GATEWAY TAX CREDIT FUND LTD - 10-K Annual Report

Back to GetFilings.com

GTW1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

For the fiscal year ended
March 31, 1999 Commission file number 0-17711

GATEWAY TAX CREDIT FUND, LTD.
(Exact name of Registrant as specified in its charter)

Florida 59-2852555
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (727) 573-3800

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Units of Limited Partnership Interest

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

YES X NO

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

Number of Record Holders
Title of Class as of March 31, 1999

Limited Partnership Interest 2,104
General Partner Interest 2

DOCUMENTS INCORPORATED BY REFERENCE
Part III and IV - Registration Form S-11 and all Amendments and Supplements
thereto. File No. 33-18142

PART I

Item 1. Business

Gateway Tax Credit Fund, Ltd. ("Gateway") is a Florida limited
partnership. The general partners are Raymond James Tax Credit Funds,
Inc., the Managing General Partner, and Raymond James Partners, Inc. both
of which are sponsors of Gateway Tax Credit Fund, Ltd. and wholly-owned
subsidiaries of Raymond James Financial, Inc. Gateway was formed October
27, 1987 and commenced operations as of June 30, 1988 with the first
admission of Limited Partners.

Gateway is engaged in only one industry segment, to acquire limited
partnership interests in unaffiliated limited partnerships ("Project
Partnerships"), each of which owns and operates one or more apartment
complexes eligible for Low-Income Housing Tax Credits under Section 42 of
the Internal Revenue Code ("Tax Credits"), received over a ten year period.
Subject to certain limitations, Tax Credits may be used by Gateway's
investors to reduce their income tax liability generated from other income
sources. Gateway will terminate on December 31, 2040 or sooner, in
accordance with the terms of its Limited Partnership Agreement. Gateway
closed its initial offering of Limited Partnership Interests on March 1,
1990 after receiving capital contributions of $1,000 from the General
Partners and $25,566,000 from Limited Partners.

Operating profits and losses, cash distributions from operations and Tax
Credits are allocated 99% to the Limited Partners and 1% to the General
Partners. Profit or loss and cash distributions from sales of interests in
Project Partnerships will be allocated as described in the Limited
Partnership Agreement.

Gateway has invested in 82 Project Partnerships, acquiring a 99% interest
in these properties by becoming the sole limited partner in the Project
Partnerships that own the properties. In October, 1996 Value Partners,
Inc., an affiliate of Raymond James Tax Credit Funds, Inc., became the sole
general partner of one of the Project Partnerships, Village Apartments of
Sparta, Limited Partnership ("Sparta"). In October, 1997, Value Partners
became the sole general partner of Village Apartments of Divernon
("Divernon") See Management's Discussion and Analysis of Financial
Condition and Results of Operations for additional details.

The primary sources of funds for the year ended March 31, 1999 were from
the maturity of Treasury Notes for $397,000, interest income of $21,146
earned on cash and cash equivalents, and $69,543 in distributions received
from Project Partnerships. As of March 31, 1999 Gateway had $688,893 of
Cash and Cash Equivalents and $1,947,038 in investments in securities with
annual maturities each year until 2004, which will be used to meet future
annual operating needs of Gateway.

All Project Partnerships are government subsidized. Most have mortgage
loans from the Farmers Home Administration (now called Rural Housing
Services) ("RHS") under Section 515 of the Housing Act of 1949. These
mortgage loans are made at low interest rates for multi-family housing in
rural and suburban areas, with the requirement that the interest savings be
passed on to low income tenants in the form of lower rents. A significant
portion of the Project Partnerships also receive rental assistance from
RECD to subsidize certain qualifying tenants.

The General Partners do not believe the Project Partnerships are subject
to the risks generally associated with conventionally financed
nonsubsidized apartment properties. Risks related to the operations of
Gateway are described in detail on pages 21 through 33 of the Prospectus,
as supplemented, under the caption "Risk Factors" which is incorporated
herein by reference.

The investment objectives of Gateway are to:

1) Provide tax benefits to Limited Partners in the form of Tax
Credits during the period in which each Project is eligible to
claim tax credits;
2) Preserve and protect the capital contributions of Investors;
3) Participate in any capital appreciation in the value of the
Projects; and
4) Provide passive losses to individual investors to offset
passive income from other passive activities, and provide passive
losses to corporate investors to offset business income.

The investment objectives and policies of Gateway are described in detail
on pages 33 through 38 of the Prospectus, as supplemented, under the
caption "Investment Objectives and Policies" which is incorporated herein
by reference.

Gateway's goal was to invest in a diversified portfolio of Project
Partnerships located in rural and suburban locations with a high demand for
low income housing. As of March 31, 1999 the capital contributions raised
from Limited Partner investors were successfully invested in Project
Partnerships which met the investment criteria. Management anticipates
that competition for tenants will only be with other low income housing
projects, and not with conventionally financed housing. With significant
number of rural American households living below the poverty level in
substandard housing, management believes there will be a continuing demand
for affordable low income housing for the foreseeable future.

Gateway has no direct employees. The General Partners have full and
exclusive discretion in management and control of Gateway.

Item 2. Properties

Gateway owns interest in properties through 99% limited partnership
interests in 82 Project Partnerships. There are no investments in
individual Project Partnerships which are material to Gateway taken as a
whole with the largest single investment comprising 12.5% of Gateway's
total assets. The following table provides certain summary information
regarding the Projects in which Gateway had an interest, excluding Sparta
and Divernon, as of December 31, 1998:

Item 2 - Properties (continued):

LOCATION OF # OF DATE PROPERTY
PARTNERSHIP PROPERTY UNITS ACQUIRED COST OCCUP
- ----------- ----------- ----- -------- -------- ----
Laynecrest Medway, OH 48 6/88 $ 1,862,220 100%
Martindale Union, OH 30 6/88 1,182,145 100%
La Villa Elena Bernalillo, NM 54 8/88 1,919,287 94%
Rio Abajo Truth/Conseqnces, NM 42 9/88 1,781,762 93%
Fortville II Fortville, IN 24 11/88 810,389 100%
Summitville Summitville, IN 24 11/88 879,994 92%
Suncrest Yanceyville, NC 40 12/88 2,137,725 98%
Brandywine III Millsboro, DE 32 12/88 1,305,046 100%
Concord IV Perryville, MD 32 12/88 1,358,567 97%
Dunbarton Oaks III Georgetown, DE 32 12/88 1,343,681 100%
Federal Manor Federalsburg, MD 32 12/88 1,457,428 100%
Laurel Apts Laurel, DE 32 12/88 1,360,055 97%
Mulberry Hill IV Easton, MD 16 12/88 737,742 100%
Madison Madison, OH 40 12/88 1,467,368 98%
Hannah's Mill Thomaston, GA 50 12/88 1,812,786 94%
Longleaf Apts. Cairo, GA 36 12/88 1,192,947 97%
Sylacauga Garden Sylacauga, AL 45 12/88 1,607,733 100%
Monroe Family Monroe, GA 48 12/88 1,788,673 92%
Clayfed Apartments Denver, CO 32 12/88 986,780 97%
Westside Apts. Denver, CO 52 12/88 1,578,965 100%
Casa Linda Silver City, NM 41 3/89 1,699,639 93%
Rivermeade Yorktown, VA 80 3/89 3,046,646 97%
Laurel Woods Ashland, VA 40 3/89 1,549,636 90%
Keysville Keysville, VA 24 3/89 914,521 100%
Crosstown Kalamazoo, MI 201 4/89 6,010,767 96%
Riverside Apts. Demopolis, AL 40 5/89 1,425,473 100%
Brookshire Apts. McDonough, GA 46 6/89 1,723,393 100%
Sandridge Apts. Fernandina Beach, FL 46 6/89 1,632,755 98%
Limestone Estates Limestone, ME 25 6/89 1,414,221 100%
Eagle's Bay Beaufort, NC 40 6/89 1,953,694 88%
Teton View Rigby, ID 40 6/89 1,790,273 98%
Albany Albany, KY 24 7/89 935,747 96%
Burkesville Burkesville, KY 24 7/89 913,773 83%
Scotts Hill Scotts Hill, TN 12 7/89 505,653 100%
Sage Gallup, NM 44 7/89 1,882,612 98%
Claremont Cascade, ID 16 8/89 583,522 81%
Middleport Middleport, NY 25 9/89 1,167,852 100%
Oakwood Apts. Columbus, NE 24 9/89 976,820 100%
Morgantown Morgantown, IN 24 9/89 959,783 100%
Ashburn Housing Ashburn, GA 41 9/89 1,300,760 95%
Cuthbert Elderly Cuthbert, GA 32 9/89 1,028,295 97%
Sandhill Forest Melrose, FL 16 9/89 573,562 94%
Oakwood Grove Crescent City, FL 36 9/89 1,237,886 89%
Hastings Manor Hastings, FL 24 9/89 864,376 83%
Lakewood Apts. Norfolk, NE 72 9/89 3,062,425 86%
Robinhood Apts. Springfield, TN 48 9/89 1,807,982 100%
Skyview Terrace Springfield, TN 48 9/89 1,504,789 98%
Mabank 1988 Mabank, TX 42 9/89 1,353,810 97%
Buena Vista Buena Vista, GA 25 9/89 815,627 100%
Woodcroft Elizabethtown, NC 32 9/89 1,489,965 100%
Spring Creek Quitman, GA 18 10/89 607,608 92%
Spring Creek Cherokee, AL 24 11/89 637,653 100%
Milton Elderly Milton, FL 43 11/89 1,346,208 98%
Winder Apartments Winder, GA 48 11/89 1,762,725 98%
Hunters Ridge Killen, AL 40 12/89 1,420,816 93%
Stone Arbor Madison, NC 40 12/89 1,874,064 98%
Greeneville Greeneville, TN 40 12/89 1,529,367 100%
Centralia II Centralia, IL 24 12/89 976,228 92%
Poteau IV Poteau, OK 32 12/89 716,016 97%
Barling Barling, AR 48 12/89 1,152,864 96%
Booneville Booneville, AR 50 12/89 1,682,587 98%
Augusta Augusta, KS 66 12/89 2,381,719 100%
Meadows Farmville, VA 40 12/89 1,588,193 95%
Kenly Housing Kenly, NC 48 2/90 1,671,997 96%
Fairview South Athens, TX 44 2/90 1,332,133 100%
River Road Apts. Waggaman, LA 43 2/90 1,478,045 98%
Middlefield Middlefield, OH 36 3/90 1,331,821 100%
Floresville Floresvile, TX 40 3/90 1,310,902 90%
Mathis Retirement Mathis, TX 36 3/90 1,084,390 97%
Sabinal Housing Sabinal, TX 24 3/90 780,115 96%
Kingsland Housing Kingsland, TX 34 3/90 1,161,005 100%
Crestwood Villa II Crestline, OH 36 3/90 1,371,933 92%
Poteau Prop. III Poteau, OK 19 4/90 583,005 100%
Decatur Properties Decatur, AR 24 4/90 969,816 71%
Broken Bow Prop II Broken Bow, OK 46 4/90 1,957,868 100%
Turtle Creek II Grove, OK 42 4/90 1,558,446 95%
Pleasant Valley Grangeville, ID 32 4/90 1,449,781 100%
Hartwell Elderly Hartwell, GA 24 4/90 821,329 100%
Pulaski Village Pulaski, VA 44 7/90 1,787,356 100%
Southwood Apts. Jacksonville, TX 40 7/90 1,211,237 90%
----- ------------
3,098 114,234,777
===== ============

The average effective rental per unit is $3,608 per year ($301 per month).

The average effective occupancy rate at December 31, 1998 was 95.0%

Item 2 - Properties (continued):

A summary of the cost of the properties, excluding Sparta and Divernon, as
of December 31, 1998, 1997 and 1996 is as follows:

12/31/98 12/31/97 12/31/96
-------- -------- --------
Land $ 5,097,275 $ 5,095,980 $ 5,110,980
Land Improvements 1,701,048 1,152,320 1,610,178
Buildings 103,153,472 103,525,758 102,790,145
Furniture and Fixtures 4,282,982 4,186,682 4,539,031
------------ ------------ ------------

Properties, at Cost 114,234,777 113,960,740 114,050,334
Less: Accum.Depreciation 34,872,322 31,367,608 27,941,689
------------ ------------ ------------
Properties, Net $ 79,362,455 $ 82,593,132 $ 86,108,645
============ ============ ============

Item 3. Legal Proceedings

Gateway is not a party to any material pending legal proceedings.

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

As of March 31, 1998, no matters were submitted to a vote of security
holders, through the solicitation of proxies or otherwise.

PART II

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

(a) Gateway's Limited Partnership interests are not publicly
traded. There is no market for the Registrant's Limited
Partnership interests and it is unlikely that any will develop.
No transfers of Limited Partnership Units are permitted without
the prior written consent of the Managing General Partner. There
have been several transfers over the last two years, with most
being from individuals to their trusts or heirs. The Managing
General Partner is not aware of the price at which the units are
transferred. The conditions under which investors may transfer
units is found under ARTICLE XII - "Transfer of a Limited
Partnership Interest" on pages A-24 and A-25 of the Limited
Partnership Agreement within the Prospectus, which is
incorporated herein by reference.
There have been no distributions paid to the Limited Partner investors
over the last five years.
(b) Approximate Number of Equity Security Holders:

Number of Record Holders
Title of Class as of March 31, 1999

Limited Partnership Interest 2,104
General Partner Interest 2

Item 6. Selected Financial Data

1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 516,586 $ 424,025 $ 249,627 $ 227,632 $ 229,530

Net Loss (975,308) (1,268,394) (1,766,212) (1,507,296) (2,441,636)
Equity in
Losses of
Project
Partnerships (610,098) (905,818) (1,365,627) (1,135,565) (2,088,642)
Total Assets 6,673,086 7,472,382 8,092,005 8,839,600 10,142,829

Investments
In Project
Partnerships 3,040,206 3,682,742 4,562,124 5,935,650 7,195,516
Per Limited
Partnership
Unit: (A)

Tax Credits 138.90 148.90 148.70 148.30 148.20
Portfolio
Income 17.50 18.30 17.30 17.10 15.90
Passive Loss (130.40) (133.00) (135.00) (127.80) (126.00)

Net Loss (37.77) (49.12) (68.39) (58.37) (94.55)

(A) The Tax information is as of December 31, the year end of the
Partnership for tax purposes.

The above selected financial data should be read in conjunction with the
financial statements and related notes appearing elsewhere in this report.
This statement is not covered by the auditor's opinion included elsewhere
in this report.

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

Results of Operations -

Gateway commenced operations June 30, 1988. During the offering period,
Gateway received $25,566,000 in capital contributions from investors. The
proceeds available for investment from the capital contributions were used
to acquire interests in Project Partnerships. At December 31, 1989,
Gateway owned an interest in 65 Project Partnerships, and since December
31, 1990, Gateway has owned an interest in 82 Project Partnerships. There
are no unusual events or trends to describe.

As disclosed on the Statements of Operations, interest income was
comparable for the years ended March 31, 1999, 1998 and 1997. Total
expense for the year ended March 31, 1998 increased to $791,121 as compared
to $651,606 for the year ended March 31, 1997 primarily as a result of
combining three months of operating expenses of Divernon. Total expense
for the year ended March 31, 1999 increased to $823,413 primarily as a
result of combining a full year of operating expenses of Divernon operating
expenses.

Equity in Losses of Project Partnerships for the year ended March 31,
1999 decreased from $905,818 for the year ended March 31, 1998 to $610,098
as a result of not including losses of $1,705,156, as these losses would
reduce the investment in certain Project Partnerships below zero. The
Equity in Losses of Project Partnerships decreased from $1,365,627 for the
year ended March 31, 1997 to $905,818 for the year ended March 31, 1998 as
a result of not including losses of $1,540,871, as these losses would
reduce the investment in certain Project Partnerships below zero. In
general, it is common in the real estate industry to experience losses for
financial and tax reporting purposes because of the non-cash expenses of
depreciation and amortization. (For the twelve months ending December 31,
1998, December 31, 1997, and December 31, 1996, the Project Partnerships
reported depreciation and amortization expense of $3,570,633, $3,617,626,
and $3,685,935, respectively). As a result, management expects Gateway
will continue to report its equity in Project Partnerships as a loss for
tax and financial reporting purposes.

Overall, management believes Gateway is operating as expected and the
Project Partnerships are generating tax credits which meet projections.
However, there are two Project Partnerships that have experienced
significant operating problems which are described below. Management does
not expect any material adverse effect to Gateway from these Project
Partnerships.

On October 1, 1996 Value Partners, Inc. became the sole general partner
of Village Apartments of Sparta Limited Partnership, replacing the former
local general partners. Value Partners, Inc. is an affiliate of Raymond
James Tax Credit Funds, Inc., the managing General Partner of Gateway.
Sparta is a 24 unit property located in Sparta, Illinois in which Gateway
invested as the sole limited partner on August 1, 1989. High vacancy rates
due to the closure of a major area employer and excessive real estate taxes
caused Sparta to experience operating cash shortages and deferred
maintenance. Effective October 1, 1996, a problems resolution plan was
executed between the mortgage lender (USDA-RD) and Sparta. Under the terms of
the plan, a new property management company was hired, Gateway agreed to
loan Sparta approximately $35,000 in 1996, $11,500 in 1997 and an
additional $2,500 in 1998 to pay delinquent real estate taxes and to
complete various maintenance requirements and USDA-RD reduced the loan payments
for a 24 month period beginning October 1996. As of October 1998 Sparta is
again making its full loan payments and as of December 1998 had an
occupancy of 96%.

On October 1, 1997 Value Partners, Inc. became the sole general partner
of Village Apartments of Divernon Limited Partnership ("Divernon"),
replacing the former general partners. Value Partners, Inc. is an
affiliate of RJ Credit Partners, Inc., the managing general partner of
Gateway. Divernon is a 12 unit property located in Divernon, Illinois in
which Gateway invested as the sole limited partner on October 1, 1989. The
property is experiencing high vacancy rates, at December 1998 the occupancy
was 42%. Gateway has agreed to loan Divernon $20,000 to cover the 1998
operating deficit and it is projected to require additional loans from
Gateway of approximately $20,000 per year. The general partner is
currently drafting a workout plan with USDA-RD.

There were no cash distributions paid in the fiscal years ended March 31,
1997, 1998, and 1999 and management does not anticipate distributions in
the foreseeable future.

Liquidity and Capital Resources -

Gateway's capital resources are used to pay General and Administrative
operating costs including personnel, supplies, data processing, travel, and
legal and accounting associated with the administration and monitoring of
Gateway and the Project Partnerships. The capital resources are also used
to pay the Asset Management Fee due the Managing General Partner, but only
to the extent that Gateway's remaining resources are sufficient to fund
Gateway's ongoing needs. (Payment of any Asset Management Fee due but
unpaid at the time Gateway sells its interests in the Project Partnerships
is subordinated to the investors return of their original capital
contribution.)

The sources of funds to pay the operating costs are short term
investments and interest earned thereon, the maturity of U.S. Treasury
Security Strips ("Zero Coupon Treasuries") which were purchased with funds
set aside for this purpose, and cash distributed to Gateway from the
operations of the Project Partnerships. At March 31, 1999, Gateway had
$661,293 of short term investments (Cash and Cash Equivalents). It also
had $1,947,038 in Zero Coupon Treasuries with maturities providing $417,000
in fiscal year 1999 increasing to $514,000 in fiscal year 2004. Management
believes these sources of funds are sufficient to meet Gateway's current
and ongoing operating costs for the foreseeable future, and to pay part of
the Asset Management Fee.

For the year ending March 31, 1999, Gateway received $125,516 in cash
distributions from the Project Partnerships and it received $397,000 from
the matured Zero Coupon Treasuries. The General and Administrative
operating costs were $76,817 and the Asset Management Fee actually paid was
$310,833.

Item 8. Financial Statements and Supplementary Data

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Gateway Tax Credit Fund, Ltd.

We have audited the accompanying combined balance sheets of Gateway Tax
Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 1999 and
1998 and the related combined statements of operations, partners' equity,
and cash flows for each of the three years in the period ended March 31,
1999. 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 audits. We did not audit
the financial statements of certain underlying Project Partnerships owned
by Gateway Tax Credit Fund, Ltd. for each of the three years in the period
ended March 31, 1999, the investments in which are recorded using the
equity method of accounting. The investments in these partnerships total
$2,975,533 and $3,545,173 as of March 31, 1999 and 1998, and the equity in
their losses total $352,106, $715,504 and $884,023 for the years ended
March 31, 1999, 1998 and 1997. Those financial statements were audited by
other auditors whose reports have been furnished to us, and our opinion,
insofar as it relates to the amounts included for such underlying
partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits 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,
the combined financial statements referred to above present fairly, in all
material respects, the financial position of Gateway Tax Credit Fund, Ltd.
as of March 31, 1999 and 1998 and the results of its operations and its
cash flows for each of the three years in the period ended March 31, 1999,
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 schedules listed under
Item 14(a)(2) in the index are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, based on our audits and the reports of other auditors, fairly
state in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

/s/ Spence Marston, Bunch, Morris & Co.
SPENCE, MARSTON, BUNCH, MORRIS & CO.
CERTIFIED PUBLIC ACCOUNTANTS
Clearwater, Florida
July 6, 1999

PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED BALANCE SHEETS

1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 661,293 $ 545,367
Accounts Receivable 5,988 4,553
Investments in Securities 393,713 374,098
Prepaid Insurance 0 74
Tenant Security Deposits 156 7,014
------------ ------------
Total Current Assets 1,061,150 931,106

Investments in Securities 1,553,325 1,792,847
Investments in Project Partnerships, Net 3,040,206 3,682,742
Replacement Reserves 14,692 24,551
Rental Property at Cost, Net 1,003,713 1,041,136
------------ ------------
Total Assets $ 6,673,086 $ 7,472,382
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 334,978 $ 344,550
Accounts Payable 2,491 500
Accrued Real Estate Taxes 22,691 22,572
Tenant Security Deposits 5,400 5,700
Accrued Management Fees 0 21,900
------------- -------------
Total Current Liabilities 365,560 395,222
------------- -------------
Long-Term Liabilities:
Payable to General Partners 2,480,135 2,292,674
Mortgage Notes Payable 1,252,123 1,233,087
------------- -------------
Total Long Term Liabilities 3,732,258 3,525,761
------------- -------------
Minority Interest in Local Limited
Partnerships (16,265) (15,442)
------------ ------------

Partners' Equity:
Limited Partners (25,566 units
outstanding at March 31, 1999 and 1998 2,789,607 3,755,162
General Partners (198,074) (188,321)
------------ ------------
Total Partners' Equity 2,591,533 3,566,841
------------ ------------
Total Liabilities and Partners'
Equity $ 6,673,086 $ 7,472,382
============ ============

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)

COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

1999 1998 1997
---- ---- ----
Revenues:
Rental $ 116,094 $ 66,986 $ 14,111
Interest Subsidy 82,706 64,337 14,499
Interest Income 254,766 212,496 220,055
Other 63,020 80,206 962
--------- --------- ---------
Total Revenues 516,586 424,025 249,627

Expenses:
Asset Management Fee-General
Partner 498,294 499,712 502,017
General and Administrative:
General Partner 27,713 30,235 25,316
Other 49,104 50,446 55,607
Rental Operating Expenses 94,459 74,898 14,708
Interest 136,477 75,713 16,226
Depreciation 54,471 38,887 7,592
Amortization 22,101 21,231 30,140
--------- --------- ---------
Total Expenses 882,619 791,122 651,606

Loss Before Equity in Losses of
Project Partnerships (366,033) (367,097) (401,979)
Equity in Losses of Project
Partnerships (610,098) (905,818) (1,365,627)
Minority Interest in Loss of
Combined Project Partnerships 823 4,521 1,394
----------- ----------- -----------
Net Loss $ (975,308) $(1,268,394) $(1,766,212)
============ ============ ============
Allocation of Net Loss:
Limited Partners $ (965,555) $(1,255,710) $(1,748,550)
General Partners (9,753) (12,684) (17,662)
------------ ------------ ------------
$ (975,308) $(1,268,394) $(1,766,212)
============ ============ ============
Net Loss Per Number of Limited
Partnership Units $ (37.77) $ (49.12) $ (68.39)
Number of Limited Partnership ============ ============ ============
Units Outstanding 25,566 25,566 25,566
============ ============ ============

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)

COMBINED STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

General
Limited Partners
Partners (Deficit) Total
--------- -------- -----

Balance at March 31, 1996 $ 6,759,422 $ (157,975) $ 6,601,447

Net Loss (1,748,550) (17,662) (1,766,212)
------------- ----------- -------------

Balance at March 31, 1997 5,010,872 (175,637) 4,835,235

Net Loss (1,255,710) (12,684) (1,268,394)
------------- ----------- -------------

Balance at March 31, 1998 3,755,162 (188,321) 3,566,841

Net Loss (965,555) (9,753) (975,308)
------------- ------------ -------------

Balance at March 31, 1999 $ 2,789,607 $ (198,074) $ 2,591,533
============= ============ =============

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1999, 1998 AND 1997:

1999 1998 1997
---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(975,308) $(1,268,394) $(1,766,212)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization (37,105) 21,231 30,140
Depreciation 54,471 38,887 7,592
Distributions Included in Other
Income (55,973) (77,152) 0
Accreted Interest Income on
Investments in Securities (177,094) (192,920) (205,617)
Equity in Losses of Project
Partnerships 610,098 905,818 1,365,627
Minority Interest in Losses of
Combined Project Partnerships (823) (4,521) (1,394)
Interest Income from
Redemption of Securities 189,196 161,703 135,745
Changes in Operating Assets
and Liabilities:
Increase (Decrease) in Accrued
Management Fees (21,900) 6,450 0
(Increase) Decrease in
Accounts Receivable (1,435) (894) 10,289
Decrease in Prepaid Insurance 74 1,091 1,083
Increase (Decrease) in
Accounts Payable 1,991 500 (9,897)
Increase (Decrease) in
Replacement Reserves 9,859 12,458 (10,729)
Increase (Decrease) in
Security Deposits 6,558 (1,070) (220)
Increase (Decrease) in Accrued
Real Estate Taxes 119 610 (2,358)
Increase in Payable to
General Partners 177,890 201,613 197,461
----------- ------------ ------------
Net Cash Used in Operating
Activities (219,382) (194,590) (248,490)
----------- ------------ -----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 125,516 100,935 87,273
Redemption of Investment in
Securities 207,804 213,297 221,255
Purchase of Equipment (17,048) (17,254) 0
----------- ----------- --------
Net Cash Provided by
Investing Activities 316,272 296,978 308,528
----------- ----------- -----------
Cash Flows from Financing
Activities:
Principal Payment on Debt (1,034) (948) (329)
Proceeds from Loan 20,070 0 5,178
Repayments to Affiliates 0 (2,237) (22,534)
----------- ----------- -----------
Net Cash Provided by (Used
In) Financing Activities 19,036 (3,185) (17,685)
----------- ----------- -----------
Increase in Cash and Cash
Equivalents 115,926 99,203 42,353
Cash and Cash Equivalents at
Beginning of Year 545,367 446,164 403,616
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 661,293 $ 545,367 $ 445,969
========== =========== ===========

Supplemental Cash Flow Information:

Interest Paid $ 53,771 $ 20,303 $ 6,906
=========== =========== ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)

NOTES TO COMBINED FINANCIAL STATEMENTS

March 31, 1999, 1998 AND 1997

NOTE 1 - ORGANIZATION:

Gateway Tax Credit Fund, Ltd. ("Gateway"), a Florida Limited Partnership,
was formed October 27, 1987 under the laws of Florida. Operations
commenced on June 30, 1988. Gateway invests, as a limited partner, in
other limited partnerships ("Project Partnerships"), each of which owns and
operates apartment complexes expected to qualify for Low-Income Housing Tax
Credits. Gateway will terminate on December 31, 2040 or sooner, in
accordance with the terms of the Limited Partnership Agreement. Gateway
closed the offering on March 1, 1990 after receiving Limited and General
Partner capital contributions of $25,566,000 and $1,000, respectively. The
fiscal year of Gateway for reporting purposes ends on March 31.

Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc.,
wholly-owned subsidiaries of Raymond James Financial, Inc., are the General
Partner and Managing General Partner, respectively. The Managing General
Partner manages and controls the business of Gateway.

Operating profits and losses, cash distributions from operations and tax
credits are allocated 99% to the Limited Partners and 1% to the General
Partners. Profit or loss and cash distributions from sales of properties
will be allocated as formulated in the Limited Partnership Agreement.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Combined Statements

The accompanying statements include, on a combined basis, the accounts of
Gateway, Village Apartments of Sparta Limited Partnership and Village
Apartments of Divernon Limited Partnership ("Combined Entities"), two
Project Partnerships in which Gateway has invested. As of October 1, 1996
and October 1, 1997, respectively, an affiliate of Gateway's Managing
General Partner, Value Partners, Inc. became the general partner of the
Combined Entities. Since the general partner of the Combined Entities is
now an affiliate of Gateway, these combined financial statements include
the financial activity of the Combined Entities for the period from October
1, 1996 through December 31, 1996 and the years ended December 31, 1997,
and 1998 for Sparta and for the period from October 1, 1997 through
December 31, 1997 and the year ended December 31, 1998 for Divernon. All
significant intercompany balances and transactions have been eliminated.
Gateway has elected to report the results of operations of the Combined
Entities on a 3-month lag basis, consistent with the presentation of
financial information of all Project Partnerships.

Basis of Accounting

Gateway utilizes the accrual basis of accounting whereby revenues are
recognized when earned and expenses are recognized when obligations are
incurred.

Gateway accounts for its investments as the sole limited partner in
Project Partnerships ("Investments in Project Partnerships"), with the
exception of the Combined Entities, using the equity method of accounting,
because management believes that Gateway does not have a majority control
of the major operating and financial policies of the Project Partnerships
in which it invests, and reports the equity in losses of the Project
Partnerships on a 3-month lag in the Statements of Operations. Under the
equity method, the Investments in Project Partnerships initially include:

1) Gateway's capital contribution,
2) Acquisition fees paid to the General Partner for services rendered
in selecting properties for acquisition, and
3) Acquisition expenses including legal fees, travel and other
miscellaneous costs relating to acquiring properties.

Quarterly the Investments in Project Partnerships are increased or
decreased as follows:

1) Increased for equity in income or decreased for equity in losses of
the Project Partnerships,
2) Decreased for cash distributions received from the Project
Partnerships and,
3) Decreased for the amortization of the acquisition fees and expenses.

Amortization is calculated on a straight-line basis over 35 years, as
this is the average estimated useful life of the underlying assets. The
net amortization is as amortization expense on the Statements of
Operations.

Pursuant to the limited partnership agreements for the Project
Partnerships, cash losses generated by the Project Partnerships are
allocated to the general partners of those partnerships. In subsequent
years, cash profits, if any, are first allocated to the general partners to
the extent of the allocation of prior years' cash losses.

Since Gateway invests as a limited partner, and therefore is not
obligated to fund losses or make additional capital contributions, it does
not recognize losses from individual Project Partnerships to the extent
that these losses would reduce the investment in those Project Partnerships
below zero. The suspended losses will be used to offset future income from
the individual Project Partnerships.

Gateway recognizes a decline in the carrying value of its investment in
the Project Partnerships when there is evidence of a non-temporary decline
in the recoverable amount of the investment. There is a possibility that
the estimates relating to reserves for non-temporary declines in carrying
value of the investments in Project Partnerships may be subject to material
near term adjustments.

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

Cash and Cash Equivalents

It is Gateway's policy to include short-term investments with an original
maturity of three months or less in Cash and Cash Equivalents. Short-term
investments are comprised of money market mutual funds.
Capitalization and Depreciation

Land, buildings and improvements are recorded at cost and provides for
depreciation using the modified accelerated cost recovery system method for
financial and tax reporting purposes in amounts adequate to amortize costs
over the lives of the applicable assets as follows:

Buildings 27-1/2 years
Equipment 7 years

Expenditures for maintenance and repairs are charged to expense as
incurred. Upon disposal of depreciable property, the appropriate property
accounts are reduced by the related costs and accumulated depreciation.
The resulting gains and losses are reflected in the statement of income.

Rental Income

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

Concentrations of Credit Risk

Financial instruments which potentially subject Gateway to concentrations
of credit risk consist of cash investments in a money market mutual fund
that is a wholly-owned subsidiary of Raymond James Financial, Inc.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that affect
certain reported amounts and disclosures. These estimates are based on
management's knowledge and experience. Accordingly, actual results could
differ from these estimates.

Investment in Securities

Effective April 1, 1995, Gateway adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt
and Equity Securities ("FAS 115"). Under FAS 115, Gateway is required to
categorize its debt securities as held-to-maturity, available-for-sale or
trading securities, dependent upon Gateway's intent in holding the
securities. Gateway's intent is to hold all of its debt securities (U. S.
Treasury Security Strips) until maturity and to use these reserves to fund
Gateway's ongoing operations. Interest income is recognized ratably on the
U.S. Treasury Strips using the effective yield to maturity.

Offering and Commission Costs

Offering and commission costs were charged against Limited Partners'
Equity upon the admission of Limited Partners.

Income Taxes

No provision for income taxes has been made in these financial
statements, as income taxes are a liability of the partners rather than of
Gateway.
Reclassifications

For comparability, the 1998 and 1997 figures have been reclassified,
where appropriate, to conform with the financial statement presentation
used in 1999.

NOTE 3 - INVESTMENT IN SECURITIES:

The March 31, 1999 Balance Sheet includes Investments in Securities equal
to $1,947,038 ($393,713 and $1,553,325). These investments consist of U.
S. Treasury Security Strips at their cost, plus accreted interest income of
$952,689. The estimated market value at March 31, 1999 of these debt
securities is $2,117,587 resulting in a gross unrealized gain of $170,549.

As of March 31, 1999, the cost and accreted interest by contractual
maturities is as follows:

Due within 1 year $ 393,713
After 1 year through 5 years 1,457,787
After 5 years through 10 years 95,538
----------
Total Amount Carried on Balance Sheet $1,947,038
==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

The Payable to General Partners primarily represents the asset management
fees owed to the General Partners at the end of the period. It is
unsecured, due on demand and, in accordance with the limited partnership
agreement, non-interest bearing. Within the next 12 months, the Managing
General Partner does not intend to demand payment on the portion of Asset
Management Fees payable classified as long-term on the Balance Sheet.

The General Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses as follows:

Asset Management Fee - The Managing General Partner is entitled to an
annual asset management fee equal to 0.45% of the aggregate cost of
Gateway's interest in the projects owned by the Project Partnerships. The
asset management fee will be paid only after all other expenses of Gateway
have been paid. These fees are included in the Statements of Operations.
Totals incurred for the years ended March 31, 1999, 1998 and 1997 were
$498,294, $499,712 and $502,017 respectively.

General and Administrative Expenses - Raymond James Tax Credit Funds, Inc.,
the Managing General Partner, is reimbursed for general and administrative
expenses of Gateway on an accountable basis. These expenses are included
in the Statements of Operations. Totals incurred for the years ended March
31, 1999, 1998 and 1997 were $27,713, $30,235 and $25,316 respectively.

NOTE 5 - RENTAL PROPERTY

A summary of the rental property is as follows at December 31, 1998:
Accumulated Book
Cost Depreciation Value
------ ------------ -----
Land $ 47,000 $ 0 $ 47,000
Buildings 1,417 868 475,572 942,296
Furniture and Appliances 49 595 35,178 14,417
--------- --------- ---------
Net Book Value $1,514,463 $ 510,750 $1,003,713
========== ========= =========

A summary of the rental property is as follows at December 31, 1997:
Accumulated Book
Cost Depreciation Value
------ ------------ -----
Land $ 47,000 $ 0 $ 47,000
Buildings 1,404,809 424,014 980,795
Furniture and Appliances 45,606 32,265 13,341
--------- --------- ---------
Net Book Value $1,497,415 $ 456,279 $1,041,136
========= ========= =========

NOTE 6 - MORTGAGE NOTE PAYABLE

The mortgage note payable for Sparta is the balance due on the note dated
December 1, 1998 in the amount of $843,253. The loan is at a stated
interest rate of 6.125% for a period of 50 years, the loan also contains a
provision for an interest subsidy which reduces the effective interest rate
to 2.325%. At December 31, 1998 the development was in compliance with the
terms of the subsidy agreement and is receiving the reduced rate which
makes the monthly payments $1,925.75.

Expected maturities of the mortgage note payable are as follows:

Year Ending Amount
----------- ------
12/31/99 $ 3,548
12/31/00 3,631
12/31/01 3,716
12/31/02 3,804
12/31/03 3,893
Thereafter 824,375
-----------
Total $842,967
===========

The mortgage note payable for Divernon is the balance due on the note
dated October 2, 1989 in the amount of $416,113. The loan is at a stated
interest rate of 8.75% for a period of 50 years, the loan also contains a
provision for an interest subsidy which reduces the effective interest rate
to 2.35%. At December 31, 1998 the development was in compliance with the
terms of the subsidy agreement and is receiving the reduced rate which
makes the monthly payment $883.
Expected maturities of the mortgage note payable are as follows:

Year Ending Amount
----------- ------
12/31/99 $ 992
12/31/00 1,015
12/31/01 1,039
12/31/02 1,064
12/31/03 1,089
Thereafter 403,957
-----------
Total $409,156
===========

NOTE 7 - TAXABLE INCOME (LOSS):

The following is a reconciliation between Net Loss as described in the
financial statements and the Partnership loss for tax purposes:
1999 1998 1997
---- ---- ----
Net Loss per Financial
Statements $ (975,308) $(1,268,394) $(1,766,212)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement purposes (341,029) (293,716) (417,417)

Losses suspended for
financial reporting purposes (1,705,156) (1,540,871) (1,081,456)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (17,579) (78,739) 21,703

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 188,577 191,863 196,393
Amortization Expense 18,615 25,774 11,468
Miscellaneous Income (77,152) 0 0
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(2,909,032) $(2,964,083) $(3,035,521)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 3,587,428 $ 3,847,765 $ 3,842,287
=========== =========== ============

The Partnership's Investment in Project Partnerships is approximately
$10,275,000 higher for financial reporting purposes than for tax return
purposes because (i) annual tax depreciation expense is higher than
financial depreciation, (ii) certain expenses are not deductible for tax
return purposes and (iii) losses are suspended for financial purposes but
not for tax return purposes.

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:

As of March 31, 1999, the Partnership had acquired a 99% interest in the
profits, losses and tax credits as a limited partner in 80 Project
Partnerships, excluding the Combined Entities, which own and operate
government assisted multi-family housing complexes.

Cash flows from operations are allocated according to each Partnership
agreement. Upon dissolution proceeds will be distributed according to each
Partnership agreement.

The following is a summary of Investments in Project Partnerships,
excluding the Combined Entities at March 31, 1999:

MARCH 31, 1999 MARCH 31, 1998
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 17,982,007 $ 17,982,007

Cumulative equity in losses of Project
Partnerships (1) (16,108,396) (15,498,298)

Cumulative distributions received from
Project Partnerships (588,978) (519,435)
------------- -------------
Investment in Project Partnerships before
Adjustments 1,284,633 1,964,274

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 2,254,715 2,254,715
Accumulated amortization of acquisition
fees and expenses (499,142) (536,247)
------------ ------------

Investments in Project Partnerships $ 3,040,206 $ 3,682,742
============= =============

(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $6,067,853 for the period ended March 31, 1999 and cumulative suspended
losses of $4,362,697 for the year ended March 31, 1998 are not included.

The Partnership's equity as reflected by the Project Partnerships of
($5,010,961) differs from the Partnership's Investments in Project
Partnerships before acquisition fees and expenses and amortization of
$1,284,633 primarily because of suspended losses on the Partnership's
books.

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships, excluding the Combined Entity
beginning on the date of combination, on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
1998 1997 1996
---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 9,270,553 $ 8,785,648 $ 8,640,544
Investment properties, net 79,362,455 82,593,132 86,108,645
Other assets 178,232 231,981 270,537
------------ ------------ ------------
Total assets $88,811,240 $91,610,761 $95,019,726
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities $ 2,914,481 $ 2,826,740 $ 2,879,571
Long-term debt 92,201,499 92,538,821 93,255,821
------------ ------------ ------------
Total liabilities 95,115,980 95,365,561 96,135,392
------------ ------------ ------------
Partners' equity
Gateway (5,010,961) (2,619,695) (101,396)
General Partners (1,293,779) (1,135,105) (1,014,270)
------------ ------------ ------------
Total Partners' equity (6,304,740) (3,754,800) (1,115,666)
------------ ------------ ------------
Total liabilities and
partners' equity $88,811,240 $91,610,761 $95,019,726
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $16,856,180 $16,674,859 $16,964,448
Expenses: ------------ ------------ ------------
Operating expenses 7,698,023 7,582,952 7,365,924
Interest expense 7,926,164 7,946,394 8,388,303
Depreciation and amortization 3,570,633 3,617,626 3,685,935
------------ ------------ ------------
Total expenses 19,194,820 19,146,972 19,440,161
------------ ------------ ------------
Net loss $(2,338,640) $(2,472,113) $(2,475,713)
============ ============ ============

Other partners' share of net loss $ (23,387) $ (25,424) $ (28,630)
============ ============ ============
Partnerships' share of net loss $(2,315,253) $(2,446,689) $(2,447,083)
Suspended losses 1,705,156 1,540,871 1,081,456
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (610,097) $ (905,818) $(1,365,627)
============ ============ ============

As of December 31, 1998, the largest Project Partnership constituted 6.7%
and 7.3% of the combined total assets and combined total revenues. As of
December 31,1997, the largest Project Partnership constituted 6.6% and 7.4%
of the combined total assets and combined total revenues.

Schoonover Boyer Gettman & Associates
110 Northwoods Blvd. Suite 200
Worthington, OH 43235
PHONE: 614-888-8000
FAX: 614-888-8634

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(A Michigan limited partnership)
Kalamazoo, MI

We have audited the accompanying balance sheets of Crosstown Seniors
Limited Dividend Housing Association Limited Partnership (A Michigan
limited partnership), as of December 31, 1998 and 1997, and the related
statements of income, changes in partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

/s/ Schoonover Boyer Gettman & Associates
Certified Public Accountants

January 22, 1999

D W P
Certified Public Accountants
9683 S Golden Eagle Ave.
Highlands Ranch, CO 80126
PHONE: 303-683-8019
FAX: 303-683-8009

INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Clayfed Apartments, Ltd.
(A Colorado Limited Partnership)
Denver, CO

We have audited the accompanying balance sheet of Clayfed Apartments, HUD
Project No. C099-K094-007 (A Colorado Limited Partnership), as of December
31, 1997, and the related statements of profit and loss, 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 and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing 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 Clayfed Apartments, HUD
Project No. C099-K094-007, at December 31, 1997 and the results of its
operations and changes in Partners' deficit 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 16, 1998 on our consideration of the Clayfed
Apartments internal control structure, a report dated February 16, 1998 on
its compliance with laws and regulations, a report dated February 16, 1998
on its compliance with major HUD program requirements, a report dated
February 16, 1998 on its compliance with nonmajor HUD program requirements
and a report dated February 16, 1998 on its compliance with Affirmative
Fair Housing requirements.

The accompanying supplementary information on pages 11 to 19 is presented
for purposes of additional analysis which is not a required part of the
basic financial statements of Clayfed Apartments, HUD Project No. C099-K094-
007. 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/ Donald W. Prosser, P.C.
Certified Public Accountant
Denver, Colorado

February 16, 1998

D W P
Certified Public Accountants
9683 S Golden Eagle Ave.
Highlands Ranch, CO 80126
PHONE: 303-683-8019
FAX: 303-683-8009

INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Clayfed Apartments, Ltd.
(a Colorado limited partnership)
Denver, CO

We have audited the accompanying balance sheet of Clayfed Apartments, HUD
Project No. C099-K094-007 (a Colorado limited partnership), as of December
31, 1998 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 and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Clayfed Apartments, HUD
Project No. C099-K094-007, at December 31, 1998 and the results of its
operations and changes in Partners' deficit 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 26, 1999 on our consideration of the Clayfed
Apartments internal control structure, a report dated February 26, 1999 on
its compliance with laws and regulations, and reports dated February 26,
1999 on its compliance with major HUD program requirements, and specific
requirements applicable to Affirmtive Fair Housing requirements.

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 11 to 14 is presented for purposes of additional
analysis which is not a required part of the basic financial statements of
Clayfed Apartments, HUD Project No. C099-K094-007. 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/ Donald W. Prosser, P.C.
Certified Public Accountant

Denver, Colorado
February 26, 1999

D W P
Certified Public Accountants
9683 S Golden Eagle Ave.
Highlands Ranch, CO 80126
PHONE: 303-683-8019
FAX: 303-683-8009

INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Westside Apartments, Ltd.
(A Colorado Limited Partnership)
Denver, CO

We have audited the accompanying balance sheet of Westside Apartments,
Ltd., HUD Project No. C099-K001-004 (A Colorado Limited Partnership), as of
December 31, 1997 and the related statements of profit and loss, 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 Westside Apartments,
Ltd., HUD Project No. C099-K001-004, at December 31, 1997 and the results
of its operations and changes in Partners' deficit 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 18, 1998 on our consideration of the Westside
Apartments internal control structure, a report dated February 18, 1998 on
its compliance with laws and regulations, a report dated February 18, 1998
on its compliance with major HUD program requirements, a report dated
February 18, 1998 on its compliance with nonmajor HUD program requirements
and a report dated February 18, 1998 on its compliance with Affirmative
Fair Housing requirements.

The accompanying supplementary information on pages 11 to 19 is presented
for purposes of additional analysis which is not a required part of the
basic financial statements of Westside Apartments, Ltd., HUD Project No.
C099-K001-004. 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/ Donald W. Prosser, P.C.
Certified Public Accountant
Denver, Colorado

February 18, 1998

D W P
Certified Public Accountants
9683 S Golden Eagle Ave.
Highlands Ranch, CO 80126
PHONE: 303-683-8019
FAX: 303-683-8009

INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Westside Apartments, Ltd.
(a Colorado limited partnership)
Denver, CO

We have audited the accompanying balance sheet of Westside Apartments,
Ltd., HUD Project No. C099-K001-004 (a Colorado limited partnership), as of
December 31, 1998 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 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 Westside Apartments,
Ltd., HUD Project No. C099-K001-004, at December 31, 1998 and the results
of its operations and changes in Partners' deficit 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 22, 1999 on our consideration of the Westside
Apartments, Ltd. internal control structure, a report dated February 22,
1999 on its compliance with laws and regulations, reports dated February
22, 1999 on its compliance with major HUD program requirements, and
specific requirements applicable to Affirmative Fair Housing requirements.

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 11 to 14 is presented for purposes of additional
analysis which is not a required part of the basic financial statements of
Westside Apartments, Ltd., HUD Project No. C099-K001-004. 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/ Donald W. Prosser, P.C.
Certified Public Accountant

Denver, Colorado
February 22, 1999

Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Madison, Ltd.
(A Limited Partnership)
DBA Madison Woods Apartments
Hudson, OH

We have audited the accompanying balance sheets of Madison, Ltd. (A Limited
Partnership), DBA Madison Woods Apartments, FmHA Case No. 41-093-341595553,
as of December 31, 1997 and 1996, and the related statements of income,
changes in partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration "Audit Program" issued in December 1989. Those
standards and the Audit Program require that we plan and perform our 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 Madison, Ltd. (A
Limited Partnership) DBA Madison Woods Apartments, FmHA Case No. 41-093-
341595553, at December 31, 1997 and 1996, and the results of its
operations, and changes in partners' equity (deficit), and cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
093-341595553. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 1998 on our consideration of Madison, Ltd.
internal control structure and a report dated February 4, 1998 on its
compliance with specific requirements applicable to Rural Development
Services programs.

/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio

February 4, 1998

Fentress, Dunbar & Brown
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE: 614-825-0011
FAX: 614-825-0014

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Madison, Ltd.
DBA Madison Woods Apartments
Hudson, OH

We have audited the accompanying balance sheets of Madison, Ltd. (a limited
partnership), DBA Madison Woods Apartments, Case No. 41-093-341595553, as
of December 31, 1998 and the related income statement, changes in partners'
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. The financial statements of Madison, Ltd. as of December 31,
1997, were audited by other auditors whose report dated February 4, 1998,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration "Audit Program" issued in December 1989. Those
standards require that we plan and perform our audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Madison, Ltd., DBA
Madison Woods Apartments, Case No. 41-093-341595553, at December 31, 1998,
and the results of its operations, and 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, we have also issued a
report dated January 12, 1999, on our consideration of Madison, Ltd.'s
internal control and a report dated January 12, 1999, on its compliance
with specific requirements applicable to Rural Development Services
Programs.

/s/ Fentress, Dunbar & Brown, CPA's, LLC
Certified Public Accountants
Worthington, Ohio

January 12, 1999

Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Middlefield, Limited
(A Limited Partnership)
DBA Lakeview Village II
Hudson, OH

We have audited the accompanying balance sheets of Middlefield, Limited (A
Limited Partnership), DBA Lakeview Village II, FmHA Case No. 41-028-
341618469, as of December 31, 1997 and 1996, and the related statements of
income, changes in partners' equity (deficit) and cash flows for the years
then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration "Audit Program" issued in December 1989. Those
standards require that we plan and perform our 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 Middlefield, Limited.
(A Limited Partnership) DBA Lakeview Village II, FmHA Case No. 41-028-
341618469, at December 31, 1997 and 1996, and the results of its
operations, and changes in partners' equity (deficit), and cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
028-341618469. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 1998 on our consideration of Middlefield,
Limited's internal control structure and a report dated February 4, 1998 on
its compliance with specific requirements applicable to Rural Development
Services programs.

/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio

February 4, 1998

Fentress, Dunbar & Brown
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE: 614-825-0011
FAX: 614-825-0014

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Middlefield, Limited
DBA Lakeview Village II
Hudson, OH

We have audited the accompanying balance sheet of Middlefield, Limited (a
limited partnership), DBA Lakeview Village II, Case No. 41-028-341618469,
as of December 31, 1998, and the related income statement, changes in
partners' 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. The financial Statements of Middlefield, Limited as of
December 31, 1997, were audited by other auditors whose report dated
February 4, 1998, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards, and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration "Audit Program" issued in December, 1989.
Those standards require that we plan and perform our audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Middlefield, Limited.
DBA Lakeview Village II, Case No. 41-028-341618469, at December 31, 1998,
and the results of its operations, and 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, we have also issued a
report dated January 12, 1999, on our consideration of Middlefield,
Limited's internal control and a report dated January 12, 1999 on its
compliance with specific requirements applicable to Rural Development
Services Programs.

/s/ Fentress, Dunbar & Brown, CPA's, LLC
Certified Public Accountants
Worthington, Ohio

January 12, 1999

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE: 912-245-6040
FAX: 912-245-1669

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Ashburn Housing Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Ashburn Housing, Ltd. (A
Limited Partnership), Federal ID No.: 58-1830643, as of December 31, 1998
and 1997, and the related statements of income, partners' equity (deficit)
and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

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 Ashburn Housing, Ltd.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of Ashburn Housing,
Ltd.'s internal control structure and a report dated January 15, 1999 on
its compliance with laws and regulations.

/s/ Henderson &Godbee, P.C.
Certified Public Accountants

January 15, 1999

Henderson &Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE: 912-245-6040
FAX: 912-245-1669

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Buena Vista Housing, Ltd.
Valdosta, GA

We have audited the accompanying balance sheets of Buena Vista Housing,
Ltd. (A Limited Partnership), Federal ID No.: 58-1830642, as of December
31, 1998 and 1997, and the related statements of income, partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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 Buena Vista Housing,
Ltd. as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Buena Vista
Housing Ltd.'s internal control structure and a report dated January 15,
1999 on its compliance with laws and regulations.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 15, 1999

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE: 912-245-6040
FAX: 912-245-1669

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Cuthbert Elderly Housing, Ltd.
Valdosta, GA

We have audited the accompanying balance sheets of Cuthbert Elderly
Housing, Ltd. (A Limited Partnership), Federal ID No.: 58-1830589, as of
December 31, 1998 and 1997, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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 Cuthbert Elderly
Housing, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Cuthbert Elderly
Housing Ltd.'s internal control structure and a report dated January 15,
1999 on its compliance with laws and regulations.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 15, 1999

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE: 912-245-6040
FAX: 912-245-1669

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Hannah's Mill Apartments, Ltd.
Valdosta, GA

We have audited the accompanying balance sheets of Hannah's Mill
Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-1786726, as
of December 31, 1998 and 1997, and the related statements of income,
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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 Hannah's Mill
Apartments, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of Hannah's Mill
Apartments, Ltd.'s internal control structure and a report dated January
15, 1999 on its compliance with laws and regulations.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 15, 1999

Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE: 912-245-6040
FAX: 912-245-1669

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Milton Elderly Housing, Ltd.
Valdosta, GA

We have audited the accompanying balance sheets of Milton Elderly Housing,
Ltd. (A Limited Partnership), Federal ID No.: 59-2911560, as of December
31, 1997 and 1996, and the related statements of income, partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

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

January 21, 1998

Habif, Arogeti & Wynne, P.C.
1073 W. Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE: 404-892-9651
FAX: 404-876-3913

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Milton Elderly Housing, Ltd.

We have audited the accompanying balance sheet of MILTON ELDERLY HOUSING,
LTD. (a limited partnership), Project No. 59-2911560, as of December 31,
1998, and the related statements of income, 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. The financial statements of MILTON ELDERLY HOUSING, LTD., as
of December 31, 1997, were audited by other auditors whose report dated
January 21, 1998, expressed an unqualified opinion on those statements.

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 U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MILTON ELDERLY HOUSING,
LTD. (a limited partnership) as of December 31, 1998, and the results of
its operations and its cash flows for the year then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of MILTON ELDERLY
HOUSING, LTD.'s (a limited partnership) internal control and a report dated
February 8, 1999 on its compliance with laws and regulations.

/s/ Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
Atlanta, GA

February 8, 1999

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE: 912-245-6040
FAX: 912-245-1669

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Winder Apartments, Ltd.
Valdosta, GA

We have audited the accompanying balance sheets of Winder Apartments, Ltd.
(A Limited Partnership), Federal ID No.: 58-1786693, as of December 31,
1998 and 1997, and the related statements of income, partners' equity
(deficit) and cash flows for the years then ended. The financial statements
are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on 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 Winder Apartments, Ltd.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of Winder Apartments,
Ltd.'s internal control structure and a report dated January 15, 1999 on
its compliance with laws and regulations.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 15, 1999

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sylacauga Garden Apartments III, Ltd.
Sylacauga, AL

We have audited the accompanying balance sheets of Sylacauga Garden
Apartments III, Ltd., a limited partnership, RHS Project No.: 01-061-
630953708 as of December 31, 1998 and 1997, and the related statements of
operations, partners' deficit and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that we
plan and perform the 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 the 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 Sylacauga Garden
Apartments III, Ltd., RHS Project No.:01-061-630953708 as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1998 and
1997, is presented for purposes of complying with the requirements of the
Rural Housing Services and is also not a required part of the basic
financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 23, 1999 on our consideration of Sylacauga Garden
Apartments III, Ltd.'s internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants

February 23, 1999

Pailet, Meunier and LeBlanc, L.L.P.
3421 N. Causeway Blvd., Suite 701
Metairie, LA 70002
PHONE: 504-837-0770
FAX: 504-837-7102

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
RIVER ROAD APARTMENTS LIMITED

We have audited the accompanying balance sheets of RIVER ROAD APARTMENTS
LIMITED, RHS PROJECT NO. 22-026-721099603 as of December 31, 1998 and 1997
and the related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. 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 RIVER ROAD APARTMENTS
LIMITED, as of December 31, 1998 and 1997 and the results of its
operations, changes in partners' equity and cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information
presented on pages 16 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.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of RIVER ROAD APARTMENTS
LIMITED's internal control and a report dated February 8, 1999 on its
compliance with laws and regulations applicable to the financial
statements..

/s/ Pailet, Meunier and Le Blanc, L.L.P.
Certified Public Accountants

Metairie, LA
February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 501-452-1040
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Sun Valley Apartments, A Division of Augusta Properties
(A Limited Partnership)
Fort Smith, Arkansas

We have audited the accompanying balance sheets of SUN VALLEY APARTMENTS, A
DIVISION OF AUGUSTA PROPERTIES (A LIMITED PARTNERSHIP) as of December 31,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SUN VALLEY APARTMENTS,
A DIVISION OF AUGUSTA PROPERTIES, (A LIMITED PARTNERSHIP) as of December
31, 1998 and 1997, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Baird, Kurtz, & Dobson CPA

February 18, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 501-452-1040
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Booneville Properties, A Limited Partnership
D/B/A Lani-K Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of BOONEVILLE PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A LANI-K APARTMENTS as of December 31, 1998 and
1997, and the related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BOONEVILLE PROPERTIES,
A LIMITED PARTNERSHIP, D/B/A LANI-K APARTMENTS as of December 31, 1998 and
1997, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Baird, Kurtz, & Dobson CPA

February 18, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 501-452-1040
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Barling Properties, A Limited Partnership
D/B/A Barling Place Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of BARLING PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A BARLING PLACE APARTMENTS as of December 31, 1998
and 1997, and the related statements of operations, changes in partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BARLING PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A BARLING PLACE APARTMENTS as of December 31, 1998
and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Baird, Kurtz, & Dobson CPA

February 18, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 501-452-1040
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Poteau Properties IV, A Limited Partnership
D/B/A El Conquistador Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of POTEAU PROPERTIES IV, A
LIMITED PARTNERSHIP, D/B/A EL CONQUISTADOR APARTMENTS as of December 31,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of POTEAU PROPERTIES IV, A
LIMITED PARTNERSHIP, D/B/A EL CONQUISTADOR APARTMENTS as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999 on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Baird, Kurtz, & Dobson CPA

February 18, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 501-452-1040
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Turtle Creek Properties Phase II, A Limited Partnership
D/B/A Mill Creek III Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of TURTLE CREEK PROPERTIES
PHASE II, A LIMITED PARTNERSHIP, D/B/A MILL CREEK III APARTMENTS as of
December 31, 1998 and 1997, and the related statements of operations,
changes in partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TURTLE CREEK PROPERTIES
PHASE II, A LIMITED PARTNERSHIP, D/B/A MILL CREEK III APARTMENTS as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 18, 1999 on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Baird, Kurtz, & Dobson CPA

February 18, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 501-452-1040
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Broken Bow Properties II, A Limited Partnership
D/B/A Oakwood Village II Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of BROKEN BOW PROPERTIES
II, A LIMITED PARTNERSHIP, D/B/A OAKWOOD VILLAGE II APARTMENTS as of
December 31, 1998 and 1997, and the related statements of operations,
changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of BROKEN BOW PROPERTIES
II, A LIMITED PARTNERSHIP, D/B/A OAKWOOD VILLAGE II APARTMENTS as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 8, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Baird, Kurtz, & Dobson CPA

February 8, 1999

LaFollette, Jansa, Brandt & Co. LLP
P.O. Box 945 - 622 S. Minnesota Avenue
Sioux Falls, SD 57101-0945
PHONE: 605-336-0935
FAX: 605-336-0983

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners of Lakewood Apartments
Project Number 32-060-470717466

We have audited the accompanying balance sheets of Lakewood Apartments, a
limited partnership, Project Number 32-060-470717466 as of December 31,
1998 and 1997, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the 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 and Government Auditing Standards, issued by the Comptroller
General of the United States and the U.S. Department of Agriculture, Rural
Development Audit Program. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 27, 1999, on our consideration of internal controls.

/s/ LaFollette, Jansa, Brandt & Co. LLP
Certified Public Accountants & Consultants

Sioux Falls, South Dakota
January 27, 1999

Reznick, Fedder & Silverman
Two Premiere Plaza, Suite 500
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE: 770-844-0644
FAX: 770-844-7363

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Monroe Family, Ltd.

We have audited the accompanying balance sheets of Monroe Family, Ltd., RHS
Project No.: 11-047-581768407. as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Monroe Family, Ltd.,
RHS Project No.: 11-047-581768407. as of December 31, 1997 and 1996, and
the results of its operations, the changes in partners' equity, and cash
flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on
pages 15 through 19 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued
reports dated January 20, 1998, on our consideration of Monroe Family,
Ltd.'s internal control structure and on its compliance with laws and
regulations.

/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 20, 1998

Henderson & Godbee, P.C.
3488 N. Valdosta Road
P.O. Box 2241
Valdosta, GA 31604-2241
PHONE: 912-245-6040
FAX: 912-245-1669

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Monroe Family, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Monroe Family, Ltd. (a
Georgia limited partnership),
Federal ID No. 58-1768407, as of December 31, 1998, 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 these financial statements based on our audit. The financial
statements of Monroe Family Ltd, as of December 31, 1998, were audited by
other auditors whose report dated January 20, 1998, expressed an
unqualified opinion of those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Monroe Family, Ltd.,
RHS Project No.: 11-047-581768407. as of December 31, 1997 and 1996, and
the results of its operations, the changes in partners' equity, and cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February, 2 1999, on our consideration of Monroe Family,
Ltd.'s internal control structure and a report dated February 2, 19999 on
its compliance with 2laws and regulations.

/s/ Henderson & Godbee, P.C.
Certified Public Accountants

February 2, 1999

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brandywine III Limited Partnership
Bethesda, Maryland

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brandywine III Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations, changes in partners' capital and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated February 22, 1999 on our consideration of Brandywine III
Limited Partnership's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 22, 1999

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Concord IV Limited Partnership
Bethesda, Maryland

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Concord IV Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations, changes in partners' capital and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated February 22, 1999 on our consideration of Concord IV Limited
Partnership's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 22, 1999

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Dunbarton Oaks III Limited Partnership
Bethesda, Maryland

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dunbarton Oaks III
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations, changes in partners' capital, and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated February 22, 1999 on our consideration of Dunbarton Oaks III
Limited Partnership's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 22, 1999

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners,
Federal Manor III Limited Partnership
Bethesda, Maryland

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

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

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

In accordance with Government Auditing Standards, we have also issued our
reports dated February 22, 1999, on our consideration of Federal Manor III
Limited Partnership's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 22, 1999

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD 20814
PHONE: 301-654-9000
FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Laurel Apartments Limited Partnership
Bethesda, Maryland

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

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

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

In accordance with Government Auditing Standards, we have also issued our
reports dated February 22, 1999 on our consideration of Laurel Apartments
Limited Partnership's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 22, 1999

Grana & Teibel, CPAs, P.C.
300 Corporate Parkway, Suite 116 North
Amherst, NY 14226
PHONE: 716-862-4270
FAX: 716-862-0007

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Middleport Limited Partnership
Case No. 37-032-161338763
and
RD Housing Director
166 Washington Avenue
Batavia, New York 14020

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

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing 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 Middleport Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Middleport Limited
Partnership's internal control structure and a report dated January 15,
1999, on its compliance with laws and regulations.

/s/ Grana & Teibel, CPAs, P.C.
Certified Public Accountants

January 15, 1999

Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28335
PHONE: 910-892-1021
FAX: 910-892-6084

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Kenly Housing Associates
Charlotte, North Carolina

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

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

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

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

/s/ Oscar N. Harris Associates, P.A.
Certified Public Accountants

February 6, 1998

Bernard Robinson & Company, L.L.P.
109 Muirs Chapel Road
P.O. Box 19608
Greensboro, NC 27419-9608
PHONE: 336-294-4494
FAX: 336-547-0840

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Kenly Housing Associates
Charlotte, North Carolina

We have audited the accompanying balance sheet of Kenly Housing Associates
(a North Carolina limited partnership) as of December 31, 1998, and the
related statements of operations, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
The financial statements of Kenly Housing Associates as of December 31,
1997, were audited by other auditors whose report daated February 6, 1998,
expressed an unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated February 5, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts, and grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information
listed in the table of contents is presented for purposes of additional
analysis and is not a required part of the basic financial statements 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/ Bernard Robinson & Company, L.L.P.
Certified Public Accountants

Greensboro, North Carolina
February 5, 1999

Duggan, Joiner, Birkenmeyer, Stafford & Furman, P.A.
334 N.W. Third Avenue
Ocala, FL 34475
PHONE: 352-732-0171
FAX: 352-867-1370

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Oakwood Grove, Ltd.

We have audited the accompanying basic financial statements of Oakwood
Grove, Ltd., as of and for the years ended December 31, 1998 and 1997, as
listed in the table of contents. These basic financial statements are the
responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 15, 1999 on our consideration of Oakwood Grove, Ltd.'s
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts, and grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information
presented on pages 10 to 16 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements. The
information on pages 10 to 15 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. The information on page 16,
which is of a nonaccounting nature, has not been subjected to the auditing
procedures applied in the audit of the basic financial statements, and we
express no opinion on it.

/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, P.A.
Certified Public Accountants

January 15, 1999

Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
334 N.W. Third Avenue
Ocala, FL 34475
PHONE: 352-732-0171
FAX: 352-867-1370

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sandhill Forest, Ltd.

We have audited the accompanying basic financial statements of Sandhill
Forest, Ltd., as of and for the years ended December 31, 1998 and 1997, as
listed in the table of contents. These basic financial statements are the
responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 15, 1999 on our consideration of Sandhill Forest,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information
presented on pages 10 to 17 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements. The
information on pages 10 to 16 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. The information on page 17,
which is of a nonaccounting nature, has not been subjected to the auditing
procedures applied in the audit of the basic financial statements, and we
express no opinion on it.

/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants

January 15, 1999

Dauby O'Connor & Zaleski LLC
698 Pro Med Lane
Carmel, IN 46032
PHONE: 317-848-5700
FAX: 317-815-6140

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Laurel Woods Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Laurel Woods Associates
(A Virginia Limited Partnership) as of December 31, 1998 and 1997, 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 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 Laurel Woods Associates
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 5, 1999, on our consideration of the Partnership's
internal controls and a report dated February 5, 1999, on its compliance
with laws and regulations.

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

This report is intended solely for the information of the Partners,
management of Laurel Woods Associates and for filing with the RD and should
not be used for any other purpose.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 5, 1999
Carmel, Indiana

Dauby O'Connor & Zaleski LLC
698 Pro Med Lane
Carmel, IN 46032
PHONE: 317-848-5700
FAX: 317-815-6140

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
The Meadows Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of The Meadows Associates
(a Virginia Limited Partnership) as of December 31, 1998 and 1997, 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 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 Associates
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 5, 1999, on our consideration of the Partnership's
internal controls and a report dated February 5, 1999, on its compliance
with laws and regulations.

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

This report is intended solely for the information of the Partners,
management of The Meadows Associates and for filing with the RD and should
not be used for any other purpose.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

Carmel, Indiana
February 5, 1999

Dauby O'Connor & Zaleski LLC
698 Pro Med Lane
Carmel, IN 46032
PHONE: 317-848-5700
FAX: 317-815-6140

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Rivermeade Associates
A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Rivermeade Associates (a
Virginia Limited Partnership) as of December 31, 1998 and 1997, and the
related statements of operations, changes in partners' equity (deficit),
and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. 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 Rivermeade Associates
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 5, 1999, on our consideration of the Partnership's
internal controls and a report dated February 5, 1999, on its compliance
with laws and regulations.

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

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 5, 1999
Carmel, Indiana

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Greeneville Limited Partnership

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

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

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

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

In accordance with Government Auditing Standards, I have also issued a
report dated March 10, 1999 on my consideration of Greeneville Limited
Partnership's internal control and a report dated March 10, 1999 on its
compliance with laws and regulations applicable to the financial
statements.

/s/ Thomas C. Cunningham, CPA P.C.
Bristol, Virginia

March 10, 1999

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Pulaski Village Limited Partnership

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

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pulaski Village Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations, changes in partners' equity, and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, I have also issued a
report dated March 10, 1999 on my consideration of Pulaski Village Limited
Partnership's internal control and a report dated March 10, 1999 on its
compliance with laws and regulations applicable to the financial
statements.

/s/ Thomas C. Cunningham, CPA P.C.
Bristol, Virginia

March 10, 1999

Lou Ann Montey & Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE: 512-338-0044
FAX: 512-338-5395

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Kingsland Housing, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Kingsland Housing, Ltd.-
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
related statements of income (loss), partners' equity, and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with Generally Accepted Auditing
Standards and Government Auditing Standards as issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe 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 Kingsland Housing, Ltd.-
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
results of its operations and cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 13, 1999, on our consideration of the internal control
structure of Kingsland Housing, Ltd.-(A Texas Limited Partnership) and a
report dated January 13, 1999, on its compliance with laws and regulations.

/s/ Lou Ann Montey & Associates, P.C.
Certified Public Accountants

January 13, 1999

Lou Ann Montey & Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE: 512-338-0044
FAX: 512-338-5395

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Mathis Retirement Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Mathis Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
related statements of income (loss), partners' equity, and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mathis Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 14, 1999, on our consideration of the internal control
structure of Mathis Retirement, Ltd.-(A Texas Limited Partnership) and a
report dated January 14, 1999, on its compliance with laws and regulations.

/s/ Lou Ann Montey & Associates, P.C.
Certified Public Accountants

January 14, 1999

Lou Ann Montey & Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE: 512-338-0044
FAX: 512-338-5395

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Floresville Housing , Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Floresville Housing.- (A
Texas Limited Partnership) as of December 31, 1998 and 1997, and the
related statements of income (loss), partners' equity, and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Floresville Housing,
Ltd.-(A Texas Limited Partnership) as of December 31, 1998 and 1997, and
the results of its operations and cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of the internal control
structure of Floresville Housing, Ltd.-(A Texas Limited Partnership) and a
report dated January 15, 1999, on its compliance with laws and regulations.

/s/ Lou Ann Montey & Associates, P.C.
Certified Public Accountants

January 15, 1999

Leavitt, Christensen & Co.
9100 W. Blackeagle Drive
Boise, ID 83709
PHONE: 208-322-6769
FAX: 208-322-7307

INDEPENDENT AUDITORS' REPORT
----------------------------
Managing General Partner
Teton View Limited Partnership
Boise, Idaho

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

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States Department of Agriculture Rural Development
(RD) Audit Program issued in December 1989. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 11, 1998 on our consideration of Teton View Limited
Partnership's internal control structure and on its compliance with laws
and regulations.

The partnership has filed tax returns with the Internal Revenue Service
which allow the partners to receive the benefit of a low income housing tax
credit. Because the qualifying standards of the low income housing tax
credit are different than the requirements of the loan agreement and the
interest credit agreements, and due to the fact that the low income housing
tax credit relates to income taxes which are the responsibility of the
individual partners, the scope of these audits were not designed or
intended to audit the compliance with the various low income housing tax
credit laws. Therefore, these audits can not be relied on to give
assurances with regard to compliance with any low income housing tax credit
laws.

/s/ Leavitt, Christensen & Co.

February 11, 1998

Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE: 208-336-6800
FAX: 208-343-2381

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Teton View Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheet of Teton View Limited
Partnership, as of December 31, 1998, and the related statements of
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The financial statements of Teton View
Limited Partnership as of December 31, 1997, were audited by other auditors
and whose report dated February 11, 1998, expressed an unqualified opinion
on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 2, 1999, on our consideration of Teton View Limited
Partnership's internal controls and compliance with laws and regulations.

The partnership's tax returns have been filed allowing the partners to
claim a benefit of a low income housing tax credit. Because the compliance
and qualification standards of the low income housing tax credit are not
related to the interest credit agreement and loan agreement, and because
the low income housing tax credit related to income taxes which are the
responsibility of each individual partner, the scope of our audit was not
designed or intended to audit the partnerships compliance with the low
income housing tax credit laws. Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance with any
of the low income housing tax credit laws.

/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 2, 1999

Leavitt, Christensen & Co.
9100 W. Blackeagle Drive
Boise, ID 83709
PHONE: 208-322-6769
FAX: 208-322-7307

INDEPENDENT AUDITORS' REPORT
----------------------------
Managing General Partner
Pleasant Valley Housing Limited Partnership
Boise, Idaho

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

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States and the Rural Development Audit Program
issued in December 1989. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 10, 1998 on our consideration of Pleasant Valley
Housing Limited Partnership's internal control structure and on its
compliance with laws and regulations.

The partnership has filed tax returns with the Internal Revenue Service
which allow the partners to receive the benefit of a low income housing tax
credit. Because the qualifying standards of the low income housing tax
credit are different than the requirements of the loan agreement and the
interest credit agreements, and due to the fact that the low income housing
tax credit relates to income taxes which are the responsibility of the
individual partners, the scope of these audits were not designed or
intended to audit the compliance with the various low income housing tax
credit laws. Therefore, these audits can not be relied on to give
assurances with regard to compliance with any low income housing tax credit
laws.

/s/ Leavitt, Christensen & Co.

February 10, 1998

Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE: 208-336-6800
FAX: 208-343-2381

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Pleasant Valley Housing Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheet of Pleasant Valley Housing
Limited Partnership as of December 31, 1998, and the related statements of
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The financial statements of Pleasant
Valley Housing Limited Partnership as of December 31, 1997, were audited by
other auditors and whose report dated February 11, 1998, expressed an
unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pleasant Valley Housing
Limited Partnership as of December 31, 1998, and the results of its
operations, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 2, 1999, on our consideration of Pleasant Valley
Housing Limited Partnership's internal controls and compliance with laws
and regulations.

The partnership's tax returns have been filed allowing the partners to
claim a benefit of a low income housing tax credit. Because the compliance
and qualification standards of the low income tax housing tax credit are
not related to the interest credit agreement and loan agreement, and
because the low income housing tax credit related to income taxes which
are the responsibility of each individual partner, the scope of our audit
was not designed or intended to audit the partnerships compliance with the
low income housing tax credit laws. Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance with any
of the low income housing tax credit laws.

/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 2, 1999

Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE: 336-889-5156
FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Eagles Bay Limited Partnership
Raleigh, North Carolina

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

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing 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 Eagles Bay Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 1, 1999 on our consideration of Eagles Bay Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

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

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

February 1, 1999

Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE: 336-889-5156
FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Stone Arbor Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Stone Arbor Limited
Partnership as of December 31, 1998 and 1997, 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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing 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 Stone Arbor Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 2, 1999 on our consideration of Stone Arbor Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

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

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

February 2, 1999

Bernard Robinson & Co., L.L.P.
P. O. Box 19608
Greensboro, NC 27419-9608
PHONE: 336-294-4494
FAX: 336-547-0840

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Suncrest Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Suncrest Limited
Partnership (a North Carolina limited partnership) as of December 31, 1998
and 1997, and the related statements of operations, partners' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 18, 1999 on our consideration of the Partnerships'
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information
listed in the table of contents is presented for purposes of additional
analysis and is not a required part of the basic financial statements 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/ Bernard Robinson & Co., L.L.P.
Certified Public Accountants

Greensboro, North Carolina
January 18, 1999

Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE: 336-889-5156
FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Woodcroft Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Woodcroft Limited
Partnership as of December 31, 1998 and 1997 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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing 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 Woodcroft Limited
Partnership as of December 31, 1998 and 1997 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 1, 1999 on our consideration of Woodcroft Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

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

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

February 1, 1999

Brockway, Gersbach & Neimeier, P.C.
P.O. Box 4083
Temple, TX 76505-4083
PHONE: 254-773-9907
FAX: 254-773-1570

INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Mabank 1988 Limited
Temple, Texas

We have audited the balance sheet of Mabank 1988 Limited (a Texas limited
partnership), as of December 31, 1998 and 1997, and the related statements
of partners' deficit, operations, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that we
plan and perform the 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 aforementioned financial statements present fairly, in
all material respects, the financial position of Mabank 1988 Limited as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 1999 on our consideration of Mabank 1988
Limited's internal control and on its compliance with laws and regulations
applicable to financial statements.

Our audits were made for the purpose of forming an opinion on the basic
financial statement taken as a whole. The supplemental information on
pages 10 through 16 are presented for purposes of additional analysis and
are not a required part of the basic financial statements. The
supplemental information presented in the Year End Report/Analysis (Form
FmHA 1930-8); Statement of Actual Budget and Income (Form 1930-7) for the
year ended December 31, 1998, and the other Supplemental Data Required by
the Rural Housing and Community Development Services, are presented for
purposes of complying with the requirements of the Rural Housing and
Community Development Services and are not a required part of the basic
financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

/s/ Brockway, Gersbach & Neimeier, P.C.
Certified Public Accountants

February 10, 1999

Brannan, Bagwell and Mercer, P.C.
Amsouth Center, Suite 804 - 200 Clinton Avenue
Huntsville, AL 35801
PHONE: 256-536-4318
FAX: 256-533-7193

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Hunters Ridge, Ltd.

We have audited the accompanying balance sheet of Hunters Ridge, Ltd., (a
limited partnership) as of December 31, 1998and 1997, and the related
Statement of Operations, Partners' Capital and Cash Flows for the years
then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have issued a report
dated March 1, 1999 on our consideration of Hunter's Ridge Ltd's internal
control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grants.

/s/ Brannan, Bagwell and Mercer, P.C.
Certified Public Accountants

March 1, 1999

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-1324
FAX: 915-263-2124

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Casa Linda Limited Partnership

We have audited the accompanying balance sheets of Casa Linda Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our 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 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 Casa Linda Limited
Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller
General of the United States, we have also issued a report dated February
6, 1999, on our consideration of Casa Linda Limited Partnership's internal
control structure and a report dated February 6, 1999, on its compliance
with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on Pages 19 through 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/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

February 6, 1999
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-1324
FAX: 915-263-2124

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
La Villa Elena Ltd.. Limited Partnership

We have audited the accompanying balance sheets of La Villa Elena Ltd.
Limited Partnership as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our 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 La Villa Elena LTD.
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller
General of the United States, we have also issued a report dated February
6, 1999, on our consideration of La Villa Elena Ltd. Limited Partnership's
internal control structure and a report dated February 6, 1999, on its
compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on Pages 19 through 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/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

February 6, 1999
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-1324
FAX: 915-263-2124

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Rio Abajo Apartments Limited Partnership

We have audited the accompanying balance sheets of Rio Abajo Apartments
Limited Partnership as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our 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 Rio Abajo Apartments
Limited Partnership as of December 31, 1998and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller
General of the United States, we have also issued a report dated February
6, 1999, on our consideration of Rio Abajo Apartments Limited Partnership's
internal control structure and a report dated February 6, 1999, on its
compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on Pages 19 through 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/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

February 6, 1999
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX 79720
PHONE: 915-263-1324
FAX: 915-263-2124

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sage Limited Partnership

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

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

In accordance with Government Auditing Standards issued by the Comptroller
General of the United States, we have also issued a report dated February
6, 1999, on our consideration of Sage Limited Partnership's internal
control structure and a report dated February 6, 1999, on its compliance
with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on Pages 19 through 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/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

February 6, 1999
Big Spring, Texas

Mesarvey, Russell & Co., LLC
3170 Presidential Drive
Fairborn, OH 45324
PHONE: 937-320-1717
FAX: 937-320-1818

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Laynecrest Associates Limited Partnership

We have audited the accompanying balance sheets of Laynecrest Associates
Limited Partnership, RDS Case No. 41-092-311254109 as of December 31, 1998
and 1997, 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 and the U.S. Department of Agriculture, Rural
Economic & Community Development Services "Audit Program". Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Laynecrest Associates
Limited Partnership at December 31, 1998 and 1997, and the results of its
operations, changes in partners' deficit, and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards we have also issued a
report dated February 17, 1999, on our consideration of Laynecrest
Associates Limited Partnership's internal controls and a report dated
February 17, 1999 on its compliance with laws and regulations.

/s/ Mesarvey, Russell & Co. LLC
Independent Certified Public Accountants

February 17, 1999
Lead Auditor: Philip J. Lechner, Jr. , CPA
Firm ID # 31-1613938

Mesarvey, Russell & Co., LLC
3170 Presidential Drive
Fairborn, OH 45324
PHONE: 937-320-1717
FAX: 937-320-1818

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Martindale Limited Partnership

We have audited the accompanying balance sheets of Martindale Limited
Partnership, RDS Case No. 41-092-311153919, as of December 31, 1998 and
1997, 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 and the U.S. Department of Agriculture, Rural
Economic & Community Development Services "Audit Program". 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 Martindale Limited
Partnership at December 31, 1998 and 1997, and the results of its
operations, changes in partners' deficit, and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 17, 1999 on our consideration of Martindale Limited
Partnership's internal controls and a report dated February 17, 1999 on its
compliance with laws and regulations.

/s/ Mesarvey, Russell & Co., LLC
Independent Certified Public Accountants

February 17, 1999

Lead Auditor: Philip J. Lechner, Jr., CPA
Firm ID # 31-1613938

Johnson, Hickey & Murchison, P.C.
651 East Fourth Street, Suite 200
Chattanooga, TN 37403-1924
PHONE: 423-756-0052
FAX: 423-267-5945

INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
Robinhood Apartments, Ltd.

We have audited the accompanying balance sheets of Robinhood Apartments,
Ltd. as of December 31, 1998 and 1997, and the related statements of
operations, changes in partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our 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 Robinhood Apartments,
Ltd. as of December 31, 1998 and 1997, and the results of its operations,
changes in partners' equity and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 27, 1999, on our consideration of the Partnership's
compliance and internal control over financial reporting.

/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants

January 27, 1999

Johnson, Hickey & Murchison, P.C.
651 East Fourth Street, Suite 200
Chattanooga, TN 37403-1924
PHONE: 423-756-0052
FAX: 423-267-5945

INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
Skyview Terrace, Ltd.:

We have audited the accompanying balance sheets of Skyview Terrace, Ltd. as
of December 31, 1998 and 1997, and the related statements of operations,
changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our 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 Skyview Terrace, Ltd.
as of December 31, 1998 and 1997, and the results of its operations,
changes in partners' equity and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 27, 1999, on the Partnership's compliance and internal
control over financial reporting.

/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants

January 27, 1999

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Riverside Apartments, Ltd.
Demopolis, Alabama

We have audited the accompanying balance sheets of Riverside Apartments,
Ltd., a limited partnership, RHS Project No.: 01-046-630978050 as of
December 31, 1998 and 1997, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that we
plan and perform the 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 the 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 Riverside Apartments,
Ltd., RHS Project No.: 01-046-630978050 as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1998 and
1997, is presented for purposes of complying with the requirements of the
Rural Housing Services and is also not a required part of the basic
financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in
our opinion is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 21, 1999 on our consideration of Riverside
Apartments, Ltd., internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama

February 21, 1999

Reznick, Fedder & Silverman
Two Premier Plaza, 5th Floor
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE: 404-847-9447
FAX: 404-847-9495

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brookshire Apartments, L.P.

We have audited the accompanying balance sheets of Brookshire Apartments,
L.P., RHS Project No.: 10-075-581765612, as of December 31, 1998 and 1997,
and the related statements of operations, changes in partners' equity
(deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. 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 Brookshire Apartments,
L.P., RHS Project No.: 10-075-581765612 as of December 31, 1998 and 1997,
and the results of its operations, the changes in partners' equity
(deficit) and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 17 and 18 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1999, on our consideration of Brookshire
Apartments, L.P.'s internal control and on its compliance with laws and
regulations applicable to the financial statemtns.

/s/ Reznick, Fedder & Silverman
Certified Public Accountants

Atlanta, Georgia
January 28, 1999

Reznick, Fedder & Silverman
Two Premier Plaza, 5th Floor
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE: 404-847-9447
FAX: 404-847-9495

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sandridge Apartments, Ltd.

We have audited the accompanying balance sheets of Sandridge Apartments,
Ltd., RHS Project No.: 058-17569-49, as of December 31, 1998 and 1997, and
the related statements of operations, changes in partners' equity
(deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. 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 Sandridge Apartments
Ltd., RHS Project No.: 058-17569-49, as of December 31, 1998 and 1997, and
the results of its operations, the changes in partners' equity (deficit),
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 15 through 21 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1999, on our consideration of Sandridge
Apartments, Ltd.'s internal control and its compliance with laws and
regulations applicable to the financial statements.

/s/ Reznick, Fedder & Silverman
Certified Public Accountants

Atlanta, Georgia
January 28, 1999

Chester M. Kearney, CPA
12 Dyer Street
Presque Isle, ME 04769-1550
PHONE: 207-764-3171
FAX: 207-764-6362

INDEPENDENT AUDITORS' REPORT
----------------------------
Limestone Estates
Caribou, Maine

To the Partners

We have audited the accompanying balance sheets of Limestone Estates, (a
limited partnership) as of December 31, 1998 and 1997, and the related
statements of operations, partners' deficit, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Limestone Estates as of
December 31, 1998 and 1997, and the results of its operations, partners'
deficit and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 5, 1999 on our consideration of Limestone Estates'
internal control over financial reporting and our tests of its compliance
with certain provisions of laws and regulations.

/s/ Chester M. Kearney, CPA
Certified Public Accountants

Presque Isle, Maine
February 5, 1999

Reznick Fedder & Silverman,C.P.A. P.C.
Two Premier Plaza, 5th Floor
5605 Glendridge Drive
Atlanta, GA 30342-1376
PHONE: 404-847-9447
FAX: 404-847-9495

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Longleaf Apartments, Ltd.

We have audited the accompanying balance sheets of Longleaf Apartments,
Ltd., RHS Project No.: 10-065-581788240, as of December 31, 1997 and 1996,
and the related statements of operations, partners' deficit and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express 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 Longleaf Apartments
Ltd., RHS Project No.: 10-065-581788240, as of December 31, 1997 and 1996,
and the results of its operations, the changes in partners' deficit and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 23, 1998, on our consideration of Longleaf
Apartments, Ltd.'s internal control structure and on its compliance with
laws and regulations applicable to the financial statements.

/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 23, 1998

Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE: 404-892-9651
FAX: 404-876-3913

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Longleaf Apartments, Ltd.

We have audited the accompanying balance sheet of LONGLEAF APARTMENTS, LTD.
(a limited partnership), Project No.: 10-065-581788240, as of December 31,
1998, 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. The financial statements of LONGLEAF APARTMENTS, LTD. as of
December 31, 1997 were audited by other auditors whose report dated January
23, 1998 expressed an unqualified opinion on those statements.

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 U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of LONGLEAF APARTMENTS,
LTD. (a limited partnership), Project No.: 10-065-581788240, as of December
31, 1998, and the results of its operations, the changes in partners'
deficit and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 12, 1999 on our consideration of LONGLEAF APARTMENTS,
LTD.'s (a limited partnership) internal control and a report dated January
12, 1999 on its compliance with laws and regulations applicable to the
financial statements.

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

/sHabif, Arogeti & Wynne, P.C.
Certified Public Accountants
Atlanta, Georgia

January 12, 1999

Larry C. Stemen CPA and Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Crestwood Villa 2 Limited Partnership
(A Limited Partnership)
DBA Applewood Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Crestwood Villa 2
Limited Partnership (A Limited Partnership), DBA Applewood Apartments, FmHA
Case No. 41-017-341612174, as of December 31, 1997 and 1996, and the
related income statements, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of
the project's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration "Audit Program" issued in December 1989. Those
standards and the Audit Program require that we plan and perform our 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 Crestwood Villa 2
Limited Partnership (A Limited Partnership), DBA Applewood Apartments, FmHA
Case No. 41-017-341612174,, at December 31, 1997 and 1996, and the results
of its operations, and changes in partners' equity (deficit), and cash
flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
017-341612174. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998, on our consideration of Crestwood Villa 2
Limited Partnership internal control structure and a report dated January
16, 1998 on its compliance with specific requirements applicable to Rural
Development Services programs.

/s/ Larry C. Stemen CPA and Associates
Certified Public Accountants
Columbus, Ohio

January 16, 1998

Fentress, Dunbar & Brown
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE: 614-825-0011
FAX: 614-825-0014

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Crestwood Villa 2 Limited Partnership
DBA Applewood Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Crestwood Villa 2
Limited Partnership (a limited partnership), DBA Applewood Apartments, Case
No. 41-017-341612174, as of December 31, 1998, and the related income
statement, changes in partners' 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. The financial statements of
Crestwood Villa 2 Limited Partnership as of December 31, 1997, were audited
by other auditors whose report dated January 16, 1998, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration "Audit Program" issued in December 1989. Those
standards require that we plan and perform our audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Crestwood Villa 2
Limited Partnership, DBA Applewood Apartments, Case No. 41-017-341612174,,
at December 31, 1998, and the results of its operations, and 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, we have also issued a
report dated January 22, 1999, on our consideration of Crestwood Villa 2
Limited Partnership's internal control and a report dated January 22, 1999,
on its compliance with specific requirements applicable to Rural
Development Services Programs.

/s/ Fentress, Dunbar & Brown, CPAs, LLC
Certified Public Accountants
Worthington, Ohio
January 22, 1999

Smith, Lambright & Associates, P.C.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE: 903-675-5674
FAX: 903-675-5676

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Owners
Fairview South, Ltd.
700 South Palestine
Athens, TX 75751

We have audited the accompanying Balance Sheet of Fairview South, Ltd. as
of December 31, 1998 and 1997, and the related Statements of Income and
Expenses, Changes in Partner's Equity (Deficit), and Cash Flows for the
years then ended. These financial statements are the responsibility of
Fairview South, Ltd.'s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated February 27, 1999 on our consideration of Fairview South,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain laws, regulations, contracts and grants.

Our audit was performed for the purpose of forming an opinion on the
financial statements of Fairview South Ltd., taken as a whole. The
accompanying supplemental letter is presented for purposes of additional
analysis as required by the U.S. Department of Agriculture, Rural
Development Agency, 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/ Smith, Lambright & Associates, P.C.
Certified Public Accountants

February 27, 1999

Smith, Lambright & Associates, P.C.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE: 903-675-5674
FAX: 903-675-5676

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Owners
Southwood Apartments, Ltd.
700 South Palestine
Athens, Texas 75751

We have audited the accompanying Balance Sheet of Southwood Apartments,
Ltd. as of December 31, 1998 and 1997, and the related Statements of Income
and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows for the
years then ended. These financial statements are the responsibility of
Southwood Apartments, Ltd.'s management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated February 25, 1999 on our consideration of Southwood
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain laws, regulations, contracts and grants.

Our audit was performed for the purpose of forming an opinion on the
financial statements of the Southwood Apartments, Ltd., taken as a whole.
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, 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/ Smith, Lambright & Associates, P.C.
Certified Public Accountants

February 25, 1999

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, Texas 78759
PHONE 512-338-0044
FAX:512-338-5395

INDEPENDENT AUDITORS' REPORT
--------------------------------------------------
- --

To The Partners
Sabinal Housing, Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheet of Sabinal Housing, Ltd. -
(A Texas Limited Partnership) as of December 31, 1998 and 1997 and the
related statement of income (loss), partners' equity, and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Sabinal Housing, Ltd. -
(A Texas Limited Partnership) as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 18, 1999, on our consideration of the internal control
structure of Sabinal Housing, Ltd. - (A Texas Limited Partnership) and a
report dated January 18, 1999, on its compliance with laws and regulations.

Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
January 18, 1999

Item 9. Disagreements on Accounting and Financial Disclosures

None.

PART III

Item 10. Directors and Executive Officers of Gateway

Gateway has no directors or executive officers. Gateway's affairs are
managed and controlled by the Managing General Partner. Certain
information concerning the directors and officers of the Managing General
Partner are set forth below.

Raymond James Tax Credit Funds, Inc. - Managing General Partner

Raymond James Tax Credit Funds, Inc. is the Managing General Partner and
is responsible for decisions pertaining to the acquisition and sale of
Gateway's interests in the Project Partnerships and other matters related
to the business operations of Gateway. The officers and directors of the
Managing General Partner are as follows:

Ronald M. Diner, age 55, is President and a Director. He is a Senior
Vice President of Raymond James & Associates, Inc., with whom he has
been employed since June 1983. Mr. Diner received an M.B.A. degree
from Columbia University (1968) and a B.S. degree from Trinity College
(1966). Prior to joining Raymond James & Associates, Inc., he managed
the broker-dealer activities of Pittway Real Estate, Inc., a real
estate development firm. He was previously a loan officer at Marine
Midland Realty Credit Corp., and spent three years with Common, Dann &
Co., a New York regional investment firm. He has served as a member
of the Board of Directors of the Council for Rural Housing and
Development, a national organization of developers, managers and
syndicators of properties developed under the RECD Section 515
program, and is a member of the Board of Directors of the Florida
Council for Rural Housing and Development. Mr. Diner has been a
speaker and panel member at state and national seminars relating to
the low-income housing credit.

J. Davenport Mosby, age 43, is a Vice President and a Director. He is a
Senior Vice President of Raymond James & Associates, Inc. which he
joined in 1982. Mr. Mosby received an MBA from the Harvard Business
School (1982). He graduated magna cum laude with a BA from Vanderbilt
University where he was elected to Phi Beta Kappa.

Teresa L. Barnes, age 52, is a Vice President. Ms. Barnes is a Senior
Vice President of Raymond James & Associates, Inc., which she joined
in 1969.

Sandra L. Furey, age 36, is Secretary, Treasurer. Ms. Furey has been
employed by Raymond James & Associates, Inc. since 1980 and currently
serves as Closing Administrator for the Gateway Tax Credit Funds.

Raymond James Partners, Inc. -

Raymond James Partners, Inc. has been formed to act as the general
partner, with affiliated corporations, in limited partnerships sponsored by
Raymond James Financial, Inc. Raymond James Partners, Inc. is a general
partner for purposes of assuring that Gateway and other partnerships
sponsored by affiliates have sufficient net worth to meet the minimum net
worth requirements of state securities administrators.

Information regarding the officers and directors of Raymond James
Partners, Inc., is included on pages 58 and 59 of the Prospectus under the
section captioned "Management" (consisting of pages 56 through 59 of the
Prospectus) which is incorporated herein by reference.

Item 11. Executive Compensation

Gateway has no directors or officers.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Neither of the General Partners, nor their directors and officers, own
any units of the outstanding securities of Gateway as of March 31, 1998.

Gateway is a Limited Partnership and therefore does not have voting
shares of stock. To the knowledge of Gateway, no person owns of record or
beneficially, more than 5% of Gateway's outstanding units.

Item 13. Certain Relationships and Related Transactions

Gateway has no officers or directors. However, various kinds of
compensation and fees are payable to the General Partners and their
affiliates during the organization and operations of Gateway.
Additionally, the General Partners will receive distributions from Gateway
if there is cash available for distribution or residual proceeds as defined
in the Partnership agreement. The amounts and kinds of compensation and
fees are described on pages 13 to 15 of the Prospectus under the caption
"Management Compensation", which is incorporated herein by reference. See
Note 3 of Notes to Financial Statements in item 8 of this Annual Report on
Form 10-K for amounts accrued or paid to the General Partners and their
affiliates during the years ended March 31, 1999, 1998 and 1997.

The Payable to General Partners primarily represents the asset management
fees owed to the General Partners at the end of the period. It is
unsecured, due on demand and, in accordance with the limited partnership
agreement, non-interest bearing. Within the next 12 months, the Managing
General Partner does not intend to demand payment on the portion of Asset
Management Fees payable classified as long-term on the Balance Sheet.

The General Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses as follows:

Asset Management Fee - The Managing General Partner is entitled to an
annual asset management fee equal to 0.45% of the aggregate cost of
Gateway's interest in the projects owned by the Project Partnerships. The
asset management fee will be paid only after all other expenses of Gateway
have been paid. These fees are included in the Statements of Operations.
Totals incurred for the years ended March 31, 1999, 1998 and 1997 were
$498,294, $499,712 and $502,017 respectively.

General and Administrative Expenses - Raymond James Tax Credit Funds, Inc.,
the Managing General Partner, is reimbursed for general and administrative
expenses of Gateway on an accountable basis. These expenses are included
in the Statements of Operations. Totals incurred for the years ended March
31, 1999, 1998 and 1997 were $27,713, $30,235 and $25,316 respectively.

PART IV

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

a.(1) Financial Statements

(2) Financial Statement Schedules -

Schedule III - Real Estate and Accumulated Depreciation of Property Owned
by Project Partnerships

All other schedules are omitted because they are not applicable or not
required, or because the required information is shown either in the
financial statements or in the notes thereto.

(3) Exhibit Index -
The following are included with Form S-11, Registration No. 33-18142 and
amendments and supplements thereto previously filed with the Securities
and Exchange Commission.

Table
Number
1.1 Form of Soliciting Dealer Agreement
1.2 Form of Escrow Agreement between Gateway Tax Credit
Fund, Ltd., and Southeast Bank
2.1 Purchase and Sale Agreement, dated June 30, 1988
pertaining to the acquisition of limited partnership
interests in Martindale Limited Partnership
2.2 Purchase and Sale Agreement, dated June 30, 1988
pertaining to the acquisition of limited partnership
interests in Laynecrest Associates Limited Partnership
2.3 Purchase and Sale Agreement, dated August 28, 1988
pertaining to the acquisition of limited partnership
interests in La Villa Elena Limited Partnership
2.4 Purchase and Sale Agreement, date August 28, 1988
pertaining to the acquisition of limited partnership
interests in Rio Abajo Limited Partnership
3.1 The form of Partnership Agreement of the Partnership
is included as Exhibit "A" to the Prospectus
3.1.1 Amended Certificate of Limited Partnership of Gateway
Tax Credit Fund, Ltd.
3.2 Articles of Incorporation of Raymond James Partners,
Inc.
3.2.1 Bylaws of Raymond James Partners, Inc.
3.3 Articles of Incorporation of Raymond James Tax Credit
Funds, Inc.
3.3.1 Bylaws of Raymond James Tax Credit Funds, Inc.
3.4 Amended and Restated Agreement and Certificate of
Limited Partnership of Martindale Limited Partnership
3.5 Amended and Restated Agreement and Certificate of
Limited Partnership of Laynecrest Associates Limited
3.6 Amended and Restated Agreement and Certificate of
Limited Partnership of La Villa Elena Limited
Partnership
3.7 Amended and Restated Agreement and Certificate of
Limited Partnership of Rio Abajo Limited Partnership
3.8 Amended and Restated Agreement of Village Apartments
of Fortville II, L.P. is included as Exhibit E to the
document included as Exhibit 2.5
3.9 Amended and Restated Partnership Agreement of Village
Apartments of Summitville II, L.P. is included as
Exhibit E to the document included as Exhibit 2.6
3.10 Amended and Restated Partnership Agreement of Village
Apartments of Madison, Ltd. is included as Exhibit E to
the document included as Exhibit 2.7
3.11 Amended and Restated Partnership Agreement of Village
Apartments of Monroe Family, Ltd. is included as
Exhibit E to the document included as Exhibit 2.8
3.12 Amended and Restated Partnership Agreement of Village
Apartments of Longleaf Apartments, Ltd. is included as
Exhibit E to the document included as Exhibit 2.9
3.13 Amended and Restated Partnership Agreement of Village
Apartments of Hannah's Mill Apartments, Ltd. is
included as Exhibit E to the document included as
Exhibit 2.10
3.14 Amended and Restated Partnership Agreement of Village
Apartments of Sylacauga Garden Apartments III, Ltd.
3.15 Amended and Restated Partnership Agreement of Suncrest
Limited Partnership is included as Exhibit E to the
document included as Exhibit 2.12
3.16 Amended and Restated Partnership Agreement of Dunbarton
Oaks III, Limited Partnership
3.17 Amended and Restated Partnership Agreement of
Brandywine III Limited Partnership
3.18 Amended and Restated Partnership Agreement of Concord
IV Limited Partnership
3.19 Amended and Restated Partnership Agreement of Mulberry
Hill IV Associates Limited Partnership
3.20 Amended and Restated Partnership Agreement of Federal
Manor Limited Partnership
3.21 Amended and Restated Partnership Agreement of Laurel
Apartments Limited Partnership
3.22 Amended and Restated Partnership Agreement of Casa
Linda Limited Partnership
3.23 Amended and Restated Partnership Agreement of
Rivermeade Associates
3.24 Amended and Restated Partnership Agreement of Keysville
Limited Partnership
3.25 Amended and Restated Partnership Agreement of Laurel
Woods Associates
3.26 Amended and Restated Partnership Agreement of Meadows
Associates
3.27 Amended and Restated Partnership Agreement of Riverside
Apts., Ltd.
3.28 Amended and Restated Partnership Agreement of Limestone
Estates, Ltd.
3.29 Amended and Restated Partnership Agreement of Sandridge
Apts., Ltd.
3.30 Amended and Restated Partnership Agreement of
Brookshire Apts., Ltd.
3.31 Amended and Restated Partnership Agreement of Teton
View Apts., Ltd.
3.32 Amended and Restated Partnership Agreement of Eagle's
Bay Ltd. Partnership
3.33 Amended and Restated Partnership Agreement of Sage,
Ltd.
3.34 Amended and Restated Partnership Agreement of Albany,
Ltd.
3.35 Amended and Restated Partnership Agreement of
Burkesville, Ltd.
3.36 Amended and Restated Partnership Agreement of Scotts
Hill, Ltd.
3.37 Amended and Restated Partnership Agreement of Claremont
Housing, Ltd.
3.38 Amended and Restated Partnership Agreement of Village
Apartments of Sparta Ltd.
3.39 Amended and Restated Partnership Agreement of Crosstown
Seniors Limited Dividend Housing Association Ltd.
3.40 Amended and Restated Partnership Agreement of Village
Apartments of Divernon Ltd.
3.41 Amended and Restated Partnership Agreement of Oakwood
Apartments Ltd.
3.42 Amended and Restated Partnership Agreement of
Middleport Ltd.
3.43 Amended and Restated Partnership Agreement of Village
Apartments of Morgantown Ltd.
3.44 Amended and Restated Partnership Agreement of Lakewood
Apartments Ltd.
3.45 Amended and Restated Partnership Agreement of Mabank
1988 Limited
3.46 Amended and Restated Partnership Agreement of Ashburn
Housing Ltd. L.P.
3.47 Amended and Restated Partnership Agreement of Cuthbert
Elderly Housing, Ltd.
3.48 Amended and Restated Partnership Agreement of Buena
Vista Housing, Ltd. L.P.
3.49 Amended and Restated Partnership Agreement of Spring
Creek Apts., Ltd.
3.50 Amended and Restated Partnership Agreement of Milton
Elderly Housing, Ltd., L.P.
3.51 Amended and Restated Partnership Agreement of Sandhill
Forest, Ltd.
3.52 Amended and Restated Partnership Agreement of Oakwood
Grove, Ltd.
3.53 Amended and Restated Partnership Agreement of Hastings
Manor, Ltd.
3.54 Amended and Restated Partnership Agreement of Robinhood
Apts., Ltd.
3.55 Amended and Restated Partnership Agreement of Skyview
Terrace Apts., Ltd.
3.56 Amended and Restated Partnership Agreement of Stone
Arbor Ltd.
3.57 Amended and Restated Partnership Agreement of Woodcroft
Ltd.
3.58 Amended and Restated Agreement of Limited Partnership
of Winder Apartments, Ltd., L.P.
3.59 Amended and Restated Partnership Agreement of Spring
Creek Apartments, Ltd.
3.60 Amended and Restated Agreement of Limited Partnership
of Hunters Ridge, Ltd.
8.1 Tax opinion and consent of Schifino & Fleischer, P.A.
24.1 Consent of Spence, Marston & Bunch, Certified Public
Accountants
24.2 The consent of Gerald D. Myers, CPA
24.3 The consent of Kenneth Leventhal & Company
24.4 The consent of Schifino & Fleischer, P.A., to all
references made to them in the Prospectus included as a
part of the Registration Statement of Gateway Tax
Credit Fund, Ltd., and all amendments thereto, is
included in their opinions filed as Exhibit 8.1 to the
Registration Statement
28.1 Table VI (Acquisition of Properties by Program) of
Appendix II to Industry Guide 5, Preparation of
Registration Statements Relating to Interests in Real
Estate Limited Partnerships

Prospectus dated March 2, 1988

b. Reports filed on Form 8-K - NONE

c. Exhibits filed with this Report - NONE

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998

Apartment Properties

Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Laynecrest Medway, OH 48 1,461,812
Martindale Union, OH 30 934,510
La Villa Elena Bernalillo, NM 54 1,474,505
Rio Abajo Truth or Consequences, NM 42 1,395,134
Fortville II Fortville, IN 24 674,876
Summitville Summitville, IN 24 736,087
Suncrest Yanceyville, NC 40 1,475,660
Brandywine III Millsboro, DE 32 1,090,578
Concord IV Perryville, MD 32 1,086,663
Dunbarton Oaks III Georgetown, DE 32 1,115,766
Federal Manor Federalsburg, MD 32 1,163,878
Laurel Apts Laurel, DE 32 1,131,577
Mulberry Hill IV Easton, MD 16 594,474
Madison Madison, OH 40 1,187,080
Hannah's Mill Thomaston, GA 50 1,471,897
Longleaf Apts. Cairo, GA 36 969,505
Sylacauga Garden Sylacauga, AL 45 1,416,597
Monroe Family Monroe, GA 48 1,465,883
Clayfed Apts. Denver, CO 32 996,563
Westside Apts. Denver, CO 52 1,613,008
Casa Linda Silver City, NM 41 1,379,343
Rivermeade Yorktown, VA 80 2,557,160
Laurel Woods Ashland, VA 40 1,278,798
Keysville Keysville, VA 24 757,251
Crosstown Kalamazoo, MI 201 4,614,421
Riverside Apts. Demopolis, AL 40 1,160,349
Brookshire Apts. McDonough, GA 46 1,395,177
Sandridge Apts. Fernandina Beach, FL 46 1,319,634
Limestone Estates Limestone, ME 25 1,154,769
Eagle's Bay Beaufort, NC 40 1,485,180
Teton View Rigby, ID 40 1,433,767
Albany Albany, KY 24 736,865
Burkesville Burkesville, KY 24 738,428
Scotts Hill Scotts Hill, TN 12 409,629
Sage Gallup, NM 44 1,477,860
Claremont Cascade, ID 16 440,798
Middleport Middleport, NY 25 952,094
Oakwood Apts. Columbus, NE 24 788,308
Morgantown Morgantown, IN 24 790,234
Ashburn Housing Ashburn, GA 41 1,058,217
Cuthbert Elderly Cuthbert, GA 32 824,095
Sandhill Forest Melrose, FL 16 469,033
Oakwood Grove Crescent City, FL 36 1,014,583
Hastings Manor Hastings, FL 24 701,960
Lakewood Apts. Norfolk, NE 72 2,443,137
Robinhood Apts. Springfield, TN 48 1,471,018
Skyview Terrace Springfield, TN 48 1,339,400
Mabank 1988 Mabank, TX 42 1,115,030
Buena Vista Buena Vista, GA 25 657,102
Woodcroft Elizabethtown, NC 32 1,157,523
Spring Creek Quitman, GA 18 492,160
Spring Creek Cherokee, AL 24 535,013
Milton Elderly Milton, FL 43 1,082,866
Winder Apartments Winder, GA 48 1,426,179
Hunters Ridge Killen, AL 40 1,172,040
Stone Arbor Madison, NC 40 1,490,005
Greeneville Greeneville, TN 40 1,204,942
Centralia II Centralia, IL 24 804,192
Poteau IV Poteau, OK 32 597,050
Barling Barling, AR 48 922,758
Booneville Booneville, AR 50 1,375,987
Augusta Augusta, KS 66 1,928,865
Meadows Farmville, VA 40 1,334,132
Kenly Housing Kenly, NC 48 1,337,598
Fairview South Athens, TX 44 1,067,889
River Road Apts. Waggaman, LA 43 1,151,954
Middlefield Middlefield, OH 36 1,088,431
Floresville Floresvile, TX 40 1,042,093
Mathis Retirement Mathis, TX 36 875,197
Sabinal Housing Sabinal, TX 24 606,947
Kingsland Housing Kingsland, TX 34 849,852
Crestwood Villa II Crestline, OH 36 1,094,404
Poteau Prop. III Poteau, OK 19 464,133
Decatur Properties Decatur, AR 24 776,256
Broken Bow Prop II Broken Bow, OK 46 1,485,894
Turtle Creek II Grove, OK 42 1,245,894
Pleasant Valley Grangeville, ID 32 1,152,362
Hartwell Elderly Hartwell, GA 24 672,905
Pulaski Village Pulaski, VA 44 1,390,666
Southwood Apts. Jacksonville, TX 40 955,619
------------
$92,201,499
============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998

Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Laynecrest 310,264 1,533,433 18,523
Martindale 243,665 928,824 9,656
La Villa Elena 128,000 1,672,703 118,584
Rio Abajo 88,500 1,610,884 82,378
Fortville II 25,000 780,355 5,034
Summitville 30,000 849,511 483
Suncrest 331,988 1,788,595 17,142
Brandywine III 105,508 1,154,434 45,104
Concord IV 120,440 1,198,338 39,789
Dunbarton Oaks III 123,135 1,205,530 15,016
Federal Manor 142,632 1,252,927 61,869
Laurel Apts 144,680 1,156,847 58,528
Mulberry Hill IV 55,379 652,234 30,129
Madison 60,000 1,378,177 29,191
Hannah's Mill 60,000 1,754,918 (2,132)
Longleaf Apts. 54,700 1,135,966 2,281
Sylacauga Garden 70,000 1,521,755 15,978
Monroe Family 110,000 1,678,673 0
Clayfed Apts. 84,000 876,430 26,350
Westside Apts. 134,701 1,382,850 61,414
Casa Linda 153,730 1,518,228 27,681
Rivermeade 240,134 2,661,910 144,602
Laurel Woods 96,242 1,301,860 151,534
Keysville 30,000 793,750 90,771
Crosstown 408,338 5,164,734 437,695
Riverside Apts. 89,250 1,329,102 7,121
Brookshire Apts. 114,500 1,602,613 6,280
Sandridge Apts. 144,000 1,476,180 12,575
Limestone Estates 79,224 1,318,259 16,738
Eagle's Bay 175,735 1,752,762 25,197
Teton View 50,218 972,662 767,393
Albany 49,161 865,007 21,579
Burkesville 44,697 838,328 30,748
Scotts Hill 30,000 465,835 9,818
Sage 196,207 1,616,554 69,851
Claremont 23,500 505,789 54,233
Middleport 18,000 1,132,502 17,350
Oakwood Apts. 96,800 862,439 17,581
Morgantown 15,000 940,191 4,592
Ashburn Housing 35,000 1,265,760 0
Cuthbert Elderly 22,550 1,006,889 (1,144)
Sandhill Forest 28,091 544,545 926
Oakwood Grove 44,712 1,191,986 1,188
Hastings Manor 18,000 839,600 6,776
Lakewood Apts. 207,700 2,754,382 100,343
Robinhood Apts. 50,500 1,752,851 4,631
Skyview Terrace 40,112 1,424,008 40,669
Mabank 1988 57,200 1,210,248 86,362
Buena Vista 11,390 804,816 (579)
Woodcroft 82,500 1,402,798 4,667
Spring Creek 33,330 575,656 (1,378)
Spring Creek 20,000 589,739 27,914
Milton Elderly 50,000 1,292,395 3,813
Winder Apartments 73,500 1,692,510 (3,285)
Hunters Ridge 48,275 1,370,214 2,327
Stone Arbor 57,280 1,813,230 3,554
Greeneville 47,258 1,434,138 47,971
Centralia II 36,450 954,070 (14,292)
Poteau IV 33,000 683,016 0
Barling 62,500 1,049,173 41,191
Booneville 32,500 1,650,087 0
Augusta 101,300 2,280,419 0
Meadows 102,342 1,455,858 29,993
Kenly Housing 25,000 1,588,636 58,361
Fairview South 103,909 1,218,102 10,122
River Road Apts. 138,000 1,340,045 0
Middlefield 70,700 1,250,957 10,164
Floresville 75,524 1,050,346 185,032
Mathis Retirement 37,127 1,041,038 6,225
Sabinal Housing 18,000 752,263 9,852
Kingsland Housing 30,000 894,081 236,924
Crestwood Villa II 54,000 1,317,395 538
Poteau Prop. III 18,350 564,655 0
Decatur Properties 24,300 945,516 0
Broken Bow Prop II 70,000 1,887,868 0
Turtle Creek II 45,000 1,513,446 0
Pleasant Valley 65,227 1,342,952 41,602
Hartwell Elderly 49,800 771,529 0
Pulaski Village 75,000 1,650,373 61,983
Southwood Apts. 46,189 1,153,440 11,608
----------- ------------ ------------
$ 6,718,944 $103,953,119 $ 3,562,714
=========== ============ ============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998

Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Laynecrest 324,659 1,537,561 1,862,220
Martindale 251,096 931,049 1,182,145
La Villa Elena 128,000 1,791,287 1,919,287
Rio Abajo 89,795 1,691,967 1,781,762
Fortville II 25,000 785,389 810,389
Summitville 30,000 849,994 879,994
Suncrest 80,000 2,057,725 2,137,725
Brandywine III 105,508 1,199,538 1,305,046
Concord IV 131,161 1,227,406 1,358,567
Dunbarton Oaks III 127,805 1,215,876 1,343,681
Federal Manor 147,692 1,309,736 1,457,428
Laurel Apts 146,093 1,213,962 1,360,055
Mulberry Hill IV 58,371 679,371 737,742
Madison 60,000 1,407,368 1,467,368
Hannah's Mill 60,000 1,752,786 1,812,786
Longleaf Apts. 54,700 1,138,247 1,192,947
Sylacauga Garden 70,000 1,537,733 1,607,733
Monroe Family 110,000 1,678,673 1,788,673
Clayfed Apts. 84,000 902,780 986,780
Westside Apts. 134,701 1,444,264 1,578,965
Casa Linda 153,730 1,545,909 1,699,639
Rivermeade 251,734 2,794,912 3,046,646
Laurel Woods 106,742 1,442,894 1,549,636
Keysville 34,534 879,987 914,521
Crosstown 536,680 5,474,087 6,010,767
Riverside Apts. 93,089 1,332,384 1,425,473
Brookshire Apts. 114,750 1,608,643 1,723,393
Sandridge Apts. 144,000 1,488,755 1,632,755
Limestone Estates 79,224 1,334,997 1,414,221
Eagle's Bay 181,070 1,772,624 1,953,694
Teton View 87,187 1,703,086 1,790,273
Albany 49,161 886,586 935,747
Burkesville 44,697 869,076 913,773
Scotts Hill 30,000 475,653 505,653
Sage 196,207 1,686,405 1,882,612
Claremont 29,041 554,481 583,522
Middleport 18,000 1,149,852 1,167,852
Oakwood Apts. 96,800 880,020 976,820
Morgantown 15,000 944,783 959,783
Ashburn Housing 35,000 1,265,760 1,300,760
Cuthbert Elderly 22,550 1,005,745 1,028,295
Sandhill Forest 28,091 545,471 573,562
Oakwood Grove 44,712 1,193,174 1,237,886
Hastings Manor 18,000 846,376 864,376
Lakewood Apts. 242,700 2,819,725 3,062,425
Robinhood Apts. 50,500 1,757,482 1,807,982
Skyview Terrace 40,112 1,464,677 1,504,789
Mabank 1988 94,031 1,259,779 1,353,810
Buena Vista 11,390 804,237 815,627
Woodcroft 82,500 1,407,465 1,489,965
Spring Creek 33,330 574,278 607,608
Spring Creek 20,000 617,653 637,653
Milton Elderly 50,000 1,296,208 1,346,208
Winder Apartments 73,500 1,689,225 1,762,725
Hunters Ridge 48,275 1,372,541 1,420,816
Stone Arbor 57,280 1,816,784 1,874,064
Greeneville 47,258 1,482,109 1,529,367
Centralia II 36,450 939,778 976,228
Poteau IV 33,000 683,016 716,016
Barling 62,500 1,090,364 1,152,864
Booneville 32,500 1,650,087 1,682,587
Augusta 101,300 2,280,419 2,381,719
Meadows 105,846 1,482,347 1,588,193
Kenly Housing 25,000 1,646,997 1,671,997
Fairview South 103,909 1,228,224 1,332,133
River Road Apts. 138,000 1,340,045 1,478,045
Middlefield 70,700 1,261,121 1,331,821
Floresville 76,669 1,234,233 1,310,902
Mathis Retirement 37,127 1,047,263 1,084,390
Sabinal Housing 18,000 762,115 780,115
Kingsland Housing 30,000 1,131,005 1,161,005
Crestwood Villa II 54,000 1,317,933 1,371,933
Poteau Prop. III 18,350 564,655 583,005
Decatur Properties 24,300 945,516 969,816
Broken Bow Prop II 70,000 1,887,868 1,957,868
Turtle Creek II 45,000 1,513,446 1,558,446
Pleasant Valley 65,227 1,384,554 1,449,781
Hartwell Elderly 49,800 771,529 821,329
Pulaski Village 75,000 1,712,356 1,787,356
Southwood Apts. 46,189 1,165,048 1,211,237
----------- ------------ ------------
$ 6,798,323 $107,436,454 $114,234,777
=========== ============ ============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998

Apartment Properties

Partnership Accumulated Depreciation Depreciable Life
- ----------- ------------------------ ----------------

Laynecrest 798,439 5.0 - 27.5
Martindale 444,932 5.0 - 27.5
La Villa Elena 465,598 5.0 - 40.0
Rio Abajo 425,500 5.0 - 40.0
Fortville II 303,215 5.0 - 27.5
Summitville 333,340 5.0 - 27.5
Suncrest 440,398 5.0 - 40.0
Brandywine III 562,823 5.0 - 27.5
Concord IV 596,055 5.0 - 27.5
Dunbarton Oaks III 592,558 5.0 - 27.5
Federal Manor 599,054 5.0 - 27.5
Laurel Apts 611,339 5.0 - 27.5
Mulberry Hill IV 308,882 5.0 - 27.5
Madison 436,679 5.0 - 33.0
Hannah's Mill 604,098 5.0 - 30.0
Longleaf Apts. 402,902 5.0 - 30.0
Sylacauga Garden 652,226 5.0 - 27.5
Monroe Family 603,917 5.0 - 27.5
Clayfed Apts. 362,024 5.0 - 40.0
Westside Apts. 546,130 5.0 - 40.0
Casa Linda 377,305 5.0 - 40.0
Rivermeade 1,099,932 5.0 - 27.5
Laurel Woods 596,983 5.0 - 27.5
Keysville 366,432 5.0 - 27.5
Crosstown 1,618,176 5.0 - 40.0
Riverside Apts. 327,278 5.0 - 40.0
Brookshire Apts. 522,428 5.0 - 30.0
Sandridge Apts. 511,021 5.0 - 30.0
Limestone Estates 570,974 5.0 - 27.5
Eagle's Bay 390,131 5.0 - 50.0
Teton View 531,873 5.0 - 27.5
Albany 291,775 5.0 - 40.0
Burkesville 281,394 5.0 - 40.0
Scotts Hill 137,130 5.0 - 40.0
Sage 375,187 5.0 - 40.0
Claremont 208,336 5.0 - 27.5
Middleport 259,718 5.0 - 27.5
Oakwood Apts. 277,025 5.0 - 40.0
Morgantown 305,753 5.0 - 27.5
Ashburn Housing 396,252 5.0 - 30.0
Cuthbert Elderly 317,358 5.0 - 30.0
Sandhill Forest 151,115 5.0 - 35.0
Oakwood Grove 338,032 5.0 - 35.0
Hastings Manor 207,586 5.0 - 40.0
Lakewood Apts. 941,887 5.0 - 30.0
Robinhood Apts. 311,425 5.0 - 50.0
Skyview Terrace 392,118 5.0 - 50.0
Mabank 1988 379,787 5.0 - 35.0
Buena Vista 244,179 5.0 - 30.0
Woodcroft 294,969 5.0 - 50.0
Spring Creek 174,678 5.0 - 40.0
Spring Creek 161,325 5.0 - 30.0
Milton Elderly 400,166 5.0 - 30.0
Winder Apartments 540,120 5.0 - 50.0
Hunters Ridge 306,809 5.0 - 50.0
Stone Arbor 368,562 5.0 - 50.0
Greeneville 524,967 5.0 - 27.5
Centralia II 304,436 5.0 - 27.5
Poteau IV 244,872 5.0 - 25.0
Barling 406,996 5.0 - 25.0
Booneville 641,085 5.0 - 25.0
Augusta 879,814 5.0 - 25.0
Meadows 548,097 5.0 - 27.5
Kenly Housing 379,121 5.0 - 40.0
Fairview South 525,852 5.0 - 25.0
River Road Apts. 303,956 5.0 - 40.0
Middlefield 350,018 5.0 - 27.5
Floresville 320,411 5.0 - 50.0
Mathis Retirement 200,153 5.0 - 50.0
Sabinal Housing 148,968 5.0 - 50.0
Kingsland Housing 208,637 5.0 - 50.0
Crestwood Villa II 381,265 5.0 - 33.0
Poteau Prop. III 213,321 5.0 - 25.0
Decatur Properties 343,639 5.0 - 25.0
Broken Bow Prop II 577,406 5.0 - 25.0
Turtle Creek II 554,452 5.0 - 25.0
Pleasant Valley 448,216 5.0 - 27.5
Hartwell Elderly 241,990 5.0 - 27.5
Pulaski Village 614,495 5.0 - 27.5
Southwood Apts. 444,827 5.0 - 25.0
-----------
$34,872,322
===========

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998

Reconciliation of Land, Building & Improvements current year changes:

Balance at beginning of period -
December 31, 1997 $113,960,740
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 302,544
Other 0
---------
302,544
Deductions during period:
Cost of real estate sold 28,507
Other 0
---------
28,507
------------

Balance at end of period -
December 31, 1998
$114,234,777
============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $31,367,608
Adjustment to Prior Year
Less Accumulated Depreciation of
real estate sold (28,507)
Current year expense 3,533,221
-----------
Balance at end of period -
December 31, 1998 $34,872,322
===========

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1998

# MONTHLY
OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- -------- -------- ------- -------
Laynecrest 48 1,461,812 10.63% 13,193 50
Martindale 30 934,510 9.50% 7,591 50
La Villa Elena 54 1,474,505 9.00% 11,397 50
Rio Abajo 42 1,395,134 9.50% 11,306 50
Fortville II 24 674,876 9.00% 5,214 50
Summitville 24 736,087 9.00% 5,691 50
Suncrest 40 1,475,660 9.00% 11,372 50
Brandywine III 32 1,090,578 9.00% 8,429 50
Concord IV 32 1,086,663 9.50% 8,822 50
Dunbarton Oaks III 32 1,115,766 9.00% 8,270 50
Federal Manor 32 1,163,878 9.00% 8,994 50
Laurel Apts 32 1,131,577 9.50% 9,191 50
Mulberry Hill IV 16 594,474 9.50% 4,822 50
Madison 40 1,187,080 9.50% 9,604 50
Hannah's Mill 50 1,471,897 9.50% 11,920 50
Longleaf Apts. 36 969,505 9.50% 7,852 50
Sylacauga Garden 45 1,416,597 9.00% 10,941 50
Monroe Family 48 1,465,883 9.00% 11,294 50
Clayfed Apartments 32 996,563 9.75% 8,985 35
Westside Apts. 52 1,613,008 9.50% 15,673 35
Casa Linda 41 1,379,343 9.50% 11,167 50
Rivermeade 80 2,557,160 8.75% 19,753 50
Laurel Woods 40 1,278,798 9.00% 9,677 50
Keysville 24 757,251 9.50% 6,137 50
Crosstown 201 4,614,421 7.88% 36,182 30
Riverside Apts. 40 1,160,349 9.25% 8,204 50
Brookshire Apts. 46 1,395,177 8.75% 10,486 50
Sandridge Apts. 46 1,319,634 9.00% 10,071 50
Limestone Estates 25 1,154,769 9.00% 8,910 50
Eagle's Bay 40 1,485,180 8.75% 11,153 50
Teton View 40 1,433,767 8.25% 10,261 50
Albany 24 736,865 9.00% 5,703 50
Burkesville 24 738,428 9.50% 5,996 50
Scotts Hill 12 409,629 8.75% 3,073 50
Sage 44 1,477,860 8.75% 11,087 50
Claremont 16 440,798 9.75% 3,750 50
Middleport 25 952,094 8.75% 7,144 50
Oakwood Apts. 24 788,308 9.50% 6,379 50
Morgantown 24 790,234 9.25% 6,226 50
Ashburn Housing 41 1,058,217 8.75% 7,935 50
Cuthbert Elderly 32 824,095 8.75% 6,189 50
Sandhill Forest 16 469,033 9.00% 3,615 50
Oakwood Grove 36 1,014,583 9.50% 8,215 50
Hastings Manor 24 701,960 9.00% 5,412 50
Lakewood Apts. 72 2,443,137 8.75% 18,332 50
Robinhood Apts. 48 1,471,018 9.75% 11,031 50
Skyview Terrace 48 1,339,400 8.50% 9,866 50
Mabank 1988 42 1,115,030 8.75% 8,345 50
Buena Vista 25 657,102 9.25% 5,187 50
Woodcroft 32 1,157,523 9.00% 8,912 50
Spring Creek 18 492,160 9.00% 4,591 50
Spring Creek 24 535,013 11.50% 5,223 50
Milton Elderly 43 1,082,866 9.25% 8,547 50
Winder Apartments 48 1,426,179 8.75% 10,709 50
Hunters Ridge 40 1,172,040 9.00% 9,032 50
Stone Arbor 40 1,490,005 9.25% 11,759 50
Greeneville 40 1,204,942 9.25% 9,511 50
Centralia II 24 804,192 8.75% 6,031 50
Poteau IV 32 597,050 9.00% 4,777 50
Barling 48 922,758 9.00% 7,382 50
Booneville 50 1,375,987 8.25% 10,250 50
Augusta 66 1,928,865 8.75% 14,465 50
Meadows 40 1,334,132 8.75% 10,010 50
Kenly Housing 48 1,337,598 8.75% 11,366 50
Fairview South 44 1,067,889 9.50% 8,648 50
River Road Apts. 43 1,151,954 8.75% 9,625 33
Middlefield 36 1,088,431 9.25% 8,579 50
Floresville 40 1,042,093 9.50% 8,466 50
Mathis Retirement 36 875,197 9.50% 7,082 50
Sabinal Housing 24 606,947 9.00% 4,674 50
Kingsland Housing 34 849,852 9.00% 6,554 50
Crestwood Villa II 36 1,094,404 9.00% 8,620 50
Poteau Prop. III 19 464,133 9.00% 3,569 50
Decatur Properties 24 776,256 8.75% 5,801 50
Broken Bow Prop II 46 1,485,894 8.75% 11,110 50
Turtle Creek II 42 1,245,894 9.00% 9,818 50
Pleasant Valley 32 1,152,362 8.75% 8,646 50
Hartwell Elderly 24 672,905 8.75% 5,045 50
Pulaski Village 44 1,390,666 9.25% 10,978 50
Southwood Apts. 40 955,619 8.75% 7,175 50
------------
$ 92,201,499
============

SIGNATURES

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

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit Funds, Inc.
Raymond James Tax Credit Funds, Inc.

Date: July 13, 1999 By:/s/ Ronald M. Diner
Ronald M. Diner
President

Date: July 13, 1999 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer

SIGNATURES

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

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit Funds, Inc.
Managing General Partner

Date: July 13, 1999 By:/s/ Ronald M. Diner
Ronald M. Diner
President

Date: July 13, 1999 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer

Date: July 13, 1999 By:/s/ J.. Davenport Mosby III
J. Davenport Mosby III
Sr. Vice President
and Director