allentown Towne House Limited Partnership.........................................        9.90%
Anglers Manor Associates LP.......................................................        6.00%
Antioch Apartments Limited........................................................        5.00%
Arvada House Limited Partnership..................................................        6.00%
Aspen Stratford Apartments Company B..............................................        5.00%
Aspen Stratford Apartments Company C..............................................        5.00%
Athens Arms Associates............................................................        5.79%
Audobon Park Associates...........................................................        5.00%
Baisley Park Associates LP........................................................        6.00%
Baldwin Oaks Elderly Limited......................................................       16.00%
Baldwin Towers Associates.........................................................        2.00%
Basswood Manor Limited Partnership................................................        5.79%
Bayview Hunters Point Apartments..................................................        6.00%
Beautiful Village Associates LP Redevelopment Company.............................        5.00%
Benjamin Banneker Plaza Associates................................................        5.00%
Bensalem Gardens Associates Limited...............................................        1.00%
Bensalem Gardens Associates Limited Partnership...................................        1.00%
Benton Square Partnership.........................................................        5.00%
Berkley Limited Partnership.......................................................        6.00%
Bloomsburg Elderly Associates.....................................................        5.00%
Boynton Beach Limited Partnership*................................................       92.04%
Branchwood Towers Limited Partnership.............................................        4.50%
Briarwood Apartments..............................................................        1.00%
Brightwood Limited Partnership....................................................        1.00%
Brightwood Manor Associates.......................................................       26.00%
Brinton Manor No 1 Associates.....................................................        4.00%
Brinton Towers Associates.........................................................       26.00%
Brookside Apartments Associates...................................................        5.85%
Brookview Apartments Co Limited...................................................        1.00%
Brunswick Village Limited Partnership.............................................        0.99%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP

<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Buckingham Hall Associates Limited Partnership....................................        5.00%
Buena Vista Apartments Limited....................................................        1.00%
Buffalo Village Associates........................................................       50.00%
Cabell Associates Of Lakeview.....................................................        1.00%
California Square II Limited Partnership..........................................        2.00%
California Square Limited Partnership.............................................        4.90%
Cambridge Heights Apartments Limited*.............................................       51.00%
Campbell Heights Associates Limited Partnership...................................        5.00%
Canterbury Gardens Associates Limited Partnership.................................       19.00%
Capital Group I Associates*.......................................................      100.00%
Capital Park Limited Partnership..................................................        1.00%
Caroline Arms Limited Partnership.................................................        1.00%
Caroline Associates I, Limited Partnership........................................        5.90%
Carter Associates Limited Partnership.............................................       16.00%
Casa Del Mar Associates Limited Partnership.......................................        5.54%
Center Square Associates..........................................................        6.00%
Central Village Associates Limited Partnership....................................        2.88%
Central Woodlawn LP...............................................................        1.00%
Central Woodlawn Rehabilitation Joint Venture.....................................       75.00%
Chapel Housing Limited Partnership................................................        6.00%
Chateau Gardens...................................................................        1.00%
Cheek Road Limited Partnership....................................................       11.19%
Chesterfield Housing Associates...................................................        5.00%
Cheyenne Village Apartments Limited Partnership*..................................       67.00%
Christopher Court Housing Co Limited Partnership..................................        5.00%
Church Street Associates LP.......................................................        0.25%
Churchview Gardens Associates.....................................................        1.00%
Churchview Gardens Limited Partnership............................................        1.00%
Citrus Park Associates Limited....................................................        1.00%
Clay Courts Associates Limited Partnership........................................        5.50%
Clover Ridge East Limited Partnership.............................................       49.10%
Club Apartment Associates.........................................................        2.00%
Club Apartments Associates........................................................        1.00%
College Heights Limited Partnership...............................................        2.88%
College Park Associates...........................................................        1.00%
College Park Associates Limited Partnership.......................................        5.00%
Colonial Terrace I Associates.....................................................        5.79%
Colonial Terrace II Associates....................................................        5.79%
Colony Apartments Co Limited......................................................        1.00%
Columbus Square Associates I Limited Partnership..................................        6.00%
Columbus Square Associates II Limited Partnership.................................        6.00%
Community Circle II Limited.......................................................        5.20%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Community Developers Of High Point Limited Partnership............................        5.00%
Community Developers Of Princeville Limited Partnership...........................        4.10%
Concord Houses Associates.........................................................        5.00%
Congress Park Associates II Limited Partnership...................................        2.00%
Congress Park Associates Limited Partnership......................................        1.10%
Connecticut Colony Associates Limited Partnership.................................        1.00%
Copperstone Circle Limited Partnership............................................        1.00%
Copperstone Limited Partnership...................................................        1.00%
Copperwood II Limited Partnership.................................................        5.00%
Copperwood Limited Partnership....................................................        5.00%
Cottonwood Apartments.............................................................        1.00%
Country Lakes Associates Two LP...................................................        1.00%
Country Villa Associates..........................................................        2.00%
Countrybrook Associates...........................................................        1.00%
Crosland Housing Associates.......................................................        5.00%
Cross Creek Limited Partnership...................................................        1.00%
Cumberland Court Associates.......................................................       11.00%
Darby Townhouses Limited Partnership..............................................        1.00%
Darbytown Development Associates LP...............................................        1.00%
DarbyTownhouses Associates........................................................        1.00%
Delcar-T Limited Partnership......................................................        1.00%
Delcar-S Limited..................................................................        1.00%
Diakonia Associates...............................................................        1.00%
Dip Limited Partnership...........................................................        5.00%
Dip Limited Partnership II........................................................        5.00%
Dip Limited Partnership III.......................................................        5.00%
Doral Gardens Associates..........................................................        1.00%
Doral Limited Partnership.........................................................        5.47%
Downing Apartments................................................................        1.00%
Duke Manor Associates.............................................................        5.00%
Duquesne Associates No. 1.........................................................        1.00%
East Hampton Limited Partnership..................................................        1.00%
Eastcourt Village Partners........................................................       19.00%
Easton Terrace I Associates Limited Partnership...................................        3.41%
Easton Terrace II Associates Limited Partnership*.................................      100.00%
Eastridge Apartments..............................................................        1.00%
Eastridge Associates..............................................................        4.41%
Edgewood II Associates............................................................        5.00%
Edmond Estates Limited Partnership................................................        1.00%
Elden Limited Partnership.........................................................        1.00%
Elderly Housing Associates Limited Partnership....................................        5.00%
Elm Creek Limited Partnership*....................................................       95.75%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Emory Grove Associates Limited Partnership........................................        3.97%
Emory Grove Limited Partnership...................................................        1.00%
Esbro Limited Partnership.........................................................        1.00%
Eustis Apartments Limited.........................................................        5.00%
Fairburn & Gordon Associates Phase II.............................................        1.00%
Fairburn & Gordon Associates Phase I..............................................        1.00%
Fairfax Associates Limited Partnership............................................        1.00%
Fairmeadows Limited...............................................................        1.00%
Fairmont #1 Limited Partnership...................................................        1.25%
Fairmont #2 Limited Partnership...................................................        1.25%
Fairview Homes Associates.........................................................        4.90%
Fairwood Associates...............................................................        5.00%
Federal Square Village Limited Partnership........................................        1.00%
Ferncliff Limited Partnership.....................................................       11.70%
Field Associates..................................................................        1.00%
First Alexandria Associates Limited Partnership...................................        1.00%
Flatbush NSA Associates Limited Partnership.......................................        5.00%
Forest Apartments Associates......................................................        2.00%
Forest Green Limited Partnership..................................................        1.00%
Forrester Gardens Limited.........................................................        1.00%
Forest Park Elderly Associates Limited Partnership................................        6.00%
Fort Carson Associates Limited Partnership........................................        1.00%
Franklin Chandler Associates......................................................        9.00%
Franklin Chapel Hill Associates...................................................        2.00%
Franklin Eagle Rock Associates....................................................        2.00%
Franklin Housing Associates.......................................................        1.00%
Franklin Kelly Associates.........................................................        1.00%
Franklin New York Avenue Associates...............................................        1.00%
Franklin Park Limited Partnership.................................................        1.00%
Franklin Pheasant Ridge Associates................................................        1.00%
Franklin Ridgewood Associates.....................................................        1.10%
Franklin Square School Associates Limited Partnership.............................        2.10%
Franklin Victoria Associates I....................................................        8.70%
Franklin Woods Associates.........................................................        1.00%
Friendset Housing Co Limited Partnership..........................................       29.00%
Frio Housing Limited Partnership..................................................        5.00%
Galion Limited Partnership........................................................        1.00%
Garfield Hill Associates Limited Partnership......................................        1.10%
Gate Manor Apartments Limited.....................................................        5.00%
Gates Mill I Limited Partnership..................................................        1.00%
Gateway Village Associates........................................................        1.00%
Genessee Gardens Associates Limited Partnership...................................        2.88%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Gladys Hampton Homes Associates Limited Partnership...............................        5.00%
Golden Apartments I...............................................................        5.00%
Golden Apartments II..............................................................        5.00%
Grandland Realty Associates.......................................................        1.00%
Grandview Apartments..............................................................        1.00%
Greater Hartford Associated Limited Partnership...................................        1.00%
Greater Mt Calvary Terrace Limited................................................        1.00%
Greater Richmond Community Development Corp #1 & Associates.......................       15.00%
Greater Richmond Community Development Corp #2 & Associates.......................       15.00%
Green Mountain Manor Limited Partnership..........................................        3.97%
Greenfield Apartments Limited Partnership.........................................        1.00%
Greenfield Limited Partnership....................................................        2.55%
Greenfield North Apartments Limited Partnership...................................        1.00%
Greenfield North Limited Partnership..............................................        2.55%
Griffith Limited Partnership......................................................        1.00%
Grosvenor House Associates Limited Partnership....................................        1.00%
Grove Park Villas, Limited........................................................        5.00%
Gulfway Limited Partnership.......................................................        1.00%
GW Carver Limited.................................................................        5.00%
Haili Associates..................................................................        5.00%
Haines Associates Limited Partnership.............................................        1.00%
Hamilton House Associates Limited Partnership..........,..........................        5.56%
Harold House Limited Partnership..................................................        1.00%
Harris Park Limited Partnership*..................................................       99.00%
Hatillo Housing Associates........................................................        6.00%
Hawksworth Gardens Associates.....................................................        1.00%
Heights Associates Limited Partnership............................................        5.00%
Hemingway Housing Associates Limited Partnership..................................        5.00%
Heritage Village Limited Partnership..............................................        1.00%
Hickory Ridge Associates Limited..................................................        1.00%
Highlands Village II Limited......................................................        5.00%
Hillcrest Green Apartments Limited................................................        2.00%
Hillside Village Associates.......................................................        5.00%
Hilltop Apartments Associates.....................................................       11.00%
Hilltop Limited Partnership.......................................................        1.00%
Hollows Associates Limited Partnership............................................        5.00%
Hollywood Gardens.................................................................        4.10%
Housing Assistance of Mt Dora Limited.............................................        5.00%
Housing Assistance of Orange City Limited.........................................        5.00%
Housing Assistance of Vero Beach Limited..........................................        5.00%
Housing Assistance Sebring Limited................................................        5.00%
Houston Aristocrat Apartments Limited Partnership.................................       10.00%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
HRH Properties, Limited...........................................................        5.00%
Hudson Terrace Associates Limited Partnership.....................................       22.00%
Hunters Run Partners Limited......................................................        1.00%
Hurbell I Limited Partnership.....................................................        1.00%
Hurbell II Limited Partnership....................................................        1.00%
Hurbell III Limited Partnership...................................................        1.00%
Hurbell IV Limited Partnership....................................................        1.00%
IDA Tower.........................................................................       25.00%
Indian Valley II Limited Partnership..............................................        1.00%
Indian Valley III Limited Partnership.............................................        1.00%
Indian Valley Limited Partnership.................................................        1.00%
Ingram Square Apartments Limited..................................................        5.00%
Intown West Associates Limited Partnership........................................        3.00%
Ivanhoe Associates Limited Partnership............................................        1.00%
Jamestown Village Associates......................................................        1.94%
Jersey Park Associates Limited Partnership........................................        5.00%
JFK Associates....................................................................        5.00%
Johnson Square Associates.........................................................        6.00%
Johnston Square Associates Limited Partnership....................................        0.00%
JVL 18 Associates Limited Partnership Verified....................................        5.90%
JVL 19 Associates Limited Partnership Verified....................................        5.00%
JVL Limited Partnership...........................................................        5.85%
JVL Sixteen Limited Partnership...................................................        6.00%
Kapuna Associates.................................................................        5.00%
Kemar Townhouses Associates.......................................................        1.00%
Kennedy Homes Limited Partnership.................................................        1.00%
Kenneth Arms......................................................................        1.00%
Key Parkway West Associates Limited Partnership...................................        5.00%
Kimberton Limited Partnership.....................................................        1.00%
King Bell Associates..............................................................        1.00%
Knollcrest Apartments Limited Partnership.........................................        1.00%
Koolau Housing Associates.........................................................        5.00%
La Salle Apartments...............................................................        6.00%
La Vista Associates...............................................................        1.00%
Lafayette Manor Associates Limited Partnership....................................        4.85%
Lafayette Towne Elderly Limited Partnership.......................................        6.00%
Lafayette Towne Family Limited Partnership........................................        6.00%
Laing Village Limited Partnership.................................................        5.00%
Lake Avenue Associates............................................................        1.00%
Lake Crossing Limited Partnership.................................................       43.90%
Lake Forest Apartments............................................................        1.84%
Lake Wales Villas Limited.........................................................        5.00%
</TABLE>
 
* MAJORITY-OWNED PARTNERSHIP
<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Lakehaven Associates One Limited Partnership......................................        1.00%
Lakehaven Associates Two Limited Partnership......................................        1.00%
Lakeland East Limited Partnership.................................................        1.00%
Lakeview Arms Associates Limited Partnership......................................        6.00%
Lakeview Villas Limited...........................................................        5.00%
Las Americas Housing Associates...................................................        6.00%
Lassen Associates.................................................................        5.00%
Laurel Gardens, A Partnership In Commendam........................................        1.00%
Lee Hy Manor Associates Limited Partnership.......................................        5.00%
Lewisburg Associates..............................................................        5.00%
Lewisburg Elderly Associates......................................................        5.00%
Lincmar Associates................................................................        1.00%
Lincoln Park Associates...........................................................        5.00%
Linden Court Associates Limited Partnership.......................................        5.00%
Lock Haven Elderly Associates.....................................................        6.00%
Lock Haven Gardens Associates.....................................................        6.00%
Locust Park Associates............................................................       10.00%
Loring Towers Apartments Limited Partnership......................................        1.00%
Loring Towers Associates..........................................................       26.00%
Loudoun House Limited Partnership.................................................        1.00%
M&P Development Co................................................................        6.00%
Manzanita Arms....................................................................        1.00%
Maple Hill Associates.............................................................        5.00%
Maple Park East Limited Partnership...............................................       11.19%
Maple Park West Limited Partnership...............................................       11.19%
Marten Manor Realty Associates....................................................        1.00%
Mayfair Manor Limited Partnership.................................................        1.00%
McColl Housing Associates.........................................................        5.00%
Meadowood Associates Limited Partnership..........................................        1.00%
Meadowood III Associates Limited Partnership......................................        1.00%
Meadowood Townhouses I Limited Partnership........................................        1.00%
Meadowood Townhouses III Limited Partnership......................................        1.00%
Meadows Apartments Limited Partnership............................................        1.00%
Meadows East Apartments Limited Partnership.......................................        1.00%
Menlo Park Limited Partnership....................................................        1.00%
Merced Commons....................................................................        5.00%
Merced Commons II.................................................................        4.00%
Miami Elderly Associates Limited Partnership......................................        1.00%
Mill Street Associates Limited Partnership........................................        5.00%
Milliken Apartments Company.......................................................        1.00%
Miramar Housing Associates Limited Partnership....................................        6.00%
Monaco Arms Associates I..........................................................        1.00%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Monaco Arms Associates II Limited.................................................        1.00%
Monmouth Associates Limited Partnership...........................................        1.00%
Montblanc Gardens Apartments Associates...........................................       10.00%
Montblanc Housing Associates......................................................        6.00%
Monument Street Limited Partnership...............................................        6.00%
Morrisania Towers Housing Co Limited Partnership..................................        5.00%
Moss Gardens Limited, a Partnership in Commendam..................................        5.00%
MRR Limited Partnership*..........................................................       80.00%
Murphy Blair Associates III Associates Limited Partnership........................        1.00%
Muske Limited Partnership.........................................................        1.00%
Natick Associates.................................................................        1.00%
National Housing Partnership Realty Fund I........................................        2.00%
National Housing Partnership Realty Fund III......................................        2.00%
National Housing Partnership Realty Fund IV.......................................        1.00%
National Housing Partnership Realty Fund Two......................................        2.05%
National Housing Partnership RESI Associates I Limited Partnership................        1.00%
Neighborhoods Of The Universities Lock St Apartments Co...........................        5.00%
New Vistas Apartments Associates Phase II.........................................        1.00%
New Vistas Apartments Limited Partnership.........................................        5.00%
New West 111th St Housing Company Limited Partnership.............................        5.00%
New West 111th St Two Associates Limited Partnership..............................        5.00%
Newton Hill Limited Partnership...................................................        1.00%
NHP Bayberry Associates LP........................................................        0.50%
NHP Bayshore Gardens L.P..........................................................        0.50%
NHP Carriage Associates LP........................................................        0.50%
NHP Carriage, LP..................................................................        0.50%
NHP Center Associates LP..........................................................        0.50%
NHP Center, LP....................................................................        0.50%
NHP Chapparal Associates LP.......................................................        1.00%
NHP Coach Associates LP...........................................................        0.50%
NHP Coach, LP.....................................................................        0.50%
NHP Cornerstone Associates LP.....................................................        0.50%
NHP Cornerstone, LP...............................................................        0.50%
NHP Country Club Woods Associates LP..............................................        1.00%
NHP Dove Associates LP............................................................        0.50%
NHP Dove, LP......................................................................        0.50%
NHP Elk Associates LP.............................................................        0.50%
NHP Elk, LP.......................................................................        0.50%
NHP Forest II Associates LP.......................................................        0.50%
NHP Forest II, LP.................................................................        0.50%
NHP Forest IV Associates LP.......................................................        0.50%
NHP Forest IV, LP.................................................................        0.50%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP

<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
NHP Gates of Arlington Associates LP..............................................        0.50%
NHP Gates of Arlington, LP........................................................        0.50%
NHP Green Associates LP...........................................................        0.50%
NHP Green, LP.....................................................................        0.50%
NHP Greenbriar Associates LP......................................................        1.00%
NHP Greenbriar, LP................................................................        1.00%
NHP Heather I Associates LP.......................................................        0.50%
NHP Heather I, LP.................................................................        0.50%
NHP Heather II Associates LP......................................................        0.50%
NHP Heather II, LP................................................................        0.50%
NHP Hessian Hills Associates LP...................................................        1.00%
NHP Hessian Hills, LP.............................................................        1.00%
NHP High River Associates LP......................................................        1.00%
NHP High River, LP................................................................        1.00%
NHP Joint Ventures, Inc...........................................................       50.00%
NHP Lane Associates LP............................................................        0.50%
NHP Lane, LP......................................................................        0.50%
NHP Laurel III Associates LP......................................................        0.50%
NHP Laurel III, LP................................................................        0.50%
NHP Longfellow Associates LP......................................................        0.50%
NHP Longfellow, LP................................................................        0.50%
NHP Mattapony, LP.................................................................       16.67%
NHP Midland Associates LP.........................................................        0.50%
NHP Midland, LP...................................................................        0.50%
NHP Mill Creek Associates LP......................................................        0.50%
NHP Mill Creek, LP................................................................        0.50%
NHP Oak Associates LP.............................................................        0.50%
NHP Oak, LP.......................................................................        0.50%
NHP Paradise Bay Associates LP....................................................        0.50%
NHP Paradise Bay, LP..............................................................        0.50%
NHP Park Associates LP............................................................        0.50%
NHP Park Village L.P..............................................................        0.50%
NHP Parkview Associates LP........................................................        0.50%
NHP Parkview, LP..................................................................        0.50%
NHP Pembroke Associates LP........................................................        1.00%
NHP Pine Creek Manor Associates LP................................................        0.50%
NHP Pine Creek Manor, LP..........................................................        0.50%
NHP Port Richey Associates LP.....................................................        0.50%
NHP Port Richey, LP...............................................................        0.50%
NHP Regal Associates LP...........................................................        0.50%
NHP Regal, LP.....................................................................        0.50%
NHP Southeast Partners, LP........................................................       24.40%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP

<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
NHP Southwest Partners, LP........................................................       50.00%
NHP Spring Lake Manor Associates LP...............................................        1.00%
NHP Spring Lake Manor, LP.........................................................        1.00%
NHP Summer Associates LP..........................................................        0.50%
NHP Summer, LP....................................................................        0.50%
NHP Summit Associates LP..........................................................        0.50%
NHP Summit, LP....................................................................        0.50%
NHP Sunridge Associates LP........................................................        0.50%
NHP Sunridge, LP..................................................................        0.50%
NHP Three Chopt West Associates LP................................................        1.00%
NHP Three Chopt West, LP..........................................................        1.00%
NHP Timberview Associates LP......................................................        0.50%
NHP Timberview, LP................................................................        0.50%
NHP Town & Country, LP............................................................        1.00%
NHP Town & Country/Country Place Associates LP....................................        1.00%
NHP Town & Country/Country Place, LP..............................................        1.00%
NHP Townhouse Associates LP.......................................................        1.00%
NHP Townhouse LP..................................................................        1.00%
NHP Twin Assocites LP.............................................................        0.50%
NHP Twin Gates East Associates LP.................................................        1.00%
NHP Twin Gates East,LP............................................................        1.00%
NHP Twin, LP......................................................................        0.50%
NHP Villa Assocites LP............................................................        0.50%
NHP Villas L.P....................................................................        0.50%
NHP Will-O-Wisp Arms Associates LP................................................        1.00%
NHP Will-O-Wisp Arms, LP..........................................................        1.00%
NHP Windsor Crossing L.P..........................................................        1.00%
NHP Woodcreek Associates LP.......................................................        0.50%
NHP Woodcreek, LP.................................................................        0.50%
NHP-HG Ten, LP....................................................................      100.00%
Norco Associates..................................................................        1.00%
North Lake Terrace Associates Limited Partnership.................................        1.00%
North Washington Park Partnership.................................................        5.00%
Northgate Village Limited Partnership.............................................        1.00%
Northwest Terrace Associates Limited Partnership..................................        1.00%
Oak Hollow South Associates.......................................................        5.00%
Oak West Limited Partnership......................................................        1.00%
Oakcrest Terrace Associates.......................................................        5.00%
Oakland City West End Associates Limited..........................................        5.00%
Oakland Village Townhouse Associates Limited Partnership..........................        6.10%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Oakwood Limited Partnership.......................................................        1.00%
Oakwood Muskegon Limited Partnership..............................................        1.00%
Ocala Place Limited...............................................................        5.00%
Old Farm Associates...............................................................        0.60%
Olde Rivertown Venture Limited Partnership........................................        1.00%
One Lytle Place...................................................................       24.67%
One West Conway Associates Limited Partnership....................................        4.00%
Orange City Villas II Limited.....................................................        5.00%
Orange Village Associates.........................................................        5.00%
Orangeburg Manor..................................................................        5.00%
Orchard Mews Associates Limited Partnership.......................................        6.00%
Orlando-Lake Conway Limited Partnership...........................................        1.00%
Overbrook Park Limited............................................................        5.00%
Oxford Oaks Investors Limited Partnership.........................................        6.41%
Oxford Place Associates...........................................................        5.00%
P W III Associates Limited Partnership............................................        4.90%
P W IV Associates Limited Partnership.............................................        5.90%
P W V Associates Limited Partnership..............................................        5.00%
P W VI Associates Limited Partnership.............................................        3.52%
Palm House Limited Partnership....................................................        1.00%
Palmer Square Apartments Associates...............................................        0.66%
Park Ave West I Limited Partnership...............................................        1.00%
Park Ave West II Limited Partnership..............................................        1.00%
Park Creek Limited Partnership....................................................        3.97%
Parkview Apartments Limited Partnership...........................................        5.00%
Parkview Arms Associates I Limited Partnership....................................        1.00%
Parkview Arms Associates II Limited Partnership...................................        1.00%
Parkview Associates Limited Partnership Verified..................................        4.94%
Parkways Associates Limited Partnership...........................................        5.50%
Pavilion Associates...............................................................        3.97%
Pendleton Riverside Apartments Oregon Limited.....................................        1.00%
Penn Hall Associates Limited Partnership..........................................        1.00%
Peppertree Village Of Avon Park Limited...........................................        5.00%
Pershing Waterman Phase I Limited Partnership.....................................       29.90%
Pittsfield Neighborhood Associates................................................        5.00%
Place One Limited Partnership.....................................................        6.00%
Plantation Partners Limited.......................................................        0.66%
Pleasant Valley Apartments Limited Partnership....................................        4.50%
Point West Limited Partnership....................................................        1.00%
Portfolio Properties Eight Associated Limited Partnership.........................        1.00%
Portfolio Properties Eleven Associated Limited Partnership........................        1.00%
Portfolio Properties Fifteen Associated Limited Partnership.......................        2.20%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Portfolio Properties Five Associated Limited Partnership..........................        1.00%
Portfolio Properties Four Associated Limited Partnership..........................        1.00%
Portfolio Properties Nine Associated Limited Partnership..........................        3.68%
Portfolio Properties Seven Associated Limited Partnership.........................        1.97%
Portfolio Properties Six Associated Limited Partnership...........................        1.00%
Portfolio Properties Ten Associated Limited Partnership...........................        1.00%
Portfolio Properties Three Associated Limited Partnership.........................        1.00%
Portfolio Properties Two Associated Limited Partnership...........................        1.00%
Portland Plaza Limited Partnership................................................        1.10%
Portner Place Associates Limited Partnership......................................        5.00%
Post St Associates Limited Partnership............................................        6.00%
Pride Gardens Limited Partnership*................................................       98.00%
Prince Street Towers Limited Partnership..........................................        9.90%
Pueblo Limited Partnership........................................................        2.00%
Queenstown Apartments Limited Partnership.........................................        5.00%
Rancho Arms.......................................................................        1.00%
Rancho Townhouse Associates.......................................................        5.00%
Registry Square Limited Partnership...............................................        5.00%
Retirement Manor Associates.......................................................        1.00%
RI-15 Limited Partnership.........................................................        5.00%
Richlieu Associates...............................................................        1.94%
Ridge Carlton Associates Limited Partnership......................................        1.00%
River Woods Associates Limited Partnership........................................        1.00%
Riverfront Apartments Limited Partnership.........................................        9.90%
Riverloft Apartments Limited Partnership..........................................        1.00%
Riverloft Associates Limited Partnership..........................................        1.00%
Riverview II Associates Limited Partnership.......................................        5.00%
Rockwell Limited Partnership......................................................        1.00%
Rodeo Drive Limited Partnership...................................................        1.00%
Rolling Meadows Of Ada Limited....................................................        2.00%
Royal Towers Limited Partnership..................................................        1.00%
Ruffin Road Associates Limited Partnership........................................        6.00%
Ruscombe Gardens Limited Partnership..............................................        3.90%
Rutherford Park Townhouses Associates.............................................        3.00%
Saint George Villas Limited Partnership...........................................        5.00%
San Jose Limited Partnership......................................................        1.00%
San Juan Apartments...............................................................        1.00%
San Juan Del Centro Limited Partnership...........................................        1.00%
Sandy Springs Associates Limited..................................................        5.00%
Savoy Court Associates............................................................        4.20%
Scotch Associates Limited Partnership.............................................        1.00%
Scotch Lane Associates Limited Partnership........................................        1.00%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP
<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Sencit F/G Metropolitan Associates................................................        1.00%
Sencit Jacksonville Company, Limited..............................................        5.85%
Sencit Lebanon Company............................................................        6.00%
Sencit Towne House LP.............................................................        9.90%
Sherman Terrace Associates........................................................       11.00%
Shoreview Apartments..............................................................        6.00%
Site 10 Community Alliance Associates Limited Partnership.........................        4.50%
Sleepy Hollow Apartments*.........................................................       52.00%
Snap IV Limited Partnership.......................................................        1.02%
SNI Development Company Limited Partnership.......................................        5.85%
South Hiawassee Village Limited...................................................        5.00%
South Mountain Terrace Limited....................................................        5.00%
Southmont Apartments..............................................................       16.00%
Southridge Apartments Limited Partnership.........................................        1.00%
Southward Limited Partnership.....................................................        1.00%
Southwest Affordable Housing Fund II Limited Partnership..........................       21.67%
Spring Bright Limited Partnership.................................................        3.20%
Spring Meadow Limited Partnership.................................................        1.00%
Spruce Limited Partnership........................................................        1.00%
Spuce Palm Limited Partnership....................................................        1.00%
St. Nicholas Associates Limited Partnership.......................................        6.00%
Stafford Apartments Limited Partnership...........................................       24.50%
Standart Woods Associates Limited LP..............................................        1.00%
Stock Island Limited Partnership..................................................       11.83%
Storey Manor Associates Limited Partnership.......................................        5.00%
Strawbridge Square Associates Limited Partnership.................................        5.00%
Summersong Townhouse Limited Partnership..........................................        5.00%
Sunrise Associates Limited Partnership............................................        5.00%
Sunset Plaza Apartments...........................................................        1.00%
Susquehanna View LP...............................................................        9.90%
Tamarac Pines II Limited Partnership..............................................        5.00%
Tamarac Pines Limited Partnership.................................................        5.00%
Tara Bridge Limited Partnership*..................................................       77.01%
Taunton Green Associates..........................................................        4.00%
Taunton II Associates.............................................................        1.00%
Texas Affordable Housing Investment Fund I LP.....................................        1.00%
Texas Affordable Housing Investment Fund II*......................................      100.00%
The Crossings II Limited Partnership*.............................................       90.00%
The Meadows Apartments Limited....................................................        5.00%
The National Housing Partnership-I................................................        1.00%
The National Housing Partnership-II...............................................        1.00%
The National Housing Partnership-III..............................................        1.00%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP

<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
The Oak Park Partnership..........................................................       12.07%
The Rogers Park Partnership.......................................................        6.00%
Tiffany Rehabilitation Associates Limited Partnership.............................        4.00%
Timberlake Apartments Limited Partnership.........................................        2.41%
Timuquana Park Associates.........................................................        5.00%
Tinker Creek Limited Partnership..................................................        1.00%
Tompkins Terrace Associates.......................................................       41.00%
Town North, a Limited Partnership.................................................        1.00%
Townview Towers I Partnership, Limited............................................        1.00%
Treeslope Apartments, a Limited Partnership.......................................        4.10%
Trinity Hills Village Apartments Limited Partnership..............................        1.00%
Trinity Towers 14th St Associates Limited Partnership.............................        5.00%
Tumast Associates.................................................................        4.85%
Twin Gables Associates Limited Partnership........................................        1.00%
Twin Towers Associates............................................................        5.00%
Two Bridges Associates Limited Partnership........................................       30.56%
Tyee Associates...................................................................        1.00%
Unied Housing Partners Elmwood Limited............................................        5.00%
United Front Homes................................................................        5.00%
United Handicap Federation Apartments Associates..................................       16.00%
United House Associates...........................................................        5.00%
United Housing Partners Morristown Limited Partnership............................        5.00%
United Housing Partners Welch Limited.............................................        5.00%
United Housing Partners-Cuthbert Limited..........................................        5.00%
United Housing Ptnrs Carbondale Limited...........................................        6.00%
United Redevelopment Associates Limited Partnership...............................        5.00%
University Plaza Associates.......................................................        6.00%
Urbanizacion Maria Lopez Housng Company Limited Partnership.......................        5.00%
Vantage '78 Limited Partnership...................................................        4.00%
Verdes Del Oriente................................................................        5.00%
Villa De Guadalupe Associates.....................................................        4.90%
Village Circle Apartments Limited Partnership.....................................        5.00%
Village Green Apartments Company Limited..........................................        1.00%
Village Green Limited Partnership.................................................        1.00%
Village Park II...................................................................        6.00%
Vineville Towers Associates Limited...............................................        5.00%
Vistas De San Juan Associates Limited Partnership.................................        1.00%
Vistula Heritage Village..........................................................        5.00%
Waico Apartments Associates Limited Partnership...................................        5.00%
Waico Phase II Associates Limited Partnership.....................................        4.00%
Waipahu Associates................................................................        5.00%
Walden Oaks Associates Limited Partnership........................................        5.00%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP

<PAGE>

<TABLE>
<CAPTION>
                                                                                     OWNERSHIP
                                 PARTNERSHIP NAME                                    INTEREST
- ----------------------------------------------------------------------------------  -----------
<S>                                                                                 <C>
Walmsley Terrace Associates Limited Partnership...................................        6.00%
Walnut Hills Associates Limited...................................................        5.00%
Wash-West Properties..............................................................        5.00%
Washington Chinatown Associates Limited Partnership...............................        8.13%
Washington Manor Limited Partnership..............................................        5.79%
Washington Northgate Associates...................................................        1.00%
Washington Westgate Associates....................................................        6.83%
Waterman Limited Partnership......................................................       17.05%
Waters Towers Associates Limited Partnership......................................        5.00%
West Lake Arms Limited Partnership................................................        1.00%
Westgate Apartments...............................................................        2.00%
Westminister Limited Partnership..................................................        5.00%
Whitefield Place Limited Partnership..............................................        5.00%
Wigar, Limited....................................................................        5.90%
Windsor Crossing Limited Partnership SFJV*........................................      100.00%
Wollaston Manor Associates........................................................        1.00%
Woodcrest Apartments Limited Partnership..........................................        6.00%
Woodmark Limited Partnership......................................................        1.00%
Woodside Village..................................................................        1.00%
Woodside Villas Of Arcadia Limited................................................        5.00%
Worcester Episcopal Housing Company...............................................        5.00%
Wyntre Brook Associates...........................................................        1.00%
Yadkin Associates Limited Partnership.............................................        5.00%
</TABLE>

* MAJORITY-OWNED PARTNERSHIP



<PAGE>


                          NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
       Schedule II -- Rollforward of Allowance for Doubtful Accounts
                           As of December 31, 1996
 
Balance at January 1, 1994.......................................  $ (82,308)
  Costs charged to expense.......................................   (426,009)
  Deductions.....................................................    389,825
                                                                   ---------
Balance at December 31, 1994.....................................   (118,492)
                                                                   ---------
  Costs charged to expense.......................................   (596,851)
  Deductions.....................................................    215,312
                                                                   ---------
Balance at December 31, 1995.....................................   (500,031)
                                                                   ---------
  Costs charged to expense.......................................   (563,834)
  Deductions.....................................................    309,039
                                                                   ---------
Balance at December 31, 1996.....................................  $(754,826)
                                                                   ---------
                                                                   ---------
<PAGE>


                           NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
                      Schedule III -- Real Estate and Accumulated Depreciation
                                         December 31, 1996

<TABLE>
<CAPTION>
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                 INITIAL COSTS                                             
                            -------------------------   SUBSEQUENT 
                                         BUILDING AND      COSTS          LAND
DESCRIPTION      DEBT         LAND       IMPROVEMENTS    CAPITALIZED   DISPOSITION 
- ------------  ------------  -----------  ------------    -----------   ----------- 
<S>           <C>             <C>            <C>                 <C>   <C>         
Crossings
  II........  $  8,000,000  $   737,633  $    759,171   $ 7,976,264     $       --  
Cambridge
  Heights...     1,619,845       83,260     1,710,385       541,046             --
Capital
  Group I...    11,000,000    2,487,134     8,856,688     2,138,351             --  
Cheyenne
  Village...       583,162       19,600        92,729       892,805             --  
Easton
  Terrace
  II........       198,602      117,000       656,251        61,553             --  
Elm Creek...    28,379,968    2,420,914     8,341,701    21,312,122      (2,420,914) 
Harris
  Park......     1,394,658      230,000     2,629,694       372,146             --  
MRR.........     8,534,496      405,180     7,923,758        29,587             --  
Pride
  Gardens...       932,036      127,395     1,487,817        80,014             --  
Sandpiper
  Cove......    16,321,644    3,790,371    12,414,269    12,096,684      (3,790,371)
Sleepy
  Hollow....       716,205       37,767       139,800     1,890,443             --  

TAFI-Apple 
  Creek.....     2,390,399      253,688     1,184,065       226,589             --

TAFI-Chelsea
  Lane......       444,199      274,940     1,164,432       273,766             --
TAFI-The 
  Dunes.....       951,522      101,543       538,339       122,333             --

TAFI-Forest.     1,585,495      233,215     1,005,801       125,998             --

TAFI-Hunt
  Gardens...     1,536,556      201,233       837,391        38,068             --

TAFI-Keegans
  Mill......       926,708      344,732     1,333,338        251,935            --

TAFI-Oak
  Tree......     2,161,841      232,276     1,232,743         28,071            --

TAFI-Pine
  Creek.....     2,968,286      340,521     1,486,961        351,644            --

TAFI-Taj
  Mahal.....       331,843      195,239     1,007,111        253,202            --

TAFI-
  Thicket...     2,593,065      362,160     1,394,948        339,215            --

TAFI-
  Treehouse.     2,651,102      276,312     1,477,546         83,737            --

TAFI-
  Warwick...     2,715,682      161,053       760,063         64,659            --

TAFI-
  Westwood Fo    2,957,626      429,406     1,919,176        168,118            --

TAFI-Willow
  Tree......     1,297,396      212,755       871,530        139,598            --

Tara
  Bridge....     7,736,412    1,009,153     2,548,446     4,112,592             --  
Windsor
  Crossing..            --    2,299,610            --       469,589             --  
              ------------  -----------  ------------   -----------      ----------- 
Total.......  $110,928,748  $17,384,090  $ 63,774,153   $54,440,129      $(6,211,285)
              ------------  -----------  ------------   -----------      ------------
              ------------  -----------  ------------   -----------      ------------
 
<CAPTION>
 
             
                                                                                DATE OF
                              GROSS AMOUNT AT                                  ACQUISITION
                              DECEMBER 31, 1996                                    OR
                 ------------------------------------------                    COMPLETION
                                BUILDING AND                   ACCUMULATED         OF          DEPRECIATION
DESCRIPTION        LAND         IMPROVEMENTS       TOTAL       DEPRECIATION    CONSTRUCTION         LIFE
- ------------     ----------   --------------   ------------    ------------   --------------   ------------
<S>              <C>          <C>              <C>             <C>            <C>               <C>

Crossings                     
  II........     $  737,633   $   8,735,435    $  9,473,068    $ (1,266,375)      11/9/88         50 years
Cambridge                     
  Heights...         83,260       2,251,431       2,334,691        (774,102)      3/18/77         50 years
Capital                       
  Group I...      2,487,134      10,995,039      13,482,173      (3,287,753)     10/28/85         31 years
Cheyenne                      
  Village...         19,600         985,534       1,005,134        (758,165)      12/6/72         50 years
Easton                        
  Terrace                     
  II........        117,000         717,804         834,804        (258,657)       8/1/83         50 years
Elm Creek...             --      29,653,823      29,653,823      (7,420,221)      6/25/85         50 years
Harris                        
  Park......        230,000       3,001,840       3,231,840        (901,971)      11/4/84         50 years
MRR.........        428,740       7,929,785       8,358,525        (346,261)       3/6/92         50 years
Pride                         
  Gardens...         17,246       1,677,980       1,695,226      (1,069,644)      9/10/74         50 years
Sandpiper                     
  Cove......             --      24,510,953      24,510,953      (4,229,669)      5/14/86         50 years
Sleepy                        
  Hollow....         54,807       2,013,203       2,068,010      (1,164,665)      9/29/72         50 years

TAFI-Apple 
  Creek.....        253,688       1,410,654       1,664,342        (239,680)      4/15/92         27.5 years                 

TAFI-Chelsea
  Lane......        274,940       1,438,198       1,713,138        (249,852)      1/24/92         27.5 years

TAFI-The
  Dunes.....        101,543         660,672         762,215        (130,155)      1/24/92         27.5 years

TAFI-Forest.        233,215       1,131,799       1,365,014        (198,342)      1/24/92         27.5 years

TAFI-Hunt
  Gardens...        201,233         875,459       1,076,692        (155,674)      1/24/92         27.5 years

TAFI-Keegans
  Mill......        344,732       1,585,273       1,930,005        (282,236)      1/24/92         27.5 years

TAFI-Oak
  Tree......        232,276       1,260,814       1,493,090        (223,218)      1/24/92         27.5 years

TAFI-Pine
  Creek.....        340,521       1,838,605       2,179,126        (349,430)      1/24/92         27.5 years

TAFI-Taj
  Mahal.....        195,239       1,260,313       1,455,552        (220,953)      1/24/92         27.5 years

TAFI-
  Thicket...        362,160       1,734,163       2,096,323        (298,642)      1/24/92         27.5 years

TAFI-
  Treehouse.        276,312       1,561,283       1,837,595        (285,010)      1/24/92         27.5 years

TAFI-
  Warwick...        161,053         824,722         985,775        (151,834)      1/24/92         27.5 years

TAFI-
  Westwood Fo       429,406       2,087,294       2,516,700        (370,620)      1/24/92         27.5 years

TAFI-Willow
  Tree......        212,755       1,011,128       1,223,883        (174,618)      1/24/92         27.5 years

Tara                          
  Bridge....      1,009,153       6,661,038       7,670,191      (1,070,645)     12/10/86         50 years
Windsor                       
  Crossing..      2,769,199              --       2,769,199             --       10/1/88               --
                -----------    ------------    ------------    ------------  
Total.......    $11,572,845    $117,814,242    $129,387,087    $(25,878,392)
                -----------    ------------    ------------    ------------  
                -----------    ------------    ------------    ------------  
</TABLE>
 


                                 Page 1


<PAGE>


 
                        NHP REAL ESTATE COMPANIES (as defined in Note 1)
 
       Real Estate and Accumulated Depreciation -- Notes to Schedule
                            December 31, 1996
 
    (A) The change in total cost of real estate for the year ended December 31,
1996 is as follows:
 
                                                LAND          BUILDING
                                            -------------  --------------
Balance at December 31, 1995..............  $  13,207,340  $  122,776,469
Additions-- Capital expenditures..........        299,988         271,155
Deductions-- Sale of real estate..........     (1,934,483)     (5,233,382)
                                            -------------  --------------
Balance at December 31, 1996..............  $  11,572,845  $  117,814,242
                                            -------------  --------------
                                            -------------  --------------
 
    (B) The change in accumulated depreciation and amortization for the year
ended December 31, 1996 is as follows:
 
Balance at December 31, 1995...................................  $(24,445,481)
Depreciation and amortization..................................    (3,061,502)
Sale of real estate............................................     1,628,591
                                                                 -----------
Balance at December 31, 1996...................................  $(25,878,392)
                                                                 -----------
                                                                 -----------

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Partners of
NHP Southwest Partners, L.P.:
 
We have audited the accompanying balance sheets of NHP Southwest Partners, L.P.
(a Delaware Limited Partnership) as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' capital, and cash flows
for the year ended December 31, 1996, and for the period from January 20, 1995
(date of inception) through December 31, 1995. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform 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 the
Partnership's 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 NHP Southwest Partners, L.P. 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 from January 20,
1995 (date of inception), through December 31, 1995, in conformity with
generally accepted accounting principles.
 

                                                 ARTHUR ANDERSEN LLP



Washington, D.C.,
  April 11, 1997 (except with 
  respect to the matter discussed in
  Note 7, as to which the date is 
  June 3, 1997)
 

<PAGE>


                          NHP SOUTHWEST PARTNERS, L.P.

                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                                                       1996           1995
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
ASSETS
Cash and cash equivalents........................................    $    75,891    $   495,968
Due from New LPs.................................................        826,741        272,862
Investment in real estate limited partnerships...................     11,094,132    21,069,246
                                                                     -----------    -----------
    Total assets.................................................    $11,996,764    $21,838,076
                                                                     -----------    -----------
                                                                     -----------    -----------


LIABILITIES AND PARTNERS' CAPITAL
Related-Party Note, net of discount of $3,423,603 and $4,297,715.    $ 8,320,453    $ 7,446,341
Accounts payable and accrued interest............................        970,645        124,107
Partners' capital................................................      2,705,666     14,267,628
                                                                     -----------    -----------
    Total liabilities and partners' capital......................    $11,996,764    $21,838,076
                                                                     -----------    -----------
                                                                     -----------    -----------
</TABLE>
 
      The accompanying notes are an integral part of these balance sheets.
 
<PAGE>

                          NHP SOUTHWEST PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS
                   FOR THE YEAR ENDED DECEMBER 31, 1996, AND
           FOR THE PERIOD FROM JANUARY 20, 1995 (DATE OF INCEPTION),
                           THROUGH DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                        1996           1995
                                                                   --------------  -------------
<S>                                                                <C>             <C>
Equity in losses of real estate limited partnerships.............  $   (9,601,377) $  (5,238,365)
Interest income from New LPs.....................................          69,696         15,772
                                                                   --------------  -------------
                                                                       (9,531,681)    (5,222,593)
                                                                   --------------  -------------
Expenses:
    Interest on Related-Party Note...............................       1,936,545      1,425,999
    Other........................................................          21,716         98,248
                                                                   --------------  -------------
                                                                        1,958,261      1,524,247
                                                                   --------------  -------------
      Net loss...................................................  $  (11,489,942) $  (6,746,840)
                                                                   --------------  -------------
                                                                   --------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
<PAGE>


                          NHP SOUTHWEST PARTNERS, L.P.

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                   FOR THE YEAR ENDED DECEMBER 31, 1996, AND
           FOR THE PERIOD FROM JANUARY 20, 1995 (DATE OF INCEPTION),
                           THROUGH DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                       ALBUQUERQUE                   ALBUQUERQUE
                                            NHP-HG     WHALER 95-       NHP-HG       WHALER 95-
                                           TEN, INC.    EJV CORP.      TEN, L.P.      HJV L.P.
                                            (.5% GP)     (.5% GP)     (49.5% LP)     (49.5% LP)        TOTAL
                                           ----------  ------------  -------------  -------------  -------------
<S>                                        <C>         <C>           <C>            <C>            <C>
Initial capital contribution.............  $  108,402   $  108,402   $  10,731,799  $  10,731,799  $  21,680,402
    Net loss.............................     (33,734)     (33,734)     (3,339,686)    (3,339,686)    (6,746,840)
    Distributions........................      (8,980)      (8,980)       (323,987)      (323,987)      (665,934)
                                           ----------  ------------  -------------  -------------  -------------
Balance, December 31, 1995...............      65,688       65,688       7,068,126      7,068,126     14,267,628
    Net loss.............................     (57,450)     (57,450)     (5,687,521)    (5,687,521)   (11,489,942)
    Distributions........................      (1,801)      (1,801)        (68,418)            --        (72,020)
                                           ----------  ------------  -------------  -------------  -------------
Balance, December 31, 1996...............  $   6,437   $     6,437    $  1,312,187  $   1,380,605  $   4,218,248
                                           ----------  ------------  -------------  -------------  -------------
                                           ----------  ------------  -------------  -------------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
<PAGE>

                          NHP SOUTHWEST PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS
                   FOR THE YEAR ENDED DECEMBER 31, 1996, AND
           FOR THE PERIOD FROM JANUARY 20, 1995 (DATE OF INCEPTION),
                           THROUGH DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                      1996           1995
                                                                 --------------  -------------
<S>                                                              <C>             <C>
Cash flows from operating activities:
  Net loss.....................................................    $ (11,489,942)  $ (6,746,840)
  Adjustments to reconcile net loss to net cash used in          
    operating activities--                                       
    Amortization of discount on Hall note......................         874,112        801,269
    Equity in losses of real estate limited partnerships.......       9,601,377      5,238,365
    Change in accounts payable and accrued interest............         846,538        124,107
                                                                   ------------   ------------
      Net cash used in operating activities....................        (167,915)      (583,099)
                                                                   ------------   ------------
Cash flows from investing activities:                            
  Initial investment in real estate limited partnerships.......              --    (21,680,402)
  Change in due from New LPs...................................        (553,879)      (272,862)
  Distributions received from real estate limited                
    partnerships...............................................         373,737      2,017,863
                                                                   ------------   ------------
      Net cash used in investing activities....................        (180,142)   (19,935,401)
                                                                   ------------   ------------
Cash flows from financing activities:                            
  Capital contributions........................................              --     21,680,402
  Distributions to partners....................................         (72,020)      (665,934)
                                                                   ------------   ------------
      Net cash (used in) provided by financing activities......         (72,020)    21,014,468
                                                                   ------------   ------------
Net (decrease) increase in cash and cash equivalents...........        (420,077)       495,968
Cash and cash equivalents, beginning of period.................         495,968             --
                                                                   ------------   ------------
Cash and cash equivalents, end of period.......................    $     75,891   $    495,968
                                                                   ------------   ------------
                                                                   ------------   ------------
Supplemental information:                                        
  Cash paid for interest.......................................    $    212,955   $    577,274
                                                                   ------------   ------------
                                                                   ------------   ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
<PAGE>


                         NHP SOUTHWEST PARTNERS , L.P.
 
                         NOTES TO FINANCIAL STATEMENTS
                         AS OF DECEMBER 31, 1996 AND 1995
 
1. ORGANIZATION:
 
NHP Southwest Partners, L.P. (the "Partnership") was organized on January 20, 
1995 (date of inception), pursuant to the laws of the state of Delaware, for 
the sole purpose of investing in real estate by acquiring and holding a 
limited partnership interest in various limited partnerships. The Partnership 
was organized in conjunction with the formation of 32 other limited 
partnerships (collectively, the "New LPs"). The Partnership is a 79 percent 
limited partner in each New LP (Note 3). The Limited Partnership Agreement of 
NHP Southwest Partners, L.P., (the "Partnership Agreement") stipulates that 
the term of the Partnership will continue until December 31, 2044, unless 
terminated at an earlier date, in accordance with the provisions of the 
Partnership Agreement.
 
Albuquerque Whaler 95-EJV Corporation and NHP-HG Ten, Inc., are the general 
partners of the Partnership. The general partners have equal and exclusive 
authority to make partnership decisions. At inception, the general partners 
each made capital contributions of $108,402, which represents a 0.5 percent 
interest, respectively, in the Partnership. The Partnership's limited 
partners are Albuquerque Whaler 95-HJV Limited Partnership and NHP-HG Ten, 
L.P., who contributed $10,731,799 each for a 49.5 percent ownership interest, 
respectively, in the Partnership. NHP-HG Ten, Inc. and NHP-HG Ten L.P. are 
wholly owned subsidiaries of NHP Partners, Inc.
 
The Partnership derives all of its cash flow from distributions made by the 
New LPs, who in turn receive distributions from their real estate 
investments. As more fully described in Note 3, such investments incurred 
significant losses in 1995 and 1996. Furthermore, as discussed in Note 4, in 
March 1996, the Partnership failed to make the interest payment required under 
the terms of the Related-Party Note. This failure constitutes a non-major 
interest payment default, as defined. The ability of the Partnership to 
continue as a going concern and meet its obligations will be impacted by the 
ability of the New LPs to continue making cash distributions to the 
Partnership. Management believes that cash flows from New LP distributions 
will be sufficient to allow the Partnership to continue to fulfill its 
obligations and continue as a going concern.
 
2. SIGNIFICANT ACCOUNTING POLICIES:
 
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.
 

<PAGE>


BASIS OF ACCOUNTING
 
The Partnership maintains its books on an accrual basis for financial
statement and Federal income tax purposes.
 
INVESTMENT IN REAL ESTATE LIMITED PARTNERSHIPS
 
The Partnerships' investments in the New LPs are accounted for using the
equity method of accounting.
 
INCOME TAXES
 
The Partnership is not a tax paying entity and, accordingly, no provision
has been recorded for Federal or state income tax purposes. The partners are
individually responsible for reporting their share of the Partnership's taxable
income on their income tax returns. In the event of an examination of the
Partnership's tax return by the Internal Revenue Service, the tax liability of
the partners could be changed if an adjustment in the Partnership's income is
ultimately sustained by the tax authorities.
 
Certain transactions of the Partnership may be subject to accounting methods
for income tax purposes that differ from the accounting methods used in
preparing these financial statements in accordance with generally accepted
accounting principles. Accordingly, the net income or loss of the Partnership
and the resulting balances in the partners' capital accounts reported for income
tax purposes may differ from the balances reported for those same items in these
financial statements.
 
REVIEW FOR ASSET IMPAIRMENT
 
Management periodically assesses the carrying value of its equity
investments in real estate limited partnerships. Whenever there are recognized
events or changes in circumstances that could affect the carrying amount of the
real estate, management reviews the assets for possible impairment.

In accordance with generally accepted accounting principles, management uses 
estimated expected future net cash flows (undiscounted, including expected 
sales price and excluding interest costs) to measure the recoverability of 
investments in real estate limited partnerships. The estimation of expected 
future net cash flows is inherently uncertain and relies to a considerable 
extent on assumptions regarding current and future economic and market 
conditions, the expected property improvements, and the ability to attract 
and retain new tenants.
 
RECLASSIFICATIONS
 
    Certain 1995 amounts have been reclassified to conform with the 1996
presentation.
 
<PAGE>


3. INVESTMENT IN REAL ESTATE LIMITED PARTNERSHIPS:
 
The Partnership has a 79 percent limited partnership interest in the New
LPs, which were organized effective January 20, 1995, for the sole purpose of
investing in real estate.
 
The New LPs' general partners are NHP-HG Eleven, Inc. (an affiliate of NHP, 
Partners, Inc.) and Albuquerque Whaler 95-NLP Corporation, each with a 0.5 
percent interest in each New LP. The New LPs' limited partners are NHP 
Southwest Partners, L.P., Albuquerque Whaler 95-PLP Limited Partnership, and 
a third limited partner affiliated with Hall Financial Group, which is unique 
to each New LP, with 79, 0 and 20 percent ownership interests in each New LP, 
respectively.
 
The New LPs were organized for the purpose of investing in real estate 
through holdings in other affiliated limited partnerships (collectively, the 
"Borrowers") that own real estate.
 
Each New LP has a 99 percent limited partnership interest in one of the 
Borrowers, and each Borrower owns a multifamily apartment complex. The New 
LPs' initial investments in the Borrowers were recorded at an amount equal to 
their capital contributions to the Borrowers. In addition, investment in real 
estate limited partnerships also includes the cost incurred by the 
Partnership to terminate the management contracts in place at the date of 
acquisition and secure the right to appoint the property manager for the real 
estate owned by the Borrowers. The Partnership believed that control over the 
appointment of property manager was required in order to enhance the 
properties' profitability and maximize the Partnership's return on its 
investment. The investment was recorded at an amount equal to the discounted 
value of the Related-Party Note (Note 4), issued as consideration for the 
termination of the contracts of $6,645,072. The additional investment was not 
pushed down to the New LPs or Borrowers and is being amortized by the 
Partnership over 70 months, which is the expected holding period of the 
investments. For the year ended December 31, 1996, and for the period ended 
December 31, 1995, the Partnership amortized $1,139,155 and $1,044,226, 
respectively, of the additional investment, which has been included in 
equity in losses of real estate limited partnerships in the accompanying 
statements of operations. The New LPs' investments in the Borrowers are 
accounted for using the equity method.
 
Summarized combined condensed financial information for the New LPs and the
Borrowers as of December 31, 1996 and 1995, and for the year ended December 31,
1996, and for the period from January 20, 1995 (date of inception), through
December 31, 1995, is as follows:
 
<PAGE>

                                    NEW LPS
                  SUMMARIZED COMBINED CONDENSED BALANCE SHEETS
 

                                                    AS OF DECEMBER 31,
                                                 --------------------------
                                                    1996           1995
                                                 -----------    -----------
Investments in real estate partnerships........  $60,326,268    $71,290,336
Other assets...................................      202,927        257,928
                                                 -----------    -----------
    Total assets...............................  $60,529,195    $71,548,264
                                                 -----------    -----------
                                                 -----------    -----------
Note payable...................................  $17,951,495    $17,289,778
Other liabilities..............................    1,109,362        555,068
                                                 -----------    -----------
    Total liabilities..........................   19,060,857     17,844,846
Partners' capital..............................   41,468,338     53,703,418
                                                 -----------    -----------
    Total liabilities and partners' capital....  $60,529,195    $71,548,264
                                                 -----------    -----------
                                                 -----------    -----------


                                    NEW LPS
             SUMMARIZED COMBINED CONDENSED STATEMENTS OF OPERATIONS
 

                                                     1996            1995
                                                -------------    -------------
Equity in loss of limited partnerships......    $  (7,601,933)   $  (2,689,889)
                                                -------------    -------------
      Total revenue.........................       (7,601,933)      (2,689,889)
                                                -------------    -------------
Interest expense............................        2,716,150        2,375,474
Other expenses..............................          418,227          218,564
                                                -------------    -------------
                                                    3,134,377        2,594,038
                                                -------------    -------------
      Net loss..............................    $ (10,736,310)   $  (5,283,927)
                                                -------------    -------------
                                                -------------    -------------
                                                  
                                   BORROWERS      
                  SUMMARIZED COMBINED CONDENSED BALANCE SHEETS
 

                                                     AS OF DECEMBER 31,
                                               ------------------------------
                                                    1996            1995
                                               --------------  --------------
Rental property, net.......................    $  218,955,941  $  228,027,812
Other assets...............................        15,364,441      17,922,065
                                               --------------  --------------
      Total assets.........................    $  234,320,382  $  245,949,877
                                               --------------  --------------
                                               --------------  --------------
Mortgage note payable......................    $  166,997,173  $  166,714,244
Other liabilities..........................         6,603,428       7,218,365
                                               --------------  --------------
      Total liabilities....................       173,600,601     173,932,609
Partners' capital..........................        60,719,781      72,017,268
                                               --------------  --------------
      Total liabilities and                   
         partners' capital.................    $  234,320,382  $  245,949,877
                                               --------------  --------------
                                               --------------  --------------
<PAGE>


                                   BORROWERS
             SUMMARIZED COMBINED CONDENSED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                      1996           1995
                                                                 --------------  -------------
<S>                                                              <C>             <C>
Net rental revenue.............................................  $   42,927,992  $  37,482,063
Other revenue..................................................       2,179,437      1,998,493
                                                                 --------------  -------------
      Total revenue............................................      45,107,429     39,480,556
                                                                 --------------  -------------
General and administrative expenses............................       7,001,487      5,792,360
Utilities expense..............................................       4,627,719      3,676,905
Operating and maintenance expenses.............................       9,088,323      7,990,090
Taxes and insurance............................................       5,652,374      4,581,205
Interest on mortgage notes payable.............................      16,733,178     15,290,414
Depreciation and amortization..................................       9,905,741      4,866,639
                                                                 --------------  -------------
      Total expenses...........................................      53,008,822     42,197,613
                                                                 --------------  -------------
Net loss.......................................................  $   (7,901,393) $  (2,717,057)
                                                                 --------------  -------------
                                                                 --------------  -------------
</TABLE>
 
    A summary of the Partnership's investments in the New LPs is as follows:
 

                                                  1996           1995
                                              -------------  -------------
Beginning balance...........................   $ 21,069,246   $         --
  Initial investment in New LPs.............             --     28,325,474
  Distributions from New LPs................       (373,737)    (2,017,863)
  Equity in loss of New LPs.................     (9,601,377)    (5,238,365)
                                              -------------   ------------
Ending balance..............................  $  11,094,132   $ 21,069,246
                                              -------------   ------------
                                              -------------   ------------

4. RELATED-PARTY NOTE:
 
The Related-Party Note represents a note payable to Hall Financial Group, 
Inc. (the "Payee"), which is affiliated with one of the Partnership's limited 
partners, Albuquerque Whaler 95-HJV Limited Partnership. Payments of interest 
only are payable monthly at an interest rate of 6 percent per annum, 
compounded monthly. In the event of a non-major interest payment default, as 
defined, interest accrues at a rate of 9 percent per annum. Interest payments 
made by the Partnership amounted to $212,955 and $577,274 for the year ended 
December 31, 1996, and for the period from January 20, 1995, (date of debt 
origination) through December 31,1995, respectively. No principal payments 
are required on the Related-Party Note until its maturity date on December 
10, 2000.
 
In March 1996, the Partnership failed to make the interest payment required 
under the terms of the Related-Party Note. This failure constitutes a 
non-major interest payment default, as defined. Accordingly, interest on the 
Related-Party Note began accruing at the rate of 9 percent per annum as of 
the date of the default. The Payee has no other rights or remedies as a 
result of this non-major interest payment default.

<PAGE>



The Related-Party Note has been discounted for financial reporting purposes 
because the contractual interest rate of 6 percent per annum is below a 
market interest rate. The face value of the Related-Party Note is 
$11,744,056. The book value of the Related-Party Note at its origination date 
was $6,645,072, using an estimated market rate of 15 percent per annum at the 
origination date of the Related-Party Note. To account for this difference in 
interest rates, a discount of $5,098,984 was recorded. The discount is being 
amortized into interest expense over the life of the loan using the effective 
interest method. Amortization of the discount was $874,112 and $801,269 for 
the year ended December 31, 1996, and for the period ended December 31, 1995, 
respectively.
 
The Related-Party Note is secured by the Partnership's interest in the New
LPs and the interests of the general partners in the New LPs, in accordance with
the Pledge and Security Agreement dated February 8, 1995. Under separate
agreements, the Partnership's interest and the interests of the general partners
in the New LPs have been pledged to secure the New LPs' obligations to make
interest payments to their preferred A limited partner and distributions to
their preferred B limited partner.
 
5. RELATED-PARTY TRANSACTIONS AND COMPENSATION TO PARTNERS:
 
GENERAL AND ADMINISTRATIVE SERVICES
 
NHPMC is the project management agent for the Borrowers. The management
agreement has a primary term which expires November 7, 2000, and thereafter can
be extended on an annual basis under certain conditions. As of December 31, 1996
certain stockholders owning approximately 60 percent of the voting common stock
of NHP Incorporated also own the entities which are general and limited partners
of the Partnership.
 
During 1996 and 1995, personnel working at the Properties were employees of
NHP Incorporated, and therefore the Property reimbursed NHP Incorporated for the
actual salaries and related benefits totaling $4,245,949 and $3,458,934 in 1996
and 1995, respectively, as reflected in the Borrowers' combined financial
statements. At December 31, 1996 and 1995, trade payables include $231,348 and
$40,382, respectively, due to NHP Incorporated.
 
During 1996 and 1995, NHPMC received aggregate fees of $1,762,457 and
$1,399,190, respectively, for its services as management agent equal to 4
percent of the Properties rental collections. In addition, NHPMC and other
affiliates of NHP Incorporated received $331,484 and $453,872, respectively, as
of December 31, 1996 and 1995, for other services provided to the Properties.

During 1996 and 1995, NHP Partners, Inc., which wholly owns NHP-HG Ten, Inc. 
received $8,482  and $0, respectively, relating to direct administrative
costs, financial and tax reporting and loans and partnership agreement 
compliance.

DISTRIBUTIONS TO PARTNERS
 
Distributions of Partnership Receipts, as defined in the Partnership 
Agreement, are made to the partners in proportion to their respective 
ownership interests in the Partnership, monthly (if available), subject to a 
certain order of priorities, as defined in the Partnership Agreement. Net 
income is allocated among all partners first, to the extent of any current or 
prior period loss allocations or distributions in excess of current or prior 
period net profit allocations and second, in proportion to each Partner's 
ownership interest. Net losses are allocated to the Partners in proportion to 
their ownership interests.
 
<PAGE>

SPECIAL DISTRIBUTION
 
Upon mutual consent of the Partnership's partners, a distribution in the
amount of approximately $676,965 was made to the Partnership in June 1995
outside of the distribution method required under the New LPs' partnership
agreements. The funds for this distribution originated from the sale of a hedge
instrument by the Borrowers. Each Borrower distributed funds received related to
this sale to their respective New LPs, who in turn distributed the funds to the
Partnership. The Partnership in turn distributed approximately $646,000 of these
funds to its limited partners.
 
DUE FROM NEW LPS
 
Due from New LPs represents various advances to New LPs. These advances arise 
when cash is needed to fund operating deficits and certain distributions 
required by the New LPs. Principal and interest payments on these advances 
are due monthly at an interest rate of 10 percent per annum, compounded 
monthly. Of these amounts, $50,176 advanced in 1996 represents NPF Priority 
Funds (as defined in the Partnership Agreement) which have certain repayment 
priorities over other advances and over other distributions. Interest 
payments received by the Partnership amounted to $21,403 and $7,038 for the 
year ended December 31, 1996, and for the period from January 20, 1995 (date 
of inception), through December 31, 1995, respectively.
 
6. FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
In accordance with the requirements of SFAS No. 107, "Disclosure About Fair
Value of Financial Instruments," the Partnership must disclose the fair value of
its financial instruments as of December 31, 1996 and 1995. In the opinion of
management, with the exception of the Hall Note, the fair value of the
Partnership's financial instruments is not materially different from the
carrying amounts shown in the accompanying financial statements. Due to the
occurrence of a non-major default on the Related-Party Note, it is not
practicable to estimate the fair value of the Related-Party Note.
 
7. SUBSEQUENT EVENT:
 
On June 3, 1997, NHP Partners, Inc. was acquired by Apartment Investment and
Management Company ("AIMCO"), a real estate investment trust whose shares are
traded on the New York Stock Exchange.
 



<PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Partners of 
NHP New LP Entities (as defined in Note 1):
 
We have audited the accompanying combined balance sheets of NHP New LP
Entities (as defined in Note 1, collectively, the "New LPs") as of December 31,
1996 and 1995, and the related combined statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1996, and for
the period from January 20, 1995 (date of inception), through December 31, 1995.
These financial statements are the responsibility of the New LPs' management.
Our responsibility is to express an opinion on these combined 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 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 the
New LPs' 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 combined financial position of NHP New LP Entities
as of December 31, 1996 and 1995, and the combined results of their operations
and their cash flows for the year ended December 31, 1996, and for the period
from January 20, 1995 (date of inception), through December 31, 1995, in
conformity with generally accepted accounting principles.

                                                 ARTHUR ANDERSEN LLP
 
Washington, D.C.,
  February 20, 1997 (except with 
  respect to the matter discussed in 
  Note 8, as to which the date is 
  June 3, 1997)

<PAGE>

                             NHP New LP Entities 
                            (as defined in Note 1)
 
                            Combined Balance Sheets 
                        As of December 31, 1996 and 1995
 

                                     Assets
 
<TABLE>
<CAPTION>
                                                      1996           1995
                                                 -------------   -------------
<S>                                                    <C>            <C>
Cash and cash equivalents......................  $          --   $       3,293
Investment in NHP Borrower Entities............     60,326,268      71,290,336
Deferred finance costs, net of accumulated 
  amortization of   $98,779 and $47,071 as 
  of December 31, 1996 and 1995, respectively..        202,927         254,635
                                                 -------------   -------------
     Total assets..............................  $  60,529,195   $  71,548,264
                                                 -------------   -------------
                                                 -------------   -------------

                        Liabilities and Partners' Capital

Accounts payable and accrued expenses..........  $     283,591   $     282,206
Due to NHP Southwest Partners, L.P.............        825,771         272,862
Related-party loan, net of original issue 
  discount of   $2,596,233 and $3,257,950 as 
  of December 31, 1996 and 1995, respectively..     17,951,495      17,289,778

Partners' capital..............................     41,468,338      53,703,418
                                                 -------------   -------------
    Total liabilities and partners' capital....  $  60,529,195   $  71,548,264
                                                 -------------   -------------
                                                 -------------   -------------
</TABLE>

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

<PAGE>
                             NHP New LP Entities 
                            (as defined in Note 1)
 
                      Combined Statements of Operations 
                  For the Year Ended December 31, 1996, and
           For the Period From January 20, 1995 (Date of Inception), 
                         Through December 31, 1995
 
<TABLE>
<CAPTION>
                                                      1996            1995
                                                 --------------  -------------
<S>                                                    <C>             <C>
Equity in losses of NHP Borrower Entities......  $   (7,601,933) $  (2,689,889)
                                                 --------------  -------------
Expenses:
  Interest expense on related-party loan.......       2,646,454      2,359,701
  Professional fees............................         366,519        171,494
  Amortization of deferred finance costs.......          51,708         47,071
  Interest expense to NHP Southwest           
   Partners, L.P...............................          69,696         15,772
                                                 --------------  -------------
      Total expenses...........................       3,134,377      2,594,038
                                                 --------------  -------------
      Net loss.................................  $  (10,736,310) $  (5,283,927)
                                                 --------------  -------------
                                                 --------------  -------------
</TABLE>

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


<PAGE>
                              NHP New LP Entities 
                             (as defined in Note 1)
 
              Combined Statements of Changes in Partners' Capital 
                  For the Year Ended December 31, 1996, and 
            For the Period From January 20, 1995 (Date of Inception),
                           Through December 31, 1995
 
<TABLE>
<CAPTION>
                                       GENERAL      LIMITED
                                       PARTNERS     PARTNERS         TOTAL
                                      ----------  -------------  -------------
<S>                                      <C>           <C>            <C>
Initial capital contributions.......  $  630,788  $  62,448,214  $  63,079,002
  Distributions to partners.........     (29,826)    (4,061,831)    (4,091,657)
  Net loss..........................     (52,838)    (5,231,089)    (5,283,927)
                                      ----------  -------------  -------------
Balance, December 31, 1995..........     548,124     53,155,294     53,703,418
  Distributions to partners.........     (12,012)    (1,486,758)    (1,498,770)
  Net loss..........................    (107,366)   (10,628,944)   (10,736,310)
                                      ----------  -------------  -------------
Balance, December 31, 1996..........  $  428,746  $  41,039,592  $  41,468,338
                                      ----------  -------------  -------------
                                      ----------  -------------  -------------
</TABLE>

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

<PAGE>
                               NHP New LP Entities 
                             (as defined in Note 1)
 
                       Combined Statements of Cash Flows 
                   For the Year Ended December 31, 1996, and
           For the Period From January 20, 1995 (Date of Inception), 
                          Through December 31, 1995
 
<TABLE>
<CAPTION>
                                                      1996           1995
                                                 --------------  -------------
<S>                                                    <C>            <C>
Cash flows from operating activities:
Net loss.......................................  $  (10,736,310) $  (5,283,927)
Adjustments to reconcile net loss to net 
  cash used in operating activities--
    Equity in losses of NHP Borrower Entities..       7,601,933      2,689,889
    Amortization of deferred finance costs.....          51,708         47,071
    Amortization of original issue discount....         661,717        602,073
    Change in accounts payable and accrued 
      expenses.................................           1,385        282,206
                                                 --------------  -------------
        Net cash used in operating activities..      (2,419,567)    (1,662,688)
                                                 --------------  -------------
Cash flows from investing activities:
    Investment in NHP Borrower Entities...........           --    (79,349,276)
    Distributions received from NHP Borrower 
      Entities....................................    3,362,135      5,369,051
                                                 --------------  -------------
        Net cash provided by (used in) investing 
        activities................................    3,362,135    (73,980,225)
                                                 --------------  -------------
Cash flows from financing activities:
     Proceeds from related-party loan..........              --     16,687,705
     Initial capital contributions.............              --     63,079,002
     Distributions to partners.................      (1,498,770)    (4,091,657)
     Payment of deferred finance costs.........              --       (301,706)
     Change in due to NHP Southwest
       Partners, L.P...........................         552,909        272,862
                                                 --------------  -------------
        Net cash (used in) provided by 
        financing activities...................        (945,861)    75,646,206
                                                 --------------  -------------
Net (decrease) increase in cash and cash 
   equivalents.................................          (3,293)         3,293
Cash and cash equivalents, beginning of 
   period......................................           3,293             --
                                                 --------------  -------------
Cash and cash equivalents, end of period.......  $           --  $       3,293
                                                 --------------  -------------
                                                 --------------  -------------
Supplemental information:
     Cash paid during the year for interest....  $    1,984,896  $   1,600,946
                                                 --------------  -------------
                                                 --------------  -------------
</TABLE>

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


<PAGE> 
                              NHP New LP Entities 
                             (as defined in Note 1)
 
                     Notes to Combined Financial Statements 
                       As of December 31, 1996 and 1995
 
1. The Partnerships:
 
ORGANIZATION
 
NHP New LP Entities (collectively, the "New LPs" and individually, the "New 
LP"), consisting of 32 partnerships, were organized on January 20, 1995 (date 
of inception), for the purpose of investing in real estate by acquiring and 
holding limited partnership interests in the NHP Borrower Entities 
(collectively, the "Borrowers" and individually, the "Borrower"), as defined 
below.
 
NHP-HG Eleven, Inc., a wholly owned subsidiary of NHP Partners, Inc., and
Albuquerque Whaler 95-NLP Corporation are the general partners of the New LPs,
each with a 0.5 percent general partner interest. The New LPs are under the
common control of the general partners who have equal and exclusive authority to
make significant partnership decisions. The New LPs' limited partners are NHP
Southwest Partners, L.P. (the "Master Partnership" or "Common LP"), Albuquerque
Whaler 95-PLP Limited Partnership (the "Preferred A LP") and a third limited
partner which is unique to each New LP (the "Preferred B LPs"), with 79, 0 and
20 percent ownership interests, respectively, in the New LP, respectively
(the "Sharing Ratios," as defined in each New LP's partnership agreement), (Note
3). The Preferred B LPs are all affiliates of Hall Financial Group.
 
BASIS OF PRESENTATION
 
Each New LP holds a 99 percent limited partner interest in one Borrower
entity. The New LPs, along with their respective Borrower investor are listed
below:
 
<TABLE>
<CAPTION>
NEW LP                                      BORROWER
- ---------------------------------------     -----------------------------------
<S>                                         <C>
NHP Bayberry Associates, LP                 NHP Bayberry, LP
NHP Carriage Associates, LP                 NHP Carriage, LP
NHP Center Associates, LP                   NHP Center, LP
NHP Cornerstone Associates, LP              NHP Cornerstone, LP
NHP Dove Associates, LP                     NHP Dove, LP
NHP Forest II Associates, LP                NHP Forest II, LP
NHP Gates of Arlington Associates, LP       NHP Gates of Arlington, LP
NHP Elk Associates, LP                      NHP Elk, LP
NHP Green Associates, LP                    NHP Green, LP
NHP Heather I Associates, LP                NHP Heather I, LP
NHP Heather II Associates, LP               NHP Heather II, LP
NHP Laurel III Associates, LP               NHP Laurel III, LP
</TABLE>
<PAGE>
                                       2
<TABLE>
<CAPTION>
NEW LP                                      BORROWER
- ---------------------------------------     -----------------------------------
<S>                                         <C>
NHP Twin Associates, LP                     NHP Twin, LP
NHP Mill Creek Associates, LP               NHP Mill Creek, LP
NHP Forest IV Associates, LP                NHP Forest IV, LP
NHP Oak Associates, LP                      NHP Oak, LP
NHP Paradise Bay Associates,LP              NHP Paradise Bay, LP
NHP Park Associates, LP                     NHP Park, LP
NHP Parkview Associates, LP                 NHP Parkview, LP
NHP Pine Creek Manor Associates, LP         NHP Pine Creek Manor, LP
NHP Summer Associates, LP                   NHP Summer, LP
NHP Summit Associates, LP                   NHP Summit, LP
NHP Sunridge Associates, LP                 NHP Sunridge, LP
NHP Lane Associates, LP                     NHP Lane, LP
NHP Coach Associates, LP                    NHP Coach, LP
NHP Regal Associates, LP                    NHP Regal, LP
NHP Villa Associates, LP                    NHP Villa, LP
NHP Timberview Associates, LP               NHP Timberview, LP
NHP Longfellow Associates, LP               NHP Longfellow, LP
NHP Port Richey Associates, LP              NHP Port Richey, LP
NHP Midland Associates, LP                  NHP Midland, LP
NHP Woodcreek Associates, LP                NHP Woodcreek, LP
</TABLE>
 
The accompanying financial statements present the combined financial position
and results of operations for the New LPs, which are under the common control 
of NHP-HG Eleven, Inc. and Albuquerque Whaler 95-NLP Corporation. The New LPs'
sole source of cash is distributions from the Borrowers.
 
The Borrowers each purchased one rental housing property on February 8, 1995, 
except NHP Heather I, which purchased its property on June 15, 1995. As 
further described in Notes 4 and 5, the properties are subject to certain 
third party and related party debt, which contain cross-collateralization 
provisions.

All of the New LPs listed above are included in the accompanying combined
financial statements for all periods presented, with the exception of NHP
Heather I whose property's operations are included only from its purchase date.
 
2. Significant Accounting Policies:
 
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.

<PAGE>
                                       3

CASH AND CASH EQUIVALENTS
 
The Partnerships consider all highly liquid investments with initial maturities
of 90 days or less to be cash equivalents.
 
NHP Management Company ("NHPMC"), a wholly owned subsidiary of NHP
Incorporated (Note 5), and an affiliate of NHP Partners, Inc., maintains at
banks concentrated cash and cash equivalent accounts of affiliated entities for
which it provides management services. As of December 31, 1996 and 1995, NHPMC
held $0 and $3,293, respectively, on behalf of the New LPs, which is included in
cash and cash equivalents in the accompanying combined balance sheets.
 
AMORTIZATION
 
Deferred finance costs are amortized over the appropriate mortgage loan
period using the effective interest method. The related amortization is recorded
as amortization of deferred finance costs in the accompanying combined
statements of operations.
 
INCOME TAXES
 
The New LPs are not tax-paying entities and, accordingly, no provision has
been recorded for Federal or state income tax purposes. The partners are
individually responsible for reporting their share of the New LPs' taxable
income on their income tax returns. In the event of an examination of the New
LPs' tax return by the Internal Revenue Service, the tax liability of the
partners could be changed if an adjustment in the New LPs' income is ultimately
sustained by the tax authorities.
 
Certain transactions of the New LPs may be subject to accounting methods for
income tax purposes that differ from the accounting methods used in preparing
these combined financial statements in accordance with generally accepted
accounting principles. Accordingly, the net income or loss of the New LPs and
the resulting balances in the partners' capital accounts reported for income tax
purposes may differ from the balances reported for those same items in the
combined financial statements.
 
RECLASSIFICATIONS
 
Certain 1995 amounts have been reclassified to conform with the 1996
presentation.

<PAGE>
                                       4
 
3. Partnership Profits and Losses and Distributions:
 
Net cash flow, as defined in the New LPs' partnership agreements, is
distributed to the partners monthly, based on calculations and preferences
defined in the New LPs' partnership agreements. Allocations of net income are
made in accordance with the New LPs' partnership agreements, generally, to
certain limited partners until certain preferences are satisfied, then in
accordance with the partners' Sharing Ratios. Net losses are generally 
allocated in accordance with each partner's Loss Sharing Ratio, as defined in 
the New LPs' partnership agreements.
 
SPECIAL DISTRIBUTION
 
Upon mutual consent of the partners, a distribution from the New LPs in the
total amount of $676,965 was made to the Master Partnership in June 1995 outside
of the distribution method required under the New LPs' partnership agreements.
The funds for this distribution originated from the sale of a hedge instrument
by the Borrowers. Each Borrower distributed funds received related to this sale
to its respective New LP, which in turn distributed the funds to the Master
Partnership.
 
During the first quarter of 1996, certain New LPs made discretionary
payments totaling $276,567 to their Preferred B LP. The funds for distribution
were received from NHP Southwest Partners, L.P., in order to pay cumulative
preferred distributions due to the Preferred B LP, under the provisions of the
New LPs' partnership agreements. 
 
4. Partners' Capital:

A summary of the New LPs' capital balances for the years ended December 31,
1996 and 1995, is as follows:
 
<TABLE>
<CAPTION>
NEW LP                                                 1996           1995
- ------------------------------------------------  -------------  -------------
<S>                                                     <C>            <C>
NHP Bayberry Associates, LP                       $   1,003,857  $   1,604,653
NHP Carriage Associates, LP                             774,437      1,082,587
NHP Center Associates, LP                             1,751,267      1,888,708
NHP Cornerstone Associates, LP                          311,224        661,759
NHP Dove Associates, LP                                 876,618      1,019,074
NHP Forest II Associates, LP                          1,340,440      1,982,905
NHP Gates of Arlington Associates, LP                 3,054,679      3,510,959
NHP Elk Associates, LP                                1,972,480      2,754,986
NHP Green Associates, LP                              1,348,699      1,905,259
NHP Heather I Associates, LP                            695,044        885,983
NHP Heather II Associates, LP                           597,595        716,532
NHP Laurel III Associates, LP                           334,095        476,658
NHP Twin Associates, LP                               1,379,692      1,913,420
NHP Mill Creek Associates, LP                           655,096        791,174
NHP Forest IV Associates, LP                          1,755,703      2,172,186
NHP Oak Associates, LP                                 (385,136)        61,720
NHP Paradise Bay Associates, LP                       3,854,913      4,715,259
</TABLE>
<PAGE>
                                       5
<TABLE>
<CAPTION>
NEW LP                                                  1996           1995
- -------------------------------------------------  -------------  -------------
<S>                                                      <C>            <C>
NHP Park Associates, LP                            $     328,122  $     418,782
NHP Parkview Associates, LP                              606,067        944,330
NHP Pine Creek Manor Associates, LP                      122,742        276,831
NHP Summer Associates, LP                              1,122,612      1,163,619
NHP Summit Associates, LP                              1,390,526      1,645,475
NHP Sunridge Associates, LP                            2,735,818      3,534,579
NHP Lane Associates, LP                                3,251,318      4,125,498
NHP Coach Associates, LP                               1,222,574      1,574,672
NHP Regal Associates, LP                               3,486,946      4,349,527
NHP Villa Associates, LP                                 911,094      1,074,053
NHP Timberview Associates, LP                          1,278,884      1,498,648
NHP Longfellow Associates, LP                          1,204,835      1,497,433
NHP Port Richey Associates, LP                         1,110,640      1,507,524
NHP Midland Associates, LP                               528,637        580,819
NHP Woodcreek Associates, LP                             846,820      1,367,806
                                                   -------------  -------------
                                                   $  41,468,338  $  53,703,418
                                                   -------------  -------------
                                                   -------------  -------------

</TABLE>

5. Investment in Borrowers:
 
The New LPs' investments in the Borrowers are accounted for by the New LPs
using the equity method of accounting. Accordingly, the New LPs reflect as
income or expense their percentage ownership share in earnings or losses of each
partnership. Distributions received from the Borrowers are recorded as returns
or reduction of investment in NHP Borrower Entities. Contributions and loans are
recorded as an increase in investment in NHP Borrower Entities. Because the New
LP's equity in loss of each Borrower cannot exceed its capital balance, the
equity in losses of NHP Borrower Entities as reflected in these combined
financial statements do not necessarily reflect the total losses of the
Borrowers.

Summarized combined financial information for the Borrowers as of December
31, 1996 and 1995, and for the year ended December 31, 1996, and for the period
from January 20, 1995 (date of inception), through December 31, 1995, is as
follows:
 
                 SUMMARIZED COMBINED CONDENSED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31,
                                                 ------------------------------
<S>                                                   <C>             <C>
                                                      1996            1995
                                                 --------------  --------------
Rental property, net...........................  $  218,955,941  $  228,027,812
Other assets...................................      15,364,441      17,922,065
                                                 --------------  --------------
     Total assets..............................  $  234,320,382  $  245,949,877
                                                 --------------  --------------
                                                 --------------  --------------
Mortgage notes payable, net....................  $  166,997,173  $  166,714,244
Other liabilities..............................       6,603,428       7,218,365
                                                 --------------  --------------
     Total liabilities.........................     173,600,601     173,932,609

Partners' capital..............................      60,719,781      72,017,268
                                                 --------------  --------------
     Total liabilities and partners' capital...  $  234,320,382  $  245,949,877
                                                 --------------  --------------
                                                 --------------  --------------
</TABLE>
<PAGE>
                                       6

               SUMMARIZED COMBINED CONDENSED STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                      1996           1995
                                                 --------------  -------------
<S>                                                   <C>             <C>
Net rental revenue.............................  $   42,927,992  $  37,482,063
Other revenue..................................       2,179,437      1,998,493
                                                 --------------  -------------
    Total revenue..............................      45,107,429     39,480,556
                                                 --------------  -------------
General administrative expenses................       7,001,487      5,792,360
Utilities expense..............................       4,627,719      3,676,905
Operating and maintenance expenses.............       9,088,323      7,990,090
Taxes and insurance............................       5,652,374      4,581,205
Other financial expenses.......................       2,397,165      2,594,414
Interest on mortgage notes payable.............      14,336,013     12,696,000
Depreciation...................................       9,905,741      4,866,639
                                                 --------------  -------------
     Total expenses............................      53,008,822     42,197,613
                                                 --------------  -------------
     Net loss..................................  $   (7,901,393) $  (2,717,057)
                                                 --------------  -------------
                                                 --------------  -------------
</TABLE>
 
A summary of the New LPs' investments in the Borrowers is as follows:
 
<TABLE>
<CAPTION>
                                                       1996           1995
                                                   -------------  ------------
<S>                                                    <C>            <C>
Beginning balance................................  $  71,290,336  $         --
    Initial investment...........................             --    79,349,276
    Equity in losses.............................     (7,601,933)   (2,689,889)
    Distributions................................     (3,362,134)   (5,369,051)
                                                   -------------  ------------
Ending balance...................................  $  60,326,269  $ 71,290,336
                                                   -------------  ------------
                                                   -------------  ------------
</TABLE>
 
6. Related-Party Transactions and Compensation to Partners:
 
NHPMC is the project management agent for the Borrowers. The management 
agreement has a primary term which expires November 7, 2000, and thereafter 
can be extended on an annual basis under certain conditions. NHPMC receives a 
fee equal to 4 percent of the properties' rental collections related to this 
service. As of December 31, 1996, certain stockholders owning approximately 60 
percent of the voting stock of NHP Incorporated also own NHP Partners, Inc., 
which holds general and limited partnership interests in the Master 
Partnership, the New LPs, and the Borrowers.
 
During 1996 and 1995, personnel working at the Properties were employees of 
NHP Incorporated, and therefore the Properties reimbursed NHP Incorporated 
for the actual salaries and related benefits totaling $4,245,949 and 
$3,458,934 in 1996 and 1995, respectively, as reflected in the Borrowers' 
combined financial statements. At December 31, 1996 and 1995, trade payables 
include $231,348 and $40,382, respectively, due to NHP Incorporated.
 
During 1996 and 1995, NHPMC received aggregate fees of $1,762,457 and
$1,399,190, respectively, for its services as management agent equal to 4
percent of the Properties rental 

<PAGE>
                                       7

collections. In addition, NHPMC and other affiliates of NHP Incorporated 
received $331,484 and $453,872, in 1996 and 1995, respectively, for other
services provided to the Properties.

During 1996 and 1995, NHP Partners, Inc., which wholly owns NHP-HG Eleven, 
Inc. received $100,453 and $0, respectively relating to direct administrative 
costs, financial and tax reporting and loans and partnership agreement 
compliance.
 
RELATED-PARTY LOAN
 
The related-party loan represents a note payable from the New LPs to the 
Preferred A LP originated on February 8, 1995. The New LPs have not entered 
into separate loans. Rather, the amount of the related-party loan was 
allocated to each of the New LPs based upon mutual agreement of the New LPs. 
The total balance of the related-party loan was $20,547,728 at both December 
31, 1996 and 1995. In the event that the individual New LPs are unable to 
make their share of the payments required under the terms of the 
related-party loan, they may borrow the necessary funds from the other New 
LPs or the Common LP. Aggregate interest payments only are payable monthly at 
an interest rate of 9.66 percent per annum. Aggregate interest payments made 
by the New LPs amounted to $1,984,896 and $1,600,946 for the year ended 
December 31, 1996, and the period from February 8, 1995 (date of debt 
origination), through December 31, 1995, respectively. Principal and interest 
payments of $274,854 are required monthly on the related-party loan from the 
New LPs commencing March 1, 1997. The related-party loan matures on December 
3, 2000, at which time all unpaid principal and interest are due. The 
related-party loan matures as follows:
 
<TABLE>
<CAPTION>
      YEAR ENDED
     DECEMBER 31,
    -------------
         <S>                                        <C>
        1997                                  $   2,748,140
        1998                                      3,298,247
        1999                                      3,298,247
        2000                                     11,203,094
                                              -------------
            Total...........................  $  20,547,728
                                              -------------
                                              -------------
</TABLE>
 
The related-party loan is secured by the interests of the New LPs in the
Borrowers and by the interests of all of the partners in the New LPs.
 
In connection with the issuance of the related-party loan, the New LPs
recorded a discount of $3,860,023 and capitalized deferred finance costs of
$301,706. Amortization related to the discount and deferred finance costs was
$661,716 and $51,708, respectively, in 1996, and $602,073 and $47,071,
respectively, in 1995, and is included in interest expense on related-party loan
and amortization of deferred finance costs, respectively, in the accompanying
combined statements of operations.
 
FUNDING OF NEW LP OPERATING DEFICITS
 
In the event that the individual New LPs are unable to meet their operating
costs or make certain distributions, they may borrow funds from one or more of
the New LPs that have surplus cash. Interest accrues on these borrowings at a
simple interest rate of 10 percent per annum, and amounts due are repaid the
following month based on available cash. As of December 31, 1996 and 1995,
interpartnership borrowings of $565,167 and $77,390, respectively, were 
outstanding, which have been eliminated in these combined financial statements.

<PAGE>
                                       8

Due to NHP Southwest Partners, L.P.
 
Funding from the Common LP is reflected as due to NHP Southwest Partners,
L.P. in the accompanying combined balance sheets. Interest accrues on these
amounts at a rate of 10 percent per annum compounded monthly and is repaid the
following month based on available cash as defined by the Partnerships'
partnership agreements. During 1996 and 1995, interest expense incurred under
this arrangement was $69,696 and $15,772, respectively.
 
7. Fair Value of Financial Instruments:
 
In accordance with the requirements of SFAS No. 107, "Disclosure About Fair
Value of Financial Instruments," the New LPs must disclose the fair value of
their financial instruments as of December 31, 1996 and 1995. In the opinion of
management, the fair value of the New LPs' financial instruments is not
materially different from the carrying amounts shown in the accompanying
combined financial statements.
 
8. Subsequent Event:
 
On June 3, 1997, NHP Partners, Inc. was acquired by Apartment Investment and
Management Company ("AIMCO"), a real estate investment trust whose shares are
traded on the New York Stock Exchange.


<PAGE>


                      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Partners of 
NHP Borrower Entities (as defined in Note 1):
 
    We have audited the accompanying combined balance sheets of NHP Borrower 
Entities (as defined in Note 1) (the "Borrowers") as of December 31, 1996 and 
1995, and the related combined statements of operations, changes in partners' 
capital, and cash flows for the year ended December 31, 1996, and for the 
period from January 20, 1995 (date of inception), through December 31, 1995. 
These financial statements are the responsibility of the Borrowers' 
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 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 the Borrowers' 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 combined financial position of NHP 
Borrower Entities as of December 31, 1996 and 1995, and the combined results 
of their operations and their cash flows for the year ended December 31, 
1996, and for the period from January 20, 1995 (date of inception), through 
December 31, 1995, in conformity with generally accepted accounting 
principles.
 
    Our audits were made for the purpose of forming an opinion on the basic 
combined financial statements taken as a whole. Schedule II -- Allowance for 
Doubtful Accounts and Schedule III -- Real Estate and Accumulated 
Depreciation are presented for purposes of complying with the Securities and 
Exchange Commission's rules and are not part of the basic combined financial 
statements. Schedule II for the years ended December 31, 1996 and 1995, and 
Schedule III for the year ended December 31, 1996 have been subjected to the 
auditing procedures applied in 

<PAGE>

Page 2 


the audits of the basic combined financial statements and, in our opinion, 
fairly state in all material respects the financial data required to be set 
forth therein in relation to the basic combined financial statements taken as 
a whole.
 
                                                ARTHUR ANDERSEN LLP


Washington, D.C.,
  February 20, 1997 (except with 
  respect to the matter discussed in 
  Note 8, as to which the date is 
  June 3, 1997)
 


<PAGE>

                                 NHP Borrower Entities 
                                 (as defined in Note 1)
 
                                 Combined Balance Sheets 
                             As of December 31, 1996 and 1995
 

                                    ASSETS

<TABLE>

<CAPTION>

                                                                    1996            1995
                                                               --------------  --------------
<S>                                                            <C>             <C>
Rental property, at cost:
  Land.......................................................  $   41,699,862  $   41,699,862
  Buildings and improvements, net of accumulated depreciation
    of $10,791,208 and $3,345,545 as of December 31, 1996 and
    1995, respectively.......................................     173,393,740     180,187,360
  Furniture, fixtures and equipment, net of accumulated
    depreciation of $3,972,190 and $1,521,094 as of 
    December 31, 1996 and 1995, respectively.................       3,862,339       6,140,590
                                                               --------------  --------------
                                                                  218,955,941     228,027,812
                                                               --------------  --------------
Cash and cash equivalents....................................       1,664,038       1,570,276

Tenant receivables, net of allowance for doubtful accounts of
  $126,832 and $91,474 as of December 31, 1996 and 1995,
  respectively...............................................          95,670          74,471

Escrows and deposits.........................................       5,460,653       6,530,885

Deferred finance costs, net of accumulated amortization of
  $3,634,476 and $1,759,158 as of December 31, 1996 and 1995,
  respectively...............................................       7,344,982       9,220,300

Other assets.................................................         799,098         526,133
                                                               --------------  --------------
       Total assets..........................................  $  234,320,382  $  245,949,877
                                                               --------------  --------------
                                                               --------------  --------------

                             LIABILITIES AND PARTNERS' CAPITAL

Mortgage notes payable, net of discount of $1,108,133 and
  $1,391,062 as of December 31, 1996 and 1995,
  respectively...............................................  $  166,997,173  $  166,714,244

Accounts payable and accrued expenses........................       5,264,067       5,966,498

Other liabilities............................................       1,339,361       1,251,867

Partners' capital............................................      60,719,781      72,017,268
                                                               --------------  --------------
       Total liabilities and partners' capital...............  $  234,320,382  $  245,949,877
                                                               --------------  --------------
                                                               --------------  --------------
</TABLE>
 

The accompanying notes are an integral part of these combined balance sheets.

<PAGE>

                               NHP Borrower Entities 
                               (as defined in Note 1)
 
                            Combined Statements of Operations 
                        For the Year Ended December 31, 1996, and
                 For the Period From January 20, 1995 (Date of Inception), 
                              Through December 31, 1995
 

<TABLE>
<CAPTION>
                                                                      1996           1995
                                                                 --------------  -------------
<S>                                                              <C>             <C>
Revenues:
  Rental revenue...............................................  $   42,927,992  $  37,482,063
  Interest income..............................................         267,409        339,658
  Other revenue................................................       1,912,028      1,658,835
                                                                 --------------  -------------
     Total revenue.............................................      45,107,429     39,480,556
                                                                 --------------  -------------
Expenses:

  General and administrative, including amounts associated with
    related parties of $3,488,943 and $2,895,995 in 1996 and
    1995, respectively.........................................       7,001,487      5,792,360
  Utilities....................................................       4,627,719      3,676,905
  Operating and maintenance, including amounts associated with
    related parties of $2,524,429 and $2,103,661 in 1996 and
    1995, respectively.........................................       9,088,323      7,990,090
  Taxes and insurance..........................................       5,652,374      4,581,205
  Depreciation.................................................       9,905,741      4,866,639
  Interest on mortgage notes payable...........................      16,733,178     14,786,483
  Loss on sale of hedge instrument (Note 5)....................              --        503,931
                                                                 --------------  -------------
     Total expenses............................................      53,008,822     42,197,613
                                                                 --------------  -------------
     Net loss..................................................  $   (7,901,393) $  (2,717,057)
                                                                 --------------  -------------
                                                                 --------------  -------------
</TABLE>
 

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


<PAGE>

                               NHP Borrower Entities 
                               (as defined in Note 1)
 
                     Combined Statements of Changes in Partners' Capital 
                       For the Year Ended December 31, 1996, and 
                   For the Period From January 20, 1995 (Date of Inception),
                                Through December 31, 1995
 

<TABLE>
<CAPTION>
                                                                          GENERAL       LIMITED
                                                                          PARTNERS     PARTNERS         TOTAL
                                                                         ----------  -------------  -------------
<S>                                                                      <C>         <C>            <C>
Initial capital contributions..........................................  $ 801,508  $  79,349,276  $  80,150,784
 Distributions to partners.............................................    (47,408)    (5,369,051)    (5,416,459)
 Net loss..............................................................    (27,168)    (2,689,889)    (2,717,057)
                                                                         ----------  -------------  -------------
Balance, December 31, 1995.............................................    726,932     71,290,336     72,017,268
 Distributions to partners.............................................    (33,960)    (3,362,134)    (3,396,094)
 Net loss..............................................................    (79,014)    (7,822,379)    (7,901,393)
                                                                         ----------  -------------  -------------
Balance, December 31, 1996.............................................  $ 613,958  $  60,105,823  $  60,719,781
                                                                         ----------  -------------  -------------
                                                                         ----------  -------------  -------------
</TABLE>
 

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


<PAGE>

                                 NHP Borrower Entities 
                                 (as defined in Note 1)


                               Combined Statements of Cash Flows 
                           For the Year Ended December 31, 1996, and
              For the Period from January 20, 1995 (Date of Inception), 
                               Through December 31, 1995
 

<TABLE>
<CAPTION>
                                                                     1996            1995
                                                                --------------  --------------
<S>                                                             <C>             <C>

Reconciliation of net loss to net cash provided by operating
  activities:
  Net loss....................................................  $   (7,901,393) $   (2,717,057)
  Adjustments to reconcile net loss to net cash provided by
    operating activities--
      Depreciation............................................       9,905,741       4,866,639
      Amortization............................................       2,158,247       1,990,566
      Loss on sale of hedge instrument (Note 5)...............              --         503,931
      Change in tenant receivables............................         (21,199)        (74,471)
      Change in escrows and deposits..........................         358,041      (4,288,521)
      Change in other assets..................................        (374,459)       (416,912)
      Change in accounts payable and accrued expenses.........        (600,938)      5,855,693
      Change in other liabilities.............................          87,494       1,251,867
                                                                --------------  --------------
         Net cash provided by operating activities............      3,611,534       6,971,735
                                                                --------------  --------------
Cash flows from investing activities:
  Purchase of fixed assets....................................        (833,869)   (232,894,453)
  Proceeds from sale of hedge instrument (Note 5).............              --         676,694
  Withdrawals from (payments to) replacement reserve, net.....         712,191      (2,242,362)
                                                                --------------  --------------
         Net cash used in investing activities................        (121,678)   (234,460,121)
                                                                --------------  --------------
Cash flows from financing activities:
  Receipts from mortgage notes payable........................              --     166,484,420
  Initial capital contributions from partners.................              --      80,150,784
  Distributions to partners...................................      (3,396,094)     (5,416,459)
  Payments of deferred finance costs..........................              --     (12,160,083)
                                                                --------------  --------------
         Net cash (used in) provided by financing activities..      (3,396,094)    229,058,662
                                                                --------------  --------------
Net increase in cash and cash equivalents.....................          93,762       1,570,276
Cash and cash equivalents, beginning of period................       1,570,276              --
                                                                --------------  --------------
Cash and cash equivalents, end of period......................  $    1,664,038  $    1,570,276
                                                                --------------  --------------
                                                                --------------  --------------
Supplemental information:
  Cash paid during the year for interest......................  $   14,336,013  $   12,696,000
                                                                --------------  --------------
                                                                --------------  --------------
</TABLE>
 

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

<PAGE>

                                  NHP Borrower Entities 
                                 (as defined in Note 1)
 
                              Notes to Combined Financial Statements 
                                As of December 31, 1996 and 1995
 
1. THE PARTNERSHIPS:
 
ORGANIZATION
 
    NHP Borrower Entities (the "Borrowers"), and individually the "Borrower" 
consisting of 32 partnerships, were organized on January 20, 1995 (date of 
inception), for the purpose of owning and operating real estate.
 

    Each Borrower purchased a rental housing project (collectively, the 
"Properties," and individually, the "Property") on February 8, 1995 (with the 
exception of Heather I, which purchased its Property on June 15, 1995) from 
entities affiliated with Hall Financial Group (collectively, the "Sellers"). 
The Borrowers each have the same general partners, and are under the common 
control of NHP-HG Twelve, Inc. ("NHP Twelve"), a wholly owned subsidiary of 
NHP Partners, Inc., and Albuquerque Whaler 95-B Corporation ("AW95-B"), with 
each holding a 0.5 percent general partner interest, and with each having 
equal and exclusive authority to make significant partnership decisions. Each 
Borrower also has a 99 percent limited partner (collectively, the "New LPs" 
and individually the "New LP"), in which the Sellers and an equity investment 
of NHP Partners, Inc. have preferred limited partnership interests.
 
BASIS OF PRESENTATION
 
    The Borrowers, along with their respective New LP limited partners are 
listed below:
 
<TABLE>
<CAPTION>
             NEW LP                        BORROWER                     PROPERTY NAME
- ------------------------------  ------------------------------  ------------------------------
<S>                             <C>                             <C>
NHP Bayberry Associates, LP...  NHP Bayberry, LP                Bayberrytree Apartments
NHP Carriage Associates, LP...  NHP Carriage, LP                Carriagetree Apartments
NHP Center Associates, LP.....  NHP Center, LP                  Centertree Apartments
NHP Cornerstone Associates, LP  NHP Cornerstone, LP             Cornerstone Apartments
NHP Dove Associates, LP.......  NHP Dove, LP                    Dovetree Apartments
NHP Forest II Associates, LP    NHP Forest II, LP               Forestree II Apartments
NHP Gates of Arlington
  Associates, LP..............  NHP Gates of Arlington, LP      Gates of Arlington Apartments
NHP Elk Associates, LP........  NHP Elk, LP                     Gatewood Apartments
NHP Green Associates, LP......  NHP Green, LP                   Greentree Apartments
NHP Heather I Associates, LP    NHP Heather I, LP               Heathertree Apartments
NHP Heather II Associates, LP   NHP Heather II, LP              Heathertree Apartments
NHP Laurel III Associates, LP   NHP Laurel III, LP              Laurel Tree III Apartments
NHP Twin Associates, LP.......  NHP Twin, LP                    Los Altos Tower
NHP Mill Creek Associates, LP   NHP Mill Creek, LP              Mill Creek Apartments
NHP Forest IV Associates, LP    NHP Forest IV, LP               Northcross Apartments
NHP Oak Associates, LP........  NHP Oak, LP                     Oaktree Apartments


</TABLE>

<PAGE>

                                       2



<TABLE>
<CAPTION>

           NEW LP                          BORROWER                     PROPERTY NAME
- ------------------------------  ------------------------------  ------------------------------
<S>                             <C>                             <C>

NHP Paradise Bay 
  Associates, LP..............  NHP Paradise Bay, LP            Paradise Bay Apartments
NHP Park Associates, LP.......  NHP Park, LP                    Parktree Apartments
NHP Parkview Associates, LP...  NHP Parkview, LP                Parkview Tower
NHP Pine Creek Manor
  Associates, LP..............  NHP Pine Creek Manor, LP        Pine Creek Manor
NHP Summer Associates, LP.....  NHP Summer, LP                  Summertree Apartments
NHP Summit Associates, LP.....  NHP Summit, LP                  Summittree Apartments
NHP Sunridge Associates, LP...  NHP Sunridge, LP                Sunridge Village Apartments
NHP Lane Associates, LP.......  NHP Lane, LP                    The Lakes
NHP Coach Associates, LP......  NHP Coach, LP                   The Villas
NHP Regal Associates, LP......  NHP Regal, LP                   Three Fountains Apartments
NHP Villa Associates, LP......  NHP Villa, LP                   Villatree Apartments
NHP Timberview Associates, LP.  NHP Timberview, LP              Whispertree Apartments
NHP Longfellow Associates, LP.  NHP Longfellow, LP              Whispertree Apartments
NHP Port Richey Associates, LP  NHP Port Richey, LP             Windtree Apartments
NHP Midland Associates, LP....  NHP Midland, LP                 Windtree (TX) Apartments
NHP Woodcreek Associates, LP..  NHP Woodcreek, LP               Woodcreek Apartments

</TABLE>
 
    The accompanying financial statements present the combined financial 
position and results of operations for the Borrowers, which are under the 
common control of NHP Twelve and AW95-B. The Borrowers' operations represent 
the sole source of income or loss for the New LPs.
 
    As further described in Notes 5 and 6, the Properties are subject to 
certain third party and related party debt, which contain 
cross-collateralization provisions. All of the Borrowers listed above are 
included in the accompanying combined financial statements for all periods 
presented, with the exception of Heather I, whose Property's operations are 
included only from its purchase date.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
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.
 
CASH AND CASH EQUIVALENTS
 
    The Borrowers consider all highly liquid investments with initial 
maturities of 90 days or less to be cash equivalents.
 
    NHP Management Company ("NHPMC"), a wholly-owned subsidiary of NHP 
Incorporated (Note 6) and an affiliate of NHP Partners, Inc., maintains at 
banks concentrated cash and cash equivalent accounts of affiliated entities 
for which it provides management services. As of December 31, 1996 and 1995, 
NHPMC held $578,349 and $18,504 on behalf of the Borrowers, which is included 
in cash and cash equivalents in the accompanying combined balance sheets.

<PAGE>

                                       3

RENTAL REVENUE
 
    Properties owned by the Borrowers are subject to numerous tenant leasing 
arrangements having initial terms of one year or less. Rental revenue from 
these arrangements is recognized on a straight-line basis over the 
appropriate lease term.

DEPRECIATION
 
    During 1995, the building and improvements were depreciated on a 
straight-line basis using an estimated useful life of 50 years. Effective 
January 1, 1996, management revised the depreciable life to 25 years. As a 
result of the change in accounting estimate, depreciation expense related to 
the building and improvements increased by $3,641,878 for the year ended 
December 31, 1996.
 
    Furniture, fixtures and equipment are depreciated using an accelerated 
method, assuming estimated useful lives of 5 to 10 years.
 
AMORTIZATION
 
    Deferred finance costs are amortized over the appropriate mortgage loan 
period using the effective interest method. The related amortization is 
recorded as amortization of deferred finance costs in the accompanying 
combined statements of operations.
 
INCOME TAXES
 
    The Borrowers are not tax-paying entities, and accordingly no provision 
has been recorded for Federal or state income tax purposes. The partners are 
individually responsible for reporting their share of the Borrowers' taxable 
income on their income tax returns. In the event of an examination of the 
Borrowers' tax return by the Internal Revenue Service, the tax liability of 
the partners could be changed if an adjustment in the Borrowers' income is 
ultimately sustained by the taxing authorities.
 
    Certain transactions of the Borrowers may be subject to accounting 
methods for income tax purposes that differ from the accounting methods used 
in preparing these combined financial statements in accordance with generally 
accepted accounting principles. Accordingly, the net income or loss of the 
Borrowers and the resulting balances in the partners' capital accounts 
reported for income tax purposes may differ from the balances reported for 
those same items in these combined financial statements.
 
IMPLEMENTATION OF NEW ACCOUNTING STANDARD
 
    Land and building and improvements are carried on the Borrowers' combined 
balance sheets at historical cost. On January 1, 1996, the Borrowers 
implemented Statement of Financial Accounting Standards ("SFAS") No. 121, 
"Accounting for the Impairment of Long-Lived Assets and Assets for Long-Lived 
to be Disposed of." This pronouncement requires 

<PAGE>

                                       4


management to assess the carrying value of long-lived assets and assets to be 
disposed of for impairment. Whenever there are recognized events or changes 
in circumstances that could affect the carrying amount of the real estate, 
management reviews the assets for possible impairment. Adoption of this 
statement did not have an impact on the Borrowers' financial statements.
 
RECLASSIFICATIONS
 
    Certain 1995 amounts have been reclassified to conform with the 1996
presentation.
 
3. BORROWER PROFITS AND LOSSES AND DISTRIBUTIONS:
 
    Distributions to partners are made in accordance with the Borrowers' 
partnership agreements, based on certain priority distributions.
 
    Net income or loss is allocated to the partners' capital accounts in 
accordance with the Borrowers' partnership agreements. Net income excluding 
depreciation and amortization is allocated to the partners' capital accounts 
in accordance with their respective Sharing Ratios, as defined in the 
Borrowers' partnership agreements. Net losses excluding depreciation, 
amortization and capital transaction losses are allocated based upon the 
partners' respective Loss Sharing Ratio, as defined in the Borrowers' 
partnership agreements.

4. PARTNERS CAPITAL:
 
    A summary of the Borrowers' capital balances for the years ended December 
31, 1996 and 1995, is as follows:
 
<TABLE>
<CAPTION>

BORROWER                                                             1996           1995
- ---------------------------------------------------------------  -------------  -------------
<S>                                                              <C>            <C>
NHP Bayberry, LP...............................................  $   1,755,618  $   2,234,485
NHP Carriage, LP...............................................      1,195,537      1,517,160
NHP Center, LP.................................................      1,996,163      2,085,837
NHP Cornerstone, LP............................................        617,355        936,788
NHP Dove, LP...................................................      1,211,023      1,351,958
NHP Forest II, LP..............................................      2,134,010      2,718,886
NHP Gates of Arlington, LP.....................................      4,305,791      4,751,463
NHP Elk, LP....................................................      2,927,263      3,655,151
NHP Green, LP..................................................      2,145,226      2,650,101
NHP Heather I, LP..............................................      1,035,041      1,196,189
NHP Heather II, LP.............................................        895,033      1,019,969

</TABLE>

<PAGE>

                                       5


<TABLE>
<CAPTION>

BORROWER                                                             1996           1995
- ---------------------------------------------------------------  -------------  -------------
<S>                                                              <C>            <C>

NHP Laurel III, LP.............................................  $     496,637  $     626,135
NHP Twin, LP...................................................      2,136,811      2,624,609
NHP Mill Creek, LP.............................................        900,844      1,071,806
NHP Forest IV, LP..............................................      2,619,974      2,997,654
NHP Oak, LP....................................................       (222,562)       391,984
NHP Paradise Bay, LP...........................................      5,624,967      6,252,554
NHP Park, LP...................................................        468,207        589,413
NHP Parkview, LP...............................................      1,104,518      1,380,233
NHP Pine Creek Manor, LP.......................................        320,071        443,816
NHP Summer, LP.................................................      1,539,710      1,566,894
NHP Summit, LP.................................................      1,896,447      2,185,083
NHP Sunridge, LP...............................................      3,956,813      4,681,124
NHP Lane, LP...................................................      4,417,261      5,206,637
NHP Coach, LP..................................................      1,831,772      2,181,395
NHP Regal, LP..................................................      5,044,112      5,791,819
NHP Villa, LP..................................................      1,269,066      1,450,342
NHP Timberview, LP.............................................      1,779,077      1,993,639
NHP Longfellow, LP.............................................      1,747,447      1,998,524
NHP Port Richey, LP............................................      1,557,016      1,923,759
NHP Midland, LP................................................        682,160        714,830
NHP Woodcreek, LP..............................................      1,331,373      1,827,031
                                                                 -------------  -------------
                                                                 $  60,719,781  $  72,017,268
                                                                 -------------  -------------
                                                                 -------------  -------------
</TABLE>
 
5. MORTGAGE NOTES PAYABLE:
 
    After the purchase date of February 8, 1995, each Borrower was subject to 
two mortgage notes payable (the "Senior Note" and the "Junior Note") to Value 
Line Mortgage Corporation ("Value Line") under a master loan agreement (the 
"Master Loan Agreement"). Value Line sold the two notes to Paine Webber Real 
Estate Securities Inc., which is an affiliate of the Borrowers through its 
indirect partnership interest in one of the New LP's limited partners. On or 
about November 15, 1995, the two notes were securitized.
 
    As of December 31, 1996 and 1995, the Senior Note had an aggregate 
outstanding balance of $152,540,000. Under the agreement, the Borrowers are 
required to make monthly interest payments only and repay the unpaid 
principal balance at maturity on November 30, 2000. Interest from February 8, 
1995 (date of debt origination), to June 5, 1995 was based on the London 
InterBank Offer Rate. On June 5, 1995, the interest rate was fixed at 8.41 
percent per annum. Total interest payments made by the Borrowers relating to 
the Senior Notes amounted to $12,830,393 and $11,364,495 in 1996 and 1995, 
respectively. Each Borrower has executed a separate note payable relating to 
its Senior Note. Each Senior Note is governed by the Master Loan Agreement, 
under which they are secured by a first mortgage on the Borrower's Property 
and are cross-collateralized by first mortgages on the other Borrowers' 
Properties. The Senior Notes are secured jointly and severally by each of the 
Borrowers.
 
    The Junior Note is also governed by the Master Loan Agreement.  Unlike 
the Senior Notes, the Borrowers have not entered into separate notes payable 
relating to the Junior Note. Rather, 

<PAGE>

                                       6


under the terms of the Master Loan Agreement, the Borrowers, by mutual 
consent, have allocated to each Borrower a portion of the total amount 
outstanding under the Junior Note, which was $15,565,306 at December 31, 1996 
and 1995. Aggregate interest payments only of $125,302 are due monthly based 
on a fixed interest rate of 9.66 percent per annum. Total interest payments 
made by the Borrowers relating to the Junior Note amounted to $1,503,789 and 
$1,331,504 in 1996 and 1995, respectively. Under the terms of the Master Loan 
Agreement, the Junior Note is cross-collateralized by the second mortgages on 
the Borrowers' Properties (see Note 6). No principal payments are required on 
the Junior Note until its maturity date in the year 2000. The Junior Note 
contains certain options to extend the maturity to February 8, 2020.
 
    In connection with the issuance of the Junior Note, the Borrowers 
recorded a discount of $1,648,174 and capitalized deferred finance costs of 
$12,160,083. Amortization related to the discount and deferred finance costs 
was $282,929 and $1,875,318, respectively, for 1996 and $257,112 and 
$1,701,582, respectively, for 1995, which is reflected as interest expense in 
the accompanying combined statements of operations.
 
    The Partnerships must meet certain covenants related to these 
borrowings.
 
HEDGE INSTRUMENT
 
    In connection with the financing in 1995, referred to above, the 
Borrowers entered into a hedge agreement to cover interest rate fluctuations 
above 9.82 percent on the Senior Note. The cost of the hedge instrument was 
approximately $1,240,000. The hedge instrument was sold when the LIBOR 
portion of the Senior Note was amended to a fixed rate. Net funds of 
approximately $676,000 from the sale of the hedge instrument were distributed 
to the New LPs, who in turn distributed them to the common limited partner, 
who in turn made distributions to its partners. Upon mutual consent of the 
partners, this distribution was made outside of the distribution method 
required under the Borrowers' partnership agreements, as described in Note 3. 
The Borrowers recorded $57,576 in amortization of deferred finance costs 
related to the cost of the hedge instrument for the period ended December 31, 
1995. The Borrowers recorded a loss on the sale of $503,931, which is 
included as loss on sale of hedge instrument in the accompanying combined 
statements of operations.
 
6. RELATED-PARTY TRANSACTIONS AND COMPENSATION TO PARTNERS:
 
    NHPMC is the management agent for the properties.  The management 
agreement has a primary term which expires November 7, 2000, and thereafter 
can be extended on an annual basis under certain conditions. As of December 
31, 1996, certain stockholders owning approximately 60 percent of the common 
stock of NHP Incorporated also own NHP Partners, Inc., which holds general 
and limited partnership interests in the New LPs and the Partnerships.
 
    During 1996 and 1995, personnel working at the Properties were employees 
of NHP Incorporated, and therefore the Property reimbursed NHP Incorporated 
for the actual salaries and related benefits totaling $4,245,949 and 
$3,458,934 in 1996 and 1995, respectively, as 

<PAGE>

                                       7


reflected in the accompanying combined financial statements. At December 31, 
1996 and 1995, trade payables include $231,348 and $40,382, respectively, due 
to NHP Incorporated.
 
    During 1996 and 1995, NHPMC received aggregate fees of $1,762,457 and 
$1,399,190, respectively, for its services as management agent equal to 4 
percent of the Properties rental collections. In addition, NHPMC and other 
affiliates of NHP Incorporated received $331,484 and $453,872 during 1996 and 
1995, respectively, for other services provided to the Properties.

    During 1996 and 1995, NHP Partners, Inc., which wholly owns NHP-HG 
Twelve, Inc. received $59,049 and $0, respectively relating to direct 
administrative costs, financial and tax reporting and loans and partnership 
agreement compliance.
 
    In the event that the Borrowers are unable to make payments due pursuant 
to the Master Loan Agreement on the Senior Note or on its portion of the 
Junior Note, they may borrow funds from one or more of the Borrowers that 
have surplus cash. As of December 31, 1996 and 1995, inter-partnership 
borrowings of $1,222,634 and $355,565, respectively, were outstanding which 
have been eliminated in the accompanying combined financial statements.
 
7. FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
    In accordance with the requirements of SFAS No. 107, "Disclosure About 
Fair Value of Financial Instruments," the Borrowers must disclose the fair 
value of their financial instruments as of December 31, 1996 and 1995. In the 
opinion of management, the fair value of the Borrowers' financial instruments 
is not materially different from the carrying amounts shown in the 
accompanying combined financial statements.
 
8. SUBSEQUENT EVENT:
 
    On June 3, 1997, NHP Partners, Inc. was acquired by Apartment Investment 
and Management Company ("AIMCO") a real estate investment trust whose shares 
are traded on the New York Stock Exchange.

<PAGE>

 
                               NHP Borrower Entities 
                               (as defined in Note 1)
 
                        Schedule II -- Valuation and Qualifying Account 
                            Allowance for Doubtful Accounts
 
<TABLE>
<CAPTION>
                                             BALANCE AT                             BALANCE AT
                                              BEGINNING     CHARGED                   END OF
DESCRIPTION                                   OF PERIOD   TO EXPENSE   WRITE-OFFS     PERIOD
- -------------------------------------------  -----------  -----------  -----------  -----------
<S>                                          <C>          <C>          <C>          <C>
1995 Allowance for Doubtful Accounts.......   $      --    $ 615,294   $  (523,820)  $  91,474
1996 Allowance for Doubtful Accounts.......      91,474      716,016      (680,658)    126,832

</TABLE>


<PAGE>



                                     NHP Borrower Entities           Page 1 of 2
                      Schedule III--Real Estate and Accumulated Depreciation
                                       December 31, 1996



<TABLE>
<CAPTION>

                                                                                           GROSS AMOUNT AT
                                                                                          DECEMBER 31, 1996
                                          INITIAL COSTS           SUBSEQUENT     ------------------------------------
                                     --------------------------      COSTS                  BLDG. &
    BORROWERS           DEBT         LAND   BLDG. & IMPROVEMENTS  CAPITALIZED     LAND     IMPROVEMENTS       TOTAL
- ------------------   ----------     ------  --------------------  -----------     ----    ------------    -----------
<S>                <C>             <C>         <C>               <C>          <C>          <C>             <C>

NHP Bayberry,LP... $  5,652,902   $ 1,532,834  $  6,008,709      $  10,758    $ 1,532,834  $  6,019,467    $  7,552,301
NHP Carriage, LP..    3,985,187       376,841     4,756,266         31,472        376,841     4,787,738       5,164,579
NHP Center, LP....    1,187,698       505,102     2,347,039         57,713        505,101     2,404,753       2,909,854
NHP Coach, LP.....    5,702,902     1,063,886     6,404,594         12,323      1,063,885     6,416,918       7,480,803
NHP Cornerstone,                                                                                                      
  LP..............    2,263,492       472,970     2,197,735         38,950        472,970     2,236,685       2,709,655
NHP Dove, LP......    3,103,758       642,899     3,606,665         35,610        642,900     3,642,274       4,285,174
NHP Elk, LP.......    8,252,045     2,159,812     8,931,391         19,108      2,159,811     8,950,500      11,110,311
NHP Forest II, LP.    6,584,538     1,869,796     6,893,314         70,304      1,861,681     6,971,733       8,833,414
NHP Forest IV, LP.    7,729,188     1,662,711     8,554,650        126,573      1,670,826     8,673,108      10,343,934
NHP Gates of                                                                                                           
  Arlington, LP...   11,345,803     5,718,593     9,152,839        181,512      5,718,592     9,334,352      15,052,944
NHP Green, LP.....    6,963,109       753,247     8,315,841        136,374        753,246     8,452,216       9,205,462
NHP Heather I, LP.    2,956,420     1,166,407     2,798,572        159,239      1,166,407     2,957,811       4,124,218
NHP Heather II, LP    2,792,087     1,318,585     2,320,710         12,795      1,318,585     2,333,505       3,652,090
NHP Lane, LP......    9,911,033     2,802,311    11,588,295         29,533      2,802,311    11,617,828      14,420,139
NHP Laurel III, LP    1,250,207       244,146     1,424,766          5,733        244,146     1,430,499       1,674,645
NHP Mill Creek, LP    2,599,143       141,015     3,282,838         37,885        141,014     3,320,724       3,461,738
NHP Oak, LP.......    2,644,520       275,670     2,118,369         87,438        275,670     2,205,807       2,481,477
NHP Paradise                                                                                                                       
  Bay, LP.........   13,827,839     2,901,902    16,115,231        264,434      2,901,902    16,379,665      19,281,567
NHP Park, LP......    1,503,152       156,732     1,766,367         38,611        156,732     1,804,978       1,961,710
NHP Parkview, LP..    4,023,493       719,896     4,201,106        116,786        719,895     4,317,893       5,037,788
NHP Pine Creek                                                                                                                     
  Manor, LP.......    1,528,917       155,091     1,623,022         15,654        155,090     1,638,677       1,793,767
NHP Regal, LP.....   13,430,678     4,635,609    13,628,690         19,523      4,635,609    13,648,213      18,283,822
NHP Summer, LP....    3,713,863     1,231,954     3,862,174        112,307      1,231,954     3,974,481       5,206,435
NHP Summit,LP.....    5,032,799     1,047,691     5,758,807         43,278      1,047,692     5,802,084       6,849,776
NHP Sunridge, LP..   10,676,972     2,225,874    12,361,018          3,219      2,225,873    12,364,238      14,590,111
NHP Timberview,                                                                                                                    
  LP..............    4,608,508     1,538,816     4,775,460          4,945      1,532,120     4,787,101       6,319,221
NHP Longfellow,                                                                                                               
  LP..............    4,575,311     1,401,044     4,818,318         30,596      1,407,741     4,842,217       6,249,958
NHP Twin, LP......    6,410,113     1,137,854     7,462,570         20,346      1,137,856     7,482,914       8,620,770
NHP Villa, LP.....    3,470,919       378,034     4,303,912         46,241        378,035     4,350,152       4,728,187
NHP Midland, LP...    1,348,211       389,224     1,436,238         30,140        389,226     1,466,376       1,855,602
NHP Port Richey,                                                                                                                   
  LP..............    3,859,698       263,074     4,948,414        282,655        263,074     5,231,069       5,494,143
NHP Woodcreek, LP.    4,062,668       810,243     4,330,170          8,802        810,243     4,338,972       5,149,215
                   ------------   -----------  ------------     ----------    -----------   -----------    ------------
                   $166,997,173   $41,699,863  $182,094,090     $2,090,857    $41,699,862  $184,184,948    $225,884,810
                   ------------  ------------  ------------     ----------    -----------  --------------  ------------
                   ------------  ------------  ------------     ----------    -----------  --------------  ------------




</TABLE>












<TABLE>
<CAPTION>



                   ACCUMULATED      DATE OF     DEPRECIATION
BORROWERS          DEPRECIATION   ACQUISITION       LIFE
- ------------       -------------  -----------   ------------
<S>                <C>            <C>           <C>

NHP Bayberry,LP... $  351,347      02/08/95          25
NHP Carriage, LP..    280,286      02/08/95          25
NHP Center, LP....    142,018      02/08/95          25
NHP Coach, LP.....    375,098      02/08/95          25
NHP Cornerstone,
  LP..............    129,222      02/08/95          25
NHP Dove, LP......    214,422      02/08/95          25
NHP Elk, LP.......    523,207      02/08/95          25
NHP Forest II, LP.    410,566      02/08/95          25
NHP Forest IV, LP.    510,881      02/08/95          25
NHP Gates of
  Arlington, LP...    553,726      02/08/95          25
NHP Green, LP.....    489,230      02/08/95          25
NHP Heather I, LP.    148,489      06/15/95          25
NHP Heather II, LP    137,154      02/08/95          25
NHP Lane, LP......    677,962      02/08/95          25
NHP Laurel III, LP     84,077      02/08/95          25
NHP Mill Creek, LP    194,541      02/08/95          25
NHP Oak, LP.......    133,154      02/08/95          25
NHP Paradise
  Bay, LP.........    962,093      02/08/95          25
NHP Park, LP......    107,751      02/08/95          25
NHP Parkview, LP..    256,022      02/08/95          25
NHP Pine Creek
  Manor, LP.......     95,389      02/08/95          25
NHP Regal, LP.....    797,510      02/08/95          25
NHP Summer, LP....    237,851      02/08/95          25
NHP Summit,LP.....    338,952      02/08/95          25
NHP Sunridge, LP..    721,085      02/08/95          25
NHP Timberview,
  LP..............    279,811      02/08/95          25
NHP Longfellow,    
  LP..............    283,734      02/08/95          25
NHP Twin, LP......    437,412      02/08/95          25
NHP Villa, LP.....    255,306      02/08/95          25
NHP Midland, LP...     85,627      02/08/95          25
NHP Port Richey, 
  LP..............    323,740      02/08/95          25
NHP Woodcreek, LP.    253,545      02/08/95          25

                   ----------
                  $10,791,208
                   ----------
                   ----------
</TABLE>


<PAGE>

 
                                   NHP Borrower Entities             Page 2 of 2
                                   (as defined in Note 1)

                 Schedule III -- Real Estate and Accumulated Depreciation 
                                     Notes to Schedule
                                     December 31, 1996 
                                       (In thousands)
 
Notes:
 
    (A) The change in total cost of properties for the year ended December 
31, 1996 is as follows:
 
<TABLE>
<S>                                                                 <C>
Balance at December 31, 1995......................................  $ 225,233
Additions: Capital expenditures, net of disposals.................        652
                                                                    ---------
Balance at December 31, 1996......................................  $ 225,885
                                                                    ---------
                                                                    ---------
</TABLE>

    (B) The change in accumulated depreciation and amortization for the year
ended December 31, 1996 is as follows:
 

<TABLE>
<S>                                                                  <C>
Balance at December 31, 1995.......................................  $   3,346
  Depreciation and amortization....................................      7,445
                                                                     ---------
Balance at December 31, 1996.......................................  $  10,791
                                                                     ---------
                                                                     ---------
</TABLE>
 


<PAGE>

                                                                  Exhibit 99.9

                   Report of Independent Auditors


Board of Directors
Apartment Investment and Management Company

We have audited the accompanying Historical Summary of Gross Income and 
Certain Expenses (Summary) of The Bay Club at Aventura (the Property) for the 
year ended December 31, 1996.  This Summary is the responsibility of the 
Property's management.  Our responsibility is to express an opinion on this 
Summary 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 Summary is free of material 
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the Summary.  An audit also 
includes assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall presentation of the 
Summary.  We believe that our audit provides a reasonable basis for our 
opinion.

The accompanying Summary has been prepared for the purpose of complying with 
the rules and regulations of the Securities and Exchange Commission as 
described in Note 2 of the Summary and is not intended to be a complete 
presentation of the Property's income and expenses.

In our opinion, the Summary referred to above presents fairly, in all 
material respects, the gross income and certain expenses described in Note 2 
of The Bay Club at Aventura for the year ended December 31, 1996, in 
conformity with generally accepted accounting principles.


                                      Ernst & Young LLP



Chicago, Illinois
May 27, 1997






     Ernst & Young LLP is a member of Ernst & Young International, Ltd.


<PAGE>

                                                 The Bay Club at Aventura

                                               Historical Summaries of Gross
                                                Income and Certain Expenses


                                             Three months          Year ended
                                                ended             December 31,
                                            March 31, 1997           1996
                                            --------------        ------------
                                             (Unaudited)


Gross income
  Rental....................................  $2,453,199           $8,803,906
  Parking and other.........................     113,179              422,232
                                            --------------        ------------
    Total gross income......................   2,566,378            9,226,138


Certain expenses
  Interest..................................     977,530              391,020
  Repairs and maintenance...................      49,858              182,370
  Utilities.................................     151,577              560,954
  Other property operating..................     563,719            2,965,901
  Real estate taxes.........................     263,626            1,201,585
                                            --------------        ------------
    Total expenses..........................   2,006,310            5,301,830
                                            --------------        ------------
      Excess of gross income 
        over certain expenses...............  $  560,068           $3,924,308
                                            --------------        ------------
                                            --------------        ------------
See accompanying notes.


                                           2

<PAGE>
                            The Bay Club at Aventura

                     Notes to Historical Summaries of Gross
                           Income and Certain Expenses

                  Three months ended March 31, 1997 (Unaudited)
                        and year ended December 31, 1996



1.  ORGANIZATION

The accompanying Historical Summaries of Gross Income and Certain Expenses 
include the accounts of The Bay Club at Aventura (the Property), a 
multifamily residential community located in Aventura, Florida, containing 
702 units in two buildings.  Apartment Investment and Management Company (the 
Company) agreed to acquire the Property on April 18, 1997, from CB 
Associates, CBL-2B Associates, and CBL-2C Associates.

2.  SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying Historical Summaries were prepared for the purpose of 
complying with the rules and regulations of the Securities and Exchange 
Commission.  The Historical Summaries are not representative of the actual 
operations of the Property, nor indicative of future operations as certain 
expenses, including depreciation, amortization, management fees, and certain 
interest expense, which may not be comparable to the expenses expected to be 
incurred by the Company in future operations of the Property, have been 
excluded.

In the opinion of management of the Property, all adjustments, consisting 
only of normal recurring adjustments, necessary for a fair presentation of 
the information for the three months ended March 31, 1997, have been made.  
The excess of gross income over certain expenses for such interim period is 
not necessarily indicative of the excess of gross income over certain 
expenses for the full year.

REVENUE AND EXPENSE RECOGNITION

Rental income is recorded when earned.  Leases generally have terms of no 
more than one year.  Expenses are recognized in the period in which they are 
incurred.

                                                                              3

<PAGE>

                           The Bay Club at Aventura

                     Note to Historical Summaries of Gross
                     Income and Certain Expenses (continued)


2. Summaries of Significant Accounting Policies (continued)

Capitalization Policy

Ordinary repairs and maintenance are expensed as incurred; major replacements 
and betterments are capitalized.

Use of Estimates

The preparation of the Historical Summaries requires management to make 
estimates and assumptions that affect the amounts reported in the Historical 
Summaries and accompanying notes. Actual results could differ from those 
estimates.

3. Mortgage Note Payable

The Company intends to assume a $49,000,000 mortgage note payable on the 
Property at the date of sale. The mortgage note payable was executed on 
November 26, 1996, and provides for monthly interest payments through 
November 26, 2001, at which time all principal amounts are due. The mortgage 
note payable accrues interest at an interest rate of 7.98% per annum.










                                                                4



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