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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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

For the fiscal year ended              March 31, 2004                       

Commission File Number                    0-19022                           

                          Gateway Tax Credit Fund II Ltd.                   
           (Exact name of Registrant as specified in its charter)

          Florida                                  65-0142704               
(State or other jurisdiction of               (IRS Employer No.)
incorporation or organization)

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

Registrant's Telephone No., Including Area Code:   (727)567-4830             

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:   Beneficial Assignee Certificates

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 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 Units
  Title of Each Class                               March 31, 2004
Beneficial Assignee Certificates                        2,258
General Partner Interest                                    2

DOCUMENTS INCORPORATED BY REFERENCE

Parts III and IV - Form S-11 Registration Statement and all amendments and supplements thereto.

File No. 33-31821


PART I

Item 1.  Business

   Gateway Tax Credit Fund II 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 sponsors of Gateway Tax Credit Fund II Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc.

   Pursuant to the Securities Act of 1933, Gateway filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 12, 1989, which covered the offering (the "Public Offering") of Gateway's Beneficial Assignee Certificates ("BACs") representing assignments of units for the beneficial interest of the limited partnership interest of the Assignor Limited Partner. The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business.

   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. As of March 31, 2004, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Assignees.

   Gateway offered BACs in five series. BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5, and 6, respectively had been issued as of March 31, 2004. Each series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships. Net proceeds from each series were used to acquire Project Partnerships which are specifically allocated to such series. Income or loss and all tax items from the Project Partnerships acquired by each series are specifically allocated among the Assignees of such series.

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

   As of March 31, 2004, Gateway had invested in 22 Project Partnerships for Series 2, 23 Project Partnerships for Series 3, 29 Project Partnerships for Series 4, 36 Project Partnerships for Series 5 and 38 Project Partnerships for Series 6. Gateway acquired its interests in these properties by becoming a limited partner in the Project Partnerships that own the properties. As of March 31, 2004 each series was fully invested in Project Partnerships and management plans no new investments in the future.

   The primary source of funds from the inception of each series has been the capital contributions from Assignees. Gateway's operating costs are funded using the reserves, established for this purpose, the interest earned on these reserves and distributions received from Project Partnerships.

   All but two of the Project Partnerships are government subsidized with mortgage loans from the Farmers Home Administration (now called United States Department of Agriculture - Rural Development) ("USDA-RD") 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 USDA-RD 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 23 through 34 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 Assignees 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 contribution of Investors;

   3)  Participate in any capital appreciation in the value of the Projects; and

   4)  Provide passive losses to i) individual investors to offset passive income        from other passive activities, and ii) corporate investors to offset business        income.

   The investment objectives and policies of Gateway are described in detail on pages 34 through 40 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, 2004 the investor capital contributions 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. Services are performed by the Managing General Partner and its affiliates and by agents retained by it. The Managing General Partner has full and exclusive discretion in management and control of Gateway.

Item 2.  Properties

   Gateway owns a majority interest in properties through its limited partnership investments in Project Partnerships. The largest single investment in a Project Partnership in Series 2 is 10.7% of the Series' total assets, Series 3 is 0%, Series 4 is 0%, Series 5 is 12.9% and Series 6 is 25.6%. The following table provides certain summary information regarding the Project Partnerships in which Gateway had an interest as of December 31, 2003:


Item 2 - Properties (continued):

SERIES 2



PARTNERSHIP
- -----------


LOCATION OF
PROPERTY
- -----------


# OF
UNIT
- -----


DATE  
ACQUIRED
- --------


PROPERTY
COST  
- -----------

OCCU-PANCY
RATE
- -----

Claxton Elderly

Deerfield II

Hartwell Family

Cherrytree Apts.

Springwood Apts.

Lakeshore Apts.

Lewiston

Charleston

Sallisaw II

Pocola

Inverness Club

Pearson Elderly

Richland Elderly

Lake Park

Woodland Terrace

Mt. Vernon Elderly

Lakeland Elderly

Prairie Apartments

Sylacauga Heritage

Manchester Housing

Durango C.W.W.

Columbus Seniors

Claxton, GA

Douglas, GA

Hartwell, GA

Albion, PA

Westfield, NY

Tuskegee, AL

Lewiston, NY

Charleston, AR

Sallisaw, OK

Pocola, OK

Inverness, FL

Pearson, GA

Richland, GA

Lake Park, GA

Waynesboro, GA

Mt. Vernon, GA

Lakeland, GA

Eagle Butte, SD

Sylacauga, AL

Manchester, GA

Durango, CO

Columbus, KS

24

24

24

33

32

34

25

32

47

36

72

25

33

48

30

21

29

21

44

49

24

16
- ----
723

9/90

9/90

9/90

9/90

9/90

9/90

10/90

9/90

9/90

10/90

9/90

9/90

9/90

9/90

9/90

9/90

9/90

10/90

12/90

1/91

1/91

5/92

799,538

854,562

859,698

1,458,066

1,564,010

1,291,097

1,233,935

1,076,098

1,517,589

1,245,870

3,496,824

781,460

1,057,871

1,794,542

1,080,959

700,935

955,815

1,288,448

1,774,672

1,784,284

1,329,372

529,223
- -----------
$28,474,868

96%

75%

75%

91%

94%

94%

100%

70%

98%

100%

96%

100%

94%

100%

93%

86%

97%

100%

89%

88%

100%

100%

   

====

 

===========

 

The aggregate average effective rental per unit is $3,728 per year ($311 per month).

Inverness Club Ltd.'s fixed asset total is 12.3% of the Series 2 total Project Partnership fixed assets. Inverness Club was placed in service in October 1991, is located on Florida's West Coast and operates as a low-income 72 unit apartment facility for the elderly. It also offers an optional congregate services package to all tenants. The property competes for tenants with six other apartment properties in the area. The market study estimated a demand for 100 elderly units.

Inverness Club's occupancy rate was 96% and its average effective annual rental per unit was $5,694 ($475 per month) on December 31, 2003. The land cost was $205,500 and the building cost was $3,291,324. The building is depreciated using the straight line method over 27.5 years. Management believes the property insurance coverage is adequate. For the year ended December 31, 2003 the real estate taxes were $63,921.



Item 2 - Properties (continued):
SERIES 3
PARTNERSHIP
- -----------




LOCATION OF
PROPERTY
- -----------




# OF
UNIT
- -----




DATE
ACQUIRED
- --------




PROPERTY
COST
- -----------



OCCU-PANCY
RATE
- -----

Poteau II

Sallisaw

Nowata Properties

Waldron Properties

Roland II

Stilwell

Birchwood Apts.

Hornellsville

Sunchase II

CE McKinley II

Weston Apartments

Countrywood Apts.

Wildwood Apts.

Hancock

Hopkins

Elkhart Apts.

Bryan Senior

Brubaker Square

Southwood

Villa Allegra

Belmont Senior

Heritage Villas

Logansport Seniors

Poteau, OK

Sallisaw, OK

Oolagah, OK

Waldron, AR

Roland, OK

Stilwell, OK

Pierre, SD

Arkport, NY

Watertown, SD

Rising Sun, MD

Weston, AL

Centreville, AL

Pineville, LA

Hawesville, KY

Madisonville, KY

Elkhart, TX

Bryan, OH

New Carlisle, OH

Savannah, TN

Celina, OH

Cynthiana, KY

Helena, GA

Logansport, LA

52

52

32

24

52

48

24

24

41

16

10

40

28

12

24

54

40

38

44

32

24

25

32
- ----
768

8/90

8/90

8/90

9/90

10/90

10/90

9/90

9/90

9/90

9/90

11/90

11/90

11/90

12/90

12/90

1/91

1/91

1/91

1/91

1/91

1/91

3/91

3/91

1,789,148

1,744,103

1,148,484

860,273

1,804,010

1,597,701

1,072,975

1,154,847

1,403,937

828,883

346,207

1,589,980

1,096,579

440,425

927,256

1,649,988

1,188,292

1,459,016

1,803,194

1,150,622

935,143

824,759

1,384,751
- -----------
$28,200,573

92%

100%

75%

92%

90%

98%

63%

96%

98%

100%

100%

95%

96%

100%

100%

89%

90%

95%

98%

94%

100%

84%

100%

   

====

 

===========

 

The average effective rental per unit is $3,387 per year ($282 per month).


Item 2 - Properties (continued):

SERIES 4



PARTNERSHIP
- -----------


LOCATION OF
PROPERTY
- -----------


# OF
UNIT
- ----


DATE  
ACQUIRED
- --------


PROPERTY
COST  
- --------

OCCU-
PANCY
RATE
- ------

Alsace

Seneca Apartments

Eudora Senior

Westville

Wellsville Senior

Stilwell II

Spring Hill Sr.

Smithfield

Tarpon Heights

Oaks Apartments

Wynnwood Common

Chestnut Apts.

St. George

Williston

Brackettville Sr.

Sonora Seniors

Ozona Seniors

Fredericksburg Sr.

St. Joseph

Courtyard

Rural Development

Jasper Villas

Edmonton Senior

Jonesville Manor

Norton Green

Owingsville Senior

Timpson Seniors

Piedmont

S.F. Arkansas City

Soda Springs, ID

Seneca, MO

Eudora, KS

Westville, OK

Wellsville, KS

Stilwell, OK

Spring Hill, KS

Smithfield, UT

Galliano, LA

Oakdale, LA

Fairchance, PA

Howard, SD

St. George, SC

Williston, SC

Brackettville, TX

Sonora, TX

Ozona, TX

Fredericksburg, TX

St. Joseph, IL

Huron, SD

Ashland, ME

Jasper, AR

Edmonton, KY

Jonesville, VA

Norton, VA

Owingsville, KY

Timpson, TX

Barnesville, GA

Arkansas City, KS

24

24

36

36

24

52

24

40

48

32

34

24

24

24

32

32

24

48

24

21

25

25

24

40

40

22

28

36

12
- ----
879

12/90

2/91

3/91

3/91

3/91

3/91

3/91

4/91

4/91

4/91

4/91

5/91

6/91

6/91

6/91

6/91

6/91

6/91

6/91

6/91

6/91

6/91

6/91

6/91

6/91

8/91

8/91

8/91

8/91

831,368

754,021

1,280,033

1,101,686

810,970

1,657,974

1,036,369

1,890,633

2,263,014

1,532,159

1,701,914

1,074,298

939,024

999,219

1,042,263

1,047,032

802,089

1,444,252

976,883

872,863

1,429,003

1,107,162

906,714

1,751,324

1,761,183

853,294

815,916

1,289,047

412,028
- ----------
$34,383,735

100%

83%

94%

97%

96%

94%

96%

90%

100%

97%

97%

38%

100%

92%

91%

100%

100%

100%

92%

95%

92%

80%

100%

98%

100%

100%

100%

94%

92%

   

====

 

==========

 

The average effective rental per unit is $3,673 per year ($306 per month).


Item 2 - Properties (continued):

SERIES 5



PARTNERSHIP
- -----------


LOCATION OF
PROPERTY
- -----------


# OF
UNIT
- ----


DATE   
ACQUIRED
- --------


PROPERTY
COST
- --------

OCCU-PANCY
RATE
- -----

Seymour

Effingham

S.F. Winfield

S.F.Medicine Lodge

S.F. Ottawa

S.F. Concordia

Highland View

Carrollton Club

Scarlett Oaks

Brooks Hill

Greensboro

Greensboro II

Pine Terrace

Shellman

Blackshear

Crisp Properties

Crawford

Yorkshire

Woodcrest

Fox Ridge

Redmont II

Clayton

Alma

Pemberton Village

Magic Circle

Spring Hill

Menard Retirement

Wallis Housing

Zapata Housing

Mill Creek

Portland II

Georgetown

Cloverdale

So. Timber Ridge

Pineville

Ravenwood

Seymour, IN

Effingham, IL

Winfield, KS

Medicine Lodge,KS

Ottawa, KS

Concordia, KS

Elgin, OR

Carrollton, GA

Lexington, SC

Ellijay, GA

Greensboro, GA

Greensboro, GA

Wrightsville, GA

Shellman, GA

Cordele, GA

Cordele, GA

Crawford, GA

Wagoner, OK

South Boston, VA

Russellville, AL

Red Bay, AL

Clayton, OK

Alma, AR

Hiawatha, KS

Eureka, KS

Spring Hill, KS

Menard, TX

Wallis, TX

Zapata, TX

Grove, OK

Portland, IN

Georgetown, OH

Cloverdale, IN

Chandler, TX

Pineville, MO

Americus, GA

37

24

12

16

24

20

24

78

40

44

24

33

25

27

46

31

25

60

40

24

24

24

24

24

24

36

24

24

40

60

20

24

24

44

12

24
- -----
1,106

8/91

8/91

8/91

8/91

8/91

8/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

9/91

11/91

11/91

11/91

1/92

1/92

5/92

1/94

1,517,702

980,617

402,402

572,924

732,342

695,908

906,554

3,217,901

1,674,785

1,759,678

866,259

1,088,664

885,535

901,648

1,602,149

1,127,071

907,712

2,610,842

1,599,958

889,941

840,596

871,530

957,710

776,725

823,643

1,449,378

759,350

578,333

1,243,211

1,741,669

802,455

975,203

986,719

1,319,991

412,232

900,996
- ----------
$40,380,333

89%

100%

75%

94%

92%

100%

88%

92%

98%

98%

100%

100%

83%

100%

100%

94%

96%

98%

100%

96%

88%

100%

100%

92%

88%

94%

88%

100%

100%

98%

100%

96%

96%

100%

100%

96%

   

=====

 

============

 

The average effective rental per unit is $3,603 per year ($300 per month).


Item 2 - Properties (continued):

SERIES 6



PARTNERSHIP
- -----------


LOCATION OF
PROPERTY
- -----------


# OF
UNIT
- -----


DATE
ACQUIRED
- --------


PROPERTY
COST
- --------

OCCU-PANCY
RATE
- -----

Spruce

Shannon

Carthage

Mountain Crest

Coal City

Blacksburg Terrace

Frazer Place

Ehrhardt

Sinton

Frankston

Flagler Beach

Oak Ridge

Monett

Arma

Southwest City

Meadowcrest

Parsons

Newport Village

Goodwater Falls

Northfield Station

Pleasant Hill

Winter Park

Cornell

Heritage Drive So.

Brodhead

Mt. Village

Hazlehurst

Sunrise

Stony Creek

Logan Place

Haines

Maple Wood

Summerhill

Dorchester

Lancaster

Autumn Village

Hardy

Dawson

Pierre, SD

O'Neill, NE

Carthage, MO

Enterprise, OR

Coal City, IL

Blacksburg, SC

Smyrna, DE

Ehrhardt, SC

Sinton, TX

Frankston, TX

Flagler Beach, FL

Williamsburg, KY

Monett, MO

Arma, KS

Southwest City, MO

Luverne, AL

Parsons, KS

Newport, TN

Jenkins, KY

Corbin, KY

Somerset, KY

Mitchell, SD

Watertown, SD

Jacksonville, TX

Brodhead, KY

Mt. Vernon, KY

Hazlehurst, MS

Yankton, SD

Hooversville, PA

Logan, OH

Haines, AK

Barbourville, KY

Gassville, AR

St. George, SC

Mountain View, AR

Harrison, AR

Hardy, AR

Dawson, GA

24

16

24

39

24

32

30

16

32

24

43

24

32

28

12

32

48

40

36

24

24

24

24

40

24

24

32

33

32

40

32

24

28

12

33

16

24

40
- -----
1,086

11/91

11/91

1/92

3/92

3/92

4/92

4/92

4/92

4/92

4/92

5/92

5/92

5/92

5/92

5/92

6/92

7/92

7/92

7/92

7/92

7/92

7/92

7/92

1/92

7/92

7/92

8/92

8/92

8/92

9/92

8/92

8/92

9/92

9/92

9/92

7/92

7/92

11/93

1,146,732

688,021

747,398

1,251,360

1,290,598

1,372,106

1,676,842

685,776

1,053,059

676,931

1,653,116

1,037,966

980,862

888,892

415,838

1,220,862

1,532,968

1,641,833

1,414,978

1,022,561

961,926

1,286,134

1,123,996

1,208,709

971,156

947,100

1,226,570

1,430,124

1,649,283

1,526,912

3,041,643

1,033,990

844,240

561,202

1,385,874

616,082

936,944

1,474,973
- -----------
$44,625,557

67%

81%

100%

100%

88%

100%

100%

94%

100%

100%

100%

96%

94%

96%

100%

100%

94%

100%

97%

88%

100%

100%

100%

90%

92%

96%

100%

94%

97%

100%

69%

100%

96%

100%

97%

94%

100%

98%

   

=====

 

===========

 

The average effective rental per unit is $4,133 per year ($344 per month).


Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 2003, 2002 and 2001 is as follows:

         12/31/03

 

SERIES 2

SERIES 3

SERIES 4

Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum. Depreciation

Properties, Net

$ 1,012,180
127,098
26,395,217
901,769
38,604
- -----------
28,474,868
11,882,795
- -----------
$ 16,592,073

$ 985,546
120,660
25,582,402
1,511,965
0
- -----------
28,200,573
14,415,659
- -----------
$ 13,784,914

$ 1,188,112
183,610
31,227,211
1,769,135
15,667
- -----------
34,383,735
13,360,202
- -----------
$ 21,023,533

 

============

============

============

 

SERIES 5

SERIES 6

TOTAL

Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum. Depreciation

Properties, Net

$ 1,456,671
140,401
36,930,190
1,853,071
0
- -----------
40,380,333
15,887,639
- -----------
$ 24,492,694

$ 1,774,305
527,948
39,965,083
2,358,221
0
- -----------
44,625,557
16,310,634
- -----------
$ 28,314,923

$ 6,416,814
1,099,717
160,100,103
8,394,161
54,271
- -----------
176,065,066
71,856,929
- -----------
$104,208,137

 

============

============

============

         12/31/02

 

SERIES 2

SERIES 3

SERIES 4

Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum. Depreciation

Properties, Net

$ 1,012,180
125,464
26,377,933
890,839
0
- -----------
28,406,416
11,017,194
- -----------
$ 17,389,222

$ 985,546
253,348
25,412,059
1,467,505
0
- -----------
28,118,458
13,441,035
- -----------
$ 14,677,423

$ 1,188,112
169,332
31,332,798
1,596,797
0
- -----------
34,287,039
12,319,974
- -----------
$ 21,967,065

 

===========

===========

===========

 

SERIES 5

SERIES 6

TOTAL

Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress

Properties, at Cost
Less: Accum. Depreciation

Properties, Net

$ 1,456,671
150,142
36,867,774
1,814,370
0
- -----------
40,288,957
14,615,269
- -----------
$ 25,673,688

$ 1,779,755
536,545
39,884,445
2,279,339
0
- -----------
44,480,084
14,953,588
- -----------
$ 29,526,496

$ 6,422,264
1,234,831
159,875,009
8,048,850
0
- -----------
175,580,954
66,347,060
- -----------
$109,233,894

 

===========

===========

============


  • 12/31/01
  •  

    SERIES 2

    SERIES 3

    SERIES 4

    Land
    Land Improvements
    Buildings
    Furniture and Fixtures
    Construction in Progress

    Properties, at Cost
    Less: Accum. Depreciation

    Properties, Net

    $ 1,012,180
    125,464
    26,261,278
    931,578
    0
    - -----------
    28,330,500
    10,152,720
    - -----------
    $18,177,780

    $   985,546
    251,976
    25,247,403
    1,285,630
    0
    - -----------
    27,770,555
    12,513,532
    - -----------
    $15,257,023

    $ 1,188,112
    164,057
    30,125,849
    1,494,488
    0
    - -----------
    32,972,506
    11,277,285
    - -----------
    $21,695,221

     

    ===========

    ===========

    ===========

     

    SERIES 5

    SERIES 6

    TOTAL

    Land
    Land Improvements
    Buildings
    Furniture and Fixtures
    Construction in Progress

    Properties, at Cost
    Less: Accum. Depreciation

    Properties, Net

    $ 1,456,671
    72,944
    37,045,749
    1,635,437
    0
    - -----------
    40,210,801
    13,336,649
    - -----------
    $26,874,152

    $ 1,779,755
    534,541
    39,858,054
    2,179,474
    0
    - -----------
    44,351,824
    13,603,728
    - -----------
    $30,748,096

    $  6,422,264
    1,148,982
    158,538,333
    7,526,607
    0
    - ------------
    173,636,186
    60,883,914
    - ------------
    $112,752,272

     

    ===========

    ===========

    ============

    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, 2004, 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 (BACs) are not publicly traded. There is no market for Gateway's Limited Partnership interests and it is unlikely that any will develop. No transfers of Limited Partnership Interest or BAC Units are permitted without the prior written consent of the Managing General Partner. There have been several transfers from inception to date 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 - "Issuance of BAC'S" on pages A-29 and A-30 of the Limited Partnership Agreement within the Prospectus, which is incorporated herein by reference.

         There have been no distributions to Assignees from inception to date.

    (b)  Approximate Number of Equity Security Holders:

    Title of Class                                    Number of Holders
                                                    as of March 31, 2004
    Beneficial Assignee Certificates                        2,258
    General Partner Interest                                  2


    Item 6. Selected Financial Data

    FOR THE YEARS ENDED MARCH 31,:

    SERIES 2

    2004
    - ----

    2003
    - ----

    2002
    - ----

    2001
    - ----

    2000
    - ----

    Total Revenues

    $  27,067 

    $  31,644 

    $  36,666 

    $  43,114 

    $  40,198 

    Net Loss

    (92,200)

    (85,230)

    (99,198)

    (123,576)

    (166,538)

    Equity in Losses of Project Partnerships



    (8,484)



    (17,624)



    (43,931)



    (76,493)



    (115,544)

    Total Assets

    445,532 

    523,794 

    575,947 

    634,752 

    723,067 

    Investments In Project Partnerships



    47,597 



    58,381 



    78,301 



    124,529 



    208,215 

    Per BAC: (A)
    Tax Credits
    Portfolio
     Income
    Passive Loss


    ..14 

    5.18 
    (157.55)


    2.79 

    7.31 
    (146.95)


    64.12 

    11.87 
    (148.48)


    162.60 

    14.10 
    (127.50)


    166.30 

    12.20 
    (141.60)

    Net Loss

    (14.88)

    (13.75)

    (16.00)

    (19.94)

    (26.87)


    FOR THE YEARS ENDED MARCH 31,:

    SERIES 3

    2004
    - ----

    2003
    - ----

    2002
    - ----

    2001
    - ----

    2000
    - ----

    Total Revenues

    $  35,445 

    $  37,951 

    $  42,526 

    $  52,385 

    $  51,385 

    Net Loss

    (77,243)

    (82,729)

    (80,062)

    (58,677)

    (147,068)

    Equity in Losses of Project
    Partnerships



    (5,137)



    (25,505)



    (34,441)



    (26,094)



    (114,700)

    Total Assets

    344,724 

    405,777 

    465,530 

    512,301 

    545,897 

    Investments In Project Partnerships





    6,633 



    34,601 



    71,138 



    100,190 

    Per BAC: (A)
    Tax Credits
    Portfolio
     Income
    Passive Loss


    ..17 

    6.54 
    (159.39)


    1.38 

    7.92 
    (137.28)


    6.22 

    13.83 
    (154.72)


    44.70 

    14.00 
    (156.40)


    68.90 

    12.80 
    (151.20)

    Net Loss

    (14.02)

    (15.01)

    (14.53)

    (10.65)

    (26.69)


    Item 6. Selected Financial Data

    FOR THE YEARS ENDED MARCH 31,:

    SERIES 4

    2004
    - ----

    2003
    - ----

    2002
    - ----

    2001
    - ----

    2000
    - ----

    Total Revenues

    $  44,087 

    $  35,591 

    $  44,426 

    $  51,145 

    $  48,997 

    Net Loss

    (98,159)

    (160,313)

    (185,366)

    (311,663)

    (235,491)

    Equity in Losses of Project
    Partnerships



    (8,763)



    (77,657)



    (118,314)



    (254,163)



    (175,823)

    Total Assets

    472,775 

    536,633 

    663,983 

    807,069 

    1,082,020 

    Investments In Project Partnerships





    12,279 



    96,741 



    223,689 



    487,692 

    Per BAC: (A)
    Tax Credits
    Portfolio
     Income
    Passive Loss


    1.22 

    4.16 
    (134.34)


    2.98 

    8.48 
    (147.73)


    82.68 

    12.51
    (149.99)


    165.70 

    15.00 
     (160.40)


    168.60 

    14.30 
    (137.50)

    Net Loss

    (14.05)

    (22.95)

    (26.54)

    (44.62)

    (33.71)


    FOR THE YEARS ENDED MARCH 31,:

    SERIES 5

    2004
    - ----

    2003
    - ----

    2002
    - ----

    2001
    - ----

    2000
    - ----

    Total Revenues

    $  37,227 

    $  48,076 

    $  58,867 

    $  64,244 

    $  65,839 

    Net Loss

    (265,039)

    (261,993)

    (268,277)

    (248,131)

    (243,982)

    Equity in Losses of Project
    Partnerships



    (133,705)



    (159,492)



    (189,327)



    (179,765)



    (178,140)

    Total Assets

    872,194 

    1,073,840 

    1,298,281 

    1,519,231 

    1,728,422 

    Investments In Project Partnerships



    229,630 



    376,275 



    550,146 



    752,227 



    951,449 

    Per BAC: (A)
    Tax Credits
    Portfolio
     Income
    Passive Loss


    8.66 

    4.81 
    (148.50)


    54.70 

    6.71 
    (136.53)


    153.83 

    12.75 
    (145.76)


    164.60 

    15.60 
    (140.30)


    164.60 

    14.30 
    (134.60)

    Net Loss

    (30.45)

    (30.10)

    (30.83)

    (28.51)

    (28.03)


    Item 6. Selected Financial Data

    FOR THE YEARS ENDED MARCH 31,:

    SERIES 6

    2004
    - ----

    2003
    - ----

    2002
    - ----

    2001
    - ----

    2000
    - ---

    Total Revenues

    $  41,078 

    $  42,340 

    $  52,783 

    $  57,541 

    $  54,234 

    Net Loss

    (294,767)

    (334,594)

    (407,763)

    (481,031)

    (531,947)

    Equity in Losses of Project Partnerships



    (148,498)



    (209,950)



    (306,042)



    (384,730)



    (433,597)

    Total Assets

    1,467,978 

    1,731,924 

    2,016,612 

    2,364,264 

    2,793,368 

    Investments In Project Partnerships



    858,488 



    1,024,672 



    1,257,026 



    1,584,877  



    1,997,390 

    Per BAC: (A)
    Tax Credits
    Portfolio
     Income
    Passive Loss


    15.16 

    5.41 
    (109.10)


    129.74 

    7.48 
    (115.70)


    167.27 

    11.24 
    (127.50)


    165.60 

    13.80 
    (127.30)


    165.50 

    12.70 
    (126.50)

    Net Loss

    (28.88)

    (32.78)

    (39.95)

    (47.13)

    (52.12)

    (A) The per BAC tax information is as of December 31, the year end 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, Liquidity and Capital Resources

      In 2003, a General Partner of one Project Partnership in Series 3 and seven Project Partnerships in Series 4 plead guilty to fraud and conspiracy charges relating to these project partnerships and other partnerships not related to Gateway Tax Credit Fund II, LTD. In February 2004, the Partnership substituted a new General Partner and does not feel that this situation will have a material impact on the financial statements.

      Operations commenced on September 14, 1990, with the first admission of Assignees in Series 2. The proceeds from Assignees' capital contributions available for investment were used to acquire interests in Project Partnerships.

      As disclosed on the statement of operations for each Series, interest income is comparable for the years ended March 31, 2004, March 31, 2003 and March 31, 2002. The General and Administrative expenses - General Partner and General and Administrative expenses - Other for the year ended March 31, 2004 have increased as compared to March 31, 2003 and March 31, 2002 due to a change in the method of allocation.

      The capital resources of each Series 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 to 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 unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the return of the investors' original capital contributions).

      The sources of funds to pay the operating costs of each Series 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 the Series from the operations of the Project Partnerships.

      From inception, no Series has paid distributions, and management does not anticipate distributions in the future.

      Series 2 - Gateway closed this series on September 14, 1990 after receiving $6,136,000 from 375 Assignees. As of March 31, 2004, the series had invested $4,524,678 in 22 Project Partnerships located in 10 states containing 723 apartment units. Average occupancy of the Project Partnerships was 93% at December 31, 2003.

      Equity in Losses of Project Partnerships decreased from $43,931 for the year ended March 31, 2002 to $17,624 for the year ended March 31, 2003 and to $8,484 for the year ended March 31, 2004. As presented in Note 5, Gateway's share of net loss decreased from $706,233 for the year ended March 31, 2002 to $696,894 for the year ended March 31, 2003 and increased to $747,194 for the year ended March 31,2004. Suspended Losses increased from $662,302 for the year ended March 31, 2002 to $679,270 for the year ended March 31, 2003 and to $738,709 for the year ended March 31, 2004. These losses would reduce the investment in 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. (These Project Partnerships reported depreciation and amortization of $865,003, $864,473 and $865,601 for the years ended December 31, 2001, 2002, and 2003 respectively .) As a result, management expects that this Series, as well as those described below, will report its equity in Project Partnerships as a loss for tax and financial reporting purposes. Overall, management believes the Project Partnerships are operating as expected and are generating tax credits that meet projections.

      At March 31, 2004, the Series had $221,084 of short-term investments (Cash and Cash Equivalents). It also had $176,851 in Zero Coupon Treasuries with annual maturities providing $61,308 in fiscal year 2004 increasing to $66,285 in fiscal year 2007. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

      As disclosed on the statement of cash flows, the Series had a net loss of $92,200 for the year ending March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $8,484 and the changes in operating assets and liabilities, net cash used in operating activities was $61,145, of which $63,328 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $39,074, consisting of $14,422 in cash distributions from the Project Partnerships and $24,652 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

      Series 3 - Gateway closed this series on December 13, 1990 after receiving $5,456,000 from 398 Assignees. As of March 31, 2004 the series had invested $3,888,713 in 23 Project Partnerships located in 12 states containing 768 apartment units. Average occupancy of the Project Partnerships was 93% as of December 31, 2003.

      Equity in Losses of Project Partnerships decreased from $34,441 for the year ended March 31, 2002 to $25,505 for the year ended March 31, 2003 and to $5,137 for the year ended March 31, 2004. As presented in Note 5, Gateway's share of net loss decreased from $710,345 for the year ended March 31, 2002 to $608,873 for the year ended March 31, 2003 and to $704,663 for the year ended March 31, 2004. Suspended Losses decreased from $675,904 for the year ended March 31, 2002 to $583,368 for the year ended March 31, 2003 and increased to $699,527 for the year ended March 31, 2004. These losses would reduce the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $946,476, $961,550 and $983,259 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

      At March 31, 2004, the Series had $187,419 of short-term investments (Cash and Cash Equivalents). It also had $157,305 in Zero Coupon Treasuries with annual maturities providing $54,514 in fiscal year 2004 increasing to $58,940 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

      As disclosed on the statement of cash flows, the Series had a net loss of $77,243 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $5,137 and the changes in operating assets and liabilities, net cash used in operating activities was $59,740, of which $51,647 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $45,709, consisting of $23,780 in cash distributions received from the Project Partnerships and $21,929 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

      Series 4 - Gateway closed this series on May 31, 1991 after receiving $6,915,000 from 465 Assignees. As of March 31, 2004, the series had invested $4,952,519 in 29 Project Partnerships located in 16 states containing 879 apartment units. Average occupancy of the Project Partnerships was 94% at December 31, 2003.

      Equity in Losses of Project Partnerships decreased from $118,314 for the year ended March 31, 2002 to $77,657 for the year ended March 31, 2003 and to $8,763 for the year ended March 31, 2004. As presented in Note 5, Gateway's share of net loss decreased from $766,057 for the year ended March 31, 2002 to $695,800 for the year ended March 31, 2003 and increased to $732,427 for the year ended March 31, 2004. Suspended Losses decreased from $647,743 for the year ended March 31, 2002 to $618,143 for the year ended March 31, 2003 and increased to $723,664 for the year ended March 31, 2004. These losses would reduce the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $979,666, $1,044,807 and $1,045,416 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

      At March 31, 2004, the Series had $273,485 of short-term investments (Cash and Cash Equivalents). It also had $199,290 in Zero Coupon Treasuries with annual maturities providing $69,091 in fiscal year 2004 increasing to $74,700 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

      As disclosed on the statement of cash flows, the Series had a net loss of $98,159 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $8,763 and the changes in operating assets and liabilities, net cash used in operating activities was $58,996, of which $43,827 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $58,585, consisting of $30,805 in cash distributions from the Project Partnerships and $27,780 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

      Series 5 - Gateway closed this series on October 11, 1991 after receiving $8,616,000 from 535 Assignees. As of March 31, 2004, the series had invested $6,164,472 in 36 Project Partnerships located in 13 states containing 1,106 apartment units. Average occupancy of the Project Partnerships was 96% as of December 31, 2003.

      Equity in Losses of Project Partnerships were comparable for the years ended March 31, 2002, 2003, and 2004. (These Project Partnerships reported depreciation and amortization of $1,294,116, $1,280,622 and $1,276,928 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

      At March 31, 2004, the Series had $349,174 of short-term investments (Cash and Cash Equivalents). It also had $248,390 in Zero Coupon Treasuries with annual maturities providing $86,087 in fiscal year 2004 increasing to $93,075 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

      As disclosed on the statement of cash flows, the Series had a net loss of $265,039 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $133,705 and the changes in operating assets and liabilities, net cash used in operating activities was $96,210, of which $86,580 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $59,982 consisting of $25,358 in cash distributions from the Project Partnerships and $34,624 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

      Series 6 - Gateway closed this series on March 11, 1992 after receiving $10,105,000 from 625 Assignees. As of March 31, 2004, the series had invested $7,462,215 in 38 Project Partnerships located in 19 states containing 1,086 apartment units. Average occupancy of the Project Partnerships was 95% as of December 31, 2003.

      Equity in Losses of Project Partnerships decreased from $306,042 for the year ended March 31, 2002 to $209,250 for the year ended March 31, 2003 and to $148,498 for the year ended March 31, 2004. These decreases were due to increases in rental income for the years ended March 31, 2002, 2003 and 2004. (These Project Partnerships reported depreciation and amortization of $1,347,661, $1,361,813 and $1,357,379 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

      At March 31, 2004, the Series had $401,535 of short-term investments (Cash and Cash Equivalents). It also had $207,955 in Zero Coupon Treasuries with annual maturities providing $75,000 in fiscal year 2004 increasing to $83,000 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

      As disclosed on the statement of cash flows, the Series had a net loss of $294,767 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $148,498 and the changes in operating assets and liabilities, net cash used in operating activities was $107,940, of which $80,473 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $61,890 of which $30,412 was received in cash distributions from the Project Partnerships and $31,478 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.
      
    Item 8. Financial Statements and Supplementary Data


     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


    To the Partners of Gateway Tax Credit Fund II Ltd.


       We have audited the accompanying balance sheets of each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. (a Florida Limited Partnership) as of March 31, 2004 and 2003 and the related statements of operations, partners' equity (deficit), and cash flows of each of the five Series for each of the three years in the period ended March 31, 2004. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain Project Partnerships for which cumulative equity in losses included on the balance sheets as of March 31, 2004 and 2003 and net losses included on the statements of operations for each of the three years in the period ended March 31, 2004 are:

       

    Cumulative Equity in Losses
    March 31,
    - --------


    Partnership Loss
    Year Ended March 31,
    - --------------------

         

    2004
    - ----

    2003
    - ----

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Series 2

       

    $3,763,016

    $3,763,016

    $      0

    $      0

    $ 29,397

    Series 3

       

    3,138,563

    3,138,561

    0

    12,361

    11,713

    Series 4

       

    3,440,223

    3,431,461

    8,763

    71,223

    57,051

    Series 5

       

    3,845,786

    3,749,328

    96,457

    68,984

    79,648

    Series 6

       

    4,662,037

    4,549,163

    112,874

    130,246

    181,311

       Those 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing 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 financial statements referred to above present fairly, in all material respects, the financial position of each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. as of March 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

        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
    June 20, 2004


    PART I - Financial Information
      Item 1.  Financial Statements

    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    BALANCE SHEETS
    MARCH 31, 2004 AND 2003

    SERIES 2

    2004
    - ----

    2003
    - ----

     

    ASSETS
    Current Assets:
     Cash and Cash Equivalents
     Investments in Securities

      Total Current Assets

     Investments in Securities
     Investments in Project Partnerships, Net

        Total Assets

    LIABILITIES AND PARTNERS' EQUITY (Deficit)
    Current Liabilities:
     Payable to General Partners

      Total Current Liabilities

    Long-Term Liabilities:
     Payable to General Partners

    Partners' Equity (Deficit):
    Assignor Limited Partner
     Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2 had 6,136 at March 31, 2004 and 2003 issued to the assignees
    Assignees
     Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2 had 6,136 at March 31, 2004 and 2003, issued and outstanding
    General Partners

      Total Partners' Equity (Deficit)

        Total Liabilities and Partners' Equity     (Deficit)



    $ 221,084 
    61,300 
    - ----------
    282,384 

    115,551 
    47,597 
    - ----------
    $ 445,532 
    ==========


    $  63,359 
    - ----------
    63,359 

    - ----------
    467,036 
    - ----------











    (30,215)
    (54,648)
    - ----------
    (84,863)
    - ----------
    $ 445,532 
    ==========



    $ 243,155 
    58,586 
    - ----------
    301,741 

    163,672 
    58,381 
    - ----------
    $ 523,794 
    ==========


    $  53,915 
    - ----------
    53,915 

    - ----------
    462,542 
    - ----------











    61,063 
    (53,726)
    - ----------
    7,337 
    - ----------
    $ 523,794 
    ==========

     

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    BALANCE SHEETS
    MARCH 31, 2004 AND 2003

    SERIES 3

    2004
    - ----

    2003
    - ----

     

    ASSETS
    Current Assets:
     Cash and Cash Equivalents
     Investments in Securities

      Total Current Assets

     Investments in Securities
     Investments in Project Partnerships, Net

        Total Assets

    LIABILITIES AND PARTNERS' EQUITY (Deficit)
    Current Liabilities:
     Payable to General Partners

      Total Current Liabilities

    Long-Term Liabilities:
     Payable to General Partners

    Partners' Equity (Deficit):
    Assignor Limited Partner
     Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 3 had 5,456 at March 31, 2004 and 2003 issued to the assignees
    Assignees
     Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 3 had 5,456 at March 31, 2004 and 2003, issued and outstanding
    General Partners

      Total Partners' Equity (Deficit)

        Total Liabilities and Partners' Equity     (Deficit)



    $ 187,419 
    54,525 
    - ----------
    241,944 

    102,780 

    - ----------
    $ 344,724 
    ==========


    $  63,415 
    - ----------
    63,415 
    - ----------

    353,758 
    - ----------











    (23,909)
    (48,540)
    - ----------
    (72,449)
    - ----------
    $ 344,724 
    ==========



    $ 201,450 
    52,111 
    - ----------
    253,561 

    145,583 
    6,633 
    - ----------
    $ 405,777 
    ==========


    $  58,599 
    - ----------
    58,599 
    - ----------

    342,384 
    - ----------











    52,562 
    (47,768)
    - ----------
    4,794 
    - ----------
    $ 405,777 
    ==========

     

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    BALANCE SHEETS
    MARCH 31, 2004 AND 2003

    SERIES 4

    2004
    - ----

    2003
    - ----

     

    ASSETS
    Current Assets:
     Cash and Cash Equivalents
     Investments in Securities

      Total Current Assets

     Investments in Securities
     Investments in Project Partnerships, Net

        Total Assets

    LIABILITIES AND PARTNERS' EQUITY (Deficit)
    Current Liabilities:
     Payable to General Partners

      Total Current Liabilities

    Long-Term Liabilities:
     Payable to General Partners

    Partners' Equity (deficit):
    Assignor Limited Partner
     Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 4 had 6,915 at March 31, 2004 and 2003 issued to the assignees
    Assignees
     Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 4 had 6,915 at March 31, 2004 and 2003, issued and outstanding
    General Partners

      Total Partners' Equity (Deficit)

        Total Liabilities and Partners' Equity     (Deficit)



    $  273,485 
    69,078 
    - -----------
    342,563 

    130,212 

    - -----------
    $  472,775 
    ===========


    $   66,784 
    - -----------
    66,784 
    - -----------

    482,520 
    - -----------











    (15,109)
    (61,420)
    - ----------
    (76,529)
    - ----------
    $  472,775 
    ===========



    $  273,896 
    66,019 
    - -----------
    339,915 

    184,439 
    12,279 
    - -----------
    $  536,633 
    ===========


    $   66,103 
    - -----------
    66,103 
    - -----------

    448,900 
    - -----------











    82,068 
    (60,438)
    - ----------
    21,630 
    - ----------
    $  536,633 
    ===========

     

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    BALANCE SHEETS
    MARCH 31, 2004 AND 2003

    SERIES 5

    2004
    - ----

    2003
    - ----

     

    ASSETS
    Current Assets:
     Cash and Cash Equivalents
     Investments in Securities

      Total Current Assets

     Investments in Securities
     Investments in Project Partnerships, Net

        Total Assets

    LIABILITIES AND PARTNERS' EQUITY (Deficit)
    Current Liabilities:
     Payable to General Partners

      Total Current Liabilities

    Long-Term Liabilities:
     Payable to General Partners

    Partners' Equity (Deficit):
    Assignor Limited Partner
     Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 5 had 8,616 at March 31, 2004 and 2003 issued to the assignees
    Assignees
     Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 5 had 8,616 at March 31, 2004 and 2003, issued and outstanding
    General Partners

      Total Partners' Equity (Deficit)

        Total Liabilities and Partners' Equity     (Deficit)



    $  349,174 
    86,098 
    - -----------
    435,272 

    162,292 
    229,630 
    - -----------
    $  827,194 
    ===========


    $   96,999 
    - -----------
    96,999 
    - -----------

    464,362 
    - -----------











    338,798 
    (72,965)
    - -----------
    265,833 
    - -----------
    $  827,194 
    ===========



    $  385,402 
    82,284 
    - -----------
    467,686 

    229,879 
    376,275 
    - -----------
    $1,073,840 
    ===========


    $   87,203 
    - -----------
    87,203 
    - -----------

    455,765 
    - -----------











    601,187 
    (70,315)
    - -----------
    530,872 
    - -----------
    $1,073,840 
    ===========

     

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    BALANCE SHEETS
    MARCH 31, 2004 AND 2003

    SERIES 6

    2004
    - ----

    2003
    - ----

     

    ASSETS
    Current Assets:
     Cash and Cash Equivalents
     Investments in Securities

      Total Current Assets

     Investments in Securities
     Investments in Project Partnerships, Net

        Total Assets

    LIABILITIES AND PARTNERS' EQUITY (Deficit)
    Current Liabilities:
     Payable to General Partners

      Total Current Liabilities

    Long-Term Liabilities:
     Payable to General Partners

    Partners' Equity (Deficit):
    Assignor Limited Partner
     Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 6 had 10,105 at March 31, 2004 and 2003 issued to the assignees
    Assignees
     Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 6 had 10,105 at March 31, 2004 and 2003, issued and outstanding
    General Partners

      Total Partners' Equity (Deficit)

        Total Liabilities and Partners' Equity     (Deficit)



    $  401,535 
    70,976 
    - -----------
    472,511 

    136,979 
    858,488 
    - -----------
    $1,467,978 
    ===========


    $   90,272 
    - -----------
    90,272 
    - -----------

    610,503 
    - -----------











    848,257 
    (81,054)
    - -----------
    767,203 
    - -----------
    $1,467,978 
    ===========



    $  447,585 
    66,339 
    - -----------
    513,924 

    193,328 
    1,024,672 
    - -----------
    $1,731,924 
    ===========


    $   83,931 
    - -----------
    83,931 
    - -----------

    586,023 
    - -----------











    1,140,076 
    (78,106)
    - -----------
    1,061,970 
    - -----------
    $1,731,924 
    ===========

     

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    BALANCE SHEETS
    MARCH 31, 2004 AND 2003

    TOTAL SERIES 2 - 6

    2004
    - ----

    2003
    - ----

     

    ASSETS
    Current Assets:
     Cash and Cash Equivalents
     Investments in Securities

      Total Current Assets

     Investments in Securities
     Investments in Project Partnerships, Net

        Total Assets

    LIABILITIES AND PARTNERS' EQUITY (Deficit)
    Current Liabilities:
     Payable to General Partners

      Total Current Liabilities

    Long-Term Liabilities:
     Payable to General Partners

    Partners' Equity (Deficit):
    Assignor Limited Partner
     Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2-6 had 37,228 at March 31, 2004 and 2003 issued to the assignees
    Assignees
     Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2-6 had 37,228 at March 31, 2004 and 2003, issued and outstanding
    General Partners

      Total Partners' Equity (Deficit)

        Total Liabilities and Partners' Equity     (Deficit)



    $1,432,697 
    341,977 
    - -----------
    1,774,674 

    647,814 
    1,135,715 
    - -----------
    $3,558,203 
    ===========


    $  380,829 
    - -----------
    380,829 
    - -----------

    2,378,179 
    - -----------











    1,117,822 
    (318,627)
    - -----------
    799,195 
    - -----------
    $3,558,203 
    ===========



    $1,551,488 
    325,339 
    - -----------
    1,876,827 

    916,901 
    1,478,240 
    - -----------
    $4,271,968 
    ===========


    $  349,751 
    - -----------
    349,751 
    - -----------

    2,295,614 
    - -----------











    1,936,956 
    (310,353)
    - -----------
    1,626,603 
    - -----------
    $4,271,968 
    ===========

     

    See accompanying notes to financial statements.


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

    STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED MARCH 31,

    SERIES 2

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Revenues:
     Interest Income
     Other Income

      Total Revenues

    Expenses:
     Asset Management Fee-General Partner
     General and Administrative:
      General Partner
      Other
     Amortization

      Total Expenses

    Loss Before Equity in Losses
     of Project Partnerships
    Equity in Losses of Project
     Partnerships

    Net Loss

    Allocation of Net Loss:
     Assignees
     General Partners



    Net Loss Per Beneficial
    Assignee Certificate
    Number of Beneficial Assignee
    Certificates Outstanding


    $   14,247 
    12,820 
    - -----------
    27,067 
    - -----------

    67,822 

    32,065 
    10,198 
    698 
    - -----------
    110,783 
    - -----------

    (83,716)

    (8,484)
    - -----------
    $  (92,200)
    ===========

    $  (91,278)
    (922)
    - -----------
    $  (92,200)
    ===========

    $   (14.88)
    ===========
    6,136 
    ===========


    $   18,979 
    12,665 
    - -----------
    31,644 
    - -----------

    68,021 

    18,483 
    12,050 
    696 
    - -----------
    99,250 
    - -----------

    (67,606)

    (17,624)
    - -----------
    $  (85,230)
    ===========

    $  (84,378)
    (852)
    - -----------
    $  (85,230)
    ===========

    $   (13.75)
    ===========
    6,136 
    ===========


    $   25,806 
    10,860 
    - -----------
    36,666 
    - -----------

    68,197 

    11,737 
    11,302 
    697 
    - -----------
    91,933 
    - -----------

    (55,267)

    (43,931)
    - -----------
    $  (99,198)
    ===========

    $  (98,206)
    (992)
    - -----------
    $  (99,198)
    ===========

    $   (16.00)
    ===========
    6,136 
    ===========

    See accompanying notes to financial statements.


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

    STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED MARCH 31,

    Series 3

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Revenues:
     Interest Income
     Other Income

      Total Revenues

    Expenses:
     Asset Management Fee-General Partner
     General and Administrative:
      General Partner
      Other
     Amortization

      Total Expenses

    Loss Before Equity in Losses
     of Project Partnerships
    Equity in Losses of Project
     Partnerships

    Net Loss

    Allocation of Net Loss:
     Assignees
     General Partners



    Net Loss Per Beneficial
    Assignee Certificate
    Number of Beneficial Assignee
    Certificates Outstanding


    $  12,644 
    22,801 
    - ----------
    35,445 
    - ----------

    63,022 

    33,523 
    10,490 
    516 
    - ----------
    107,551 
    - ----------

    (72,106)

    (5,137)
    - ----------
    $ (77,243)
    ==========

    $ (76,471)
    (772)
    - ----------
    $ (77,243)
    ==========

    $  (14.02)
    ==========
    5,456 
    ==========


    $  16,784 
    21,167 
    - ----------
    37,951 
    - ----------

    62,667 

    19,323 
    12,669 
    516 
    - ----------
    95,175 
    - ----------

    (57,224)

    (25,505)
    - ----------
    $ (82,729)
    ==========

    $ (81,902)
    (827)
    - ----------
    $ (82,729)
    ==========

    $  (15.01)
    ==========
    5,456 
    ==========


    $  22,536 
    19,990 
    - ----------
    42,526 
    - ----------

    62,892 

    12,271 
    11,864 
    1,120 
    - ----------
    88,147 
    - ----------

    (45,621)

    (34,441)
    - ----------
    $ (80,062)
    ==========

    $ (79,261)
    (801)
    - ----------
    $ (80,062)
    ==========

    $  (14.53)
    ==========
    5,456 
    ==========

    See accompanying notes to financial statements.


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

    STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED MARCH 31,

    SERIES 4

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Revenues:
     Interest Income
     Other Income

      Total Revenues

    Expenses:
     Asset Management Fee - General Partner
     General and Administrative:
      General Partner
      Other
     Amortization

      Total Expenses

    Loss Before Equity in Losses
     of Project Partnerships
    Equity in Losses of Project
     Partnerships

    Net Loss

    Allocation of Net Loss:
     Assignees
     General Partners



    Net Loss Per Beneficial
    Assignee Certificate
    Number of Beneficial Assignee
    Certificates Outstanding


    $  16,127 
    27,960 
    - ---------
    44,087 
    - ---------

    77,448 

    42,266 
    13,098 
    671 
    - ---------
    133,483 
    - ---------

    (89,396)

    (8,763)
    - ---------
    $ (98,159)
    ==========

    $ (97,177)
    (982)
    - ---------
    $ (98,159)
    ==========

    $  (14.05)
    ==========
    6,915 
    ==========


    $  21,475 
    14,116 
    - ---------
    35,591 
    - ---------

    77,271 

    24,365 
    15,376 
    1,235 
    - ---------
    118,247 
    - ---------

    (82,656)

    (77,657)
    - ---------
    $(160,313)
    ==========

    $(158,710)
    (1,603)
    - ---------
    $(160,313)
    ==========

    $  (22.95)
    ==========
    6,915 
    ==========


    $  29,219 
    15,207 
    - ---------
    44,426 
    - ---------

    77,474 

    15,471 
    14,584 
    3,949 
    - ---------
    111,478 
    - ---------

    (67,052)

    (118,314)
    - ---------
    $(185,366)
    ==========

    $(183,512)
    (1,854)
    - ---------
    $(185,366)
    ==========

    $  (26.54)
    ==========
    6,915 
    ==========

    See accompanying notes to financial statements.


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

    STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED MARCH 31,

    SERIES 5

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Revenues:
     Interest Income
     Other Income

      Total Revenues

    Expenses:
     Asset Management Fee - General Partner
     General and Administrative:
      General Partner
      Other
     Amortization

      Total Expenses

    Loss Before Equity in Losses
     of Project Partnerships
    Equity in Losses of Project
     Partnerships

    Net Loss

    Allocation of Net Loss:
     Assignees
     General Partners



    Net Loss Per Beneficial
    Assignee Certificate
    Number of Beneficial Assignee
    Certificates Outstanding


    $ 20,246 
    16,981 
    - ----------
    37,227 
    - ----------

    95,180 

    52,470 
    16,351 
    4,560 
    - ----------
    168,561 
    - ----------

    (131,334)

    (133,705)
    - ----------
    $(265,039)
    ==========

    $(262,389)
    (2,650)
    - ----------
    $(265,039)
    ==========

    $  (30.45)
    =========
    8,616 
    ==========


    $ 27,167 
    20,909 
    - ----------
    48,076 
    - ----------

    95,480 

    30,245 
    20,045 
    4,807 
    - ----------
    150,577 
    - ----------

    (102,501)

    (159,492)
    - ----------
    $(261,993)
    ==========

    $(259,373)
    (2,620)
    - ----------
    $(261,993)
    ==========

    $  (30.10)
    =========
    8,616 
    ==========


    $ 37,335 
    21,532 
    - ----------
    58,867 
    - ----------

    95,755 

    19,205 
    17,747 
    5,110 
    - ----------
    137,817 
    - ----------

    (78,950)

    (189,327)
    - ----------
    $(268,277)
    ==========

    $(265,594)
    (2,683)
    - ----------
    $(268,277)
    ==========

    $  (30.83)
    =========
    8,616 
    ==========

    See accompanying notes to financial statements.


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

    STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED MARCH 31,

    SERIES 6

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Revenues:
     Interest Income
     Other Income

      Total Revenues

    Expenses:
     Asset Management Fee - General Partner
     General and Administrative:
      General Partner
      Other
     Amortization

      Total Expenses

    Loss Before Equity in Losses
     of Project Partnerships
    Equity in Losses of Project
     Partnerships

    Net Loss

    Allocation of Net Loss:
     Assignees
     General Partners



    Net Loss Per Beneficial
    Assignee Certificate
    Number of Beneficial Assignee
    Certificates Outstanding


    $  19,949 
    21,129 
    - ----------
    41,078 
    - ----------

    104,953 

    55,384 
    18,607 
    8,403 
    - ----------
    187,347 
    - ----------

    (146,269)

    (148,498)
    - ----------
    $(294,767)
    ==========

    $(291,819)
    (2,948)
    - ----------
    $(294,767)
    ==========

    $  (28.88)
    ==========
    10,105 
    ==========


    $  25,421 
    16,919 
    - ----------
    42,340 
    - ----------

    105,376 

    31,926 
    20,786 
    8,896 
    - ----------
    166,984 
    - ----------

    (124,644)

    (209,950)
    - ----------
    $(334,594)
    ==========

    $(331,248)
    (3,346)
    - ----------
    $(334,594)
    ==========

    $  (32.78)
    ==========
    10,105 
    ==========


    $  35,129 
    17,654 
    - ----------
    52,783 
    - ----------

    105,753 

    20,272 
    19,028 
    9,451 
    - ----------
    154,504 
    - ----------

    (101,721)

    (306,042)
    - ----------
    $(407,763)
    ==========

    $(403,685)
    (4,078)
    - ----------
    $(407,763)
    ==========

    $  (39.95)
    ==========
    10,105 
    ==========

    See accompanying notes to financial statements.


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

    STATEMENTS OF OPERATIONS
    FOR THE YEARS ENDED MARCH 31,

    TOTAL SERIES 2 - 6

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Revenues:
     Interest Income
     Other Income

      Total Revenues

    Expenses:
     Asset Management Fee-General Partner
     General and Administrative:
      General Partner
      Other
     Amortization

      Total Expenses

    Loss Before Equity in Losses
     of Project Partnerships
    Equity in Losses of Project
     Partnerships

    Net Loss

    Allocation of Net Loss:
     Assignees
     General Partners


    $   83,213 
    101,691 
    - -----------
    184,904 
    - -----------

    408,425 

    215,708 
    68,744 
    14,848 
    - -----------
    707,725 
    - -----------

    (522,821)

    (304,587)
    - -----------
    $  (827,408)
    ============

    $  (819,134)
    (8,274)
    - ------------
    $  (827,408)
    ============


    $  109,826 
    85,776 
    - -----------
    195,602 
    - -----------

    408,815 

    124,342 
    80,926 
    16,150 
    - -----------
    630,233 
    - -----------

    (434,631)

    (490,228)
    - -----------
    $  (924,859)
    ============

    $  (915,611)
    (9,248)
    - ------------
    $  (924,859)
    ============


    $  150,025 
    85,243 
    - -----------
    235,268 
    - -----------

    410,071 

    78,956 
    74,525 
    20,327 
    - -----------
    583,879 
    - -----------

    (348,611)

    (692,055)
    - -----------
    $(1,040,666)
    ============

    $(1,030,258)
    (10,408)
    - ------------
    $(1,040,666)
    ============

    See accompanying notes to financial statements.


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

    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 2


    Assignees
    - ---------

    General
    Partners
    - --------


    Total
    - -----



    Balance at March 31, 2001

    Net Loss


    Balance at March 31, 2002

    Net Loss


    Balance at March 31, 2003

    Net Loss


    Balance at March 31, 2004



    $  243,647 

    (98,206)
    - -----------

    145,441 

    (84,378)
    - -----------

    61,063 

    (91,278)
    - -----------

    $  (30,215)
    ===========



    $  (51,882)

    (992)
    - -----------

    (52,874)

    (852)
    - -----------

    (53,726)

    (922)
    - -----------

    $  (54,648)
    ===========



    $  191,765 

    (99,198)
    - -----------

    92,567 

    (85,230)
    - -----------

    7,337 

    (92,200)
    - -----------

    $  (84,863)
    ===========

    See accompanying notes to financial statements.


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

    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 3


    Assignees
    - ---------

    General
    Partners
    - --------


    Total
    - -----



    Balance at March 31, 2001

    Net Loss


    Balance at March 31, 2002

    Net Loss


    Balance at March 31, 2003

    Net Loss


    Balance at March 31, 2004



    $  213,725 

    (79,261)
    - -----------

    134,464 

    (81,902)
    - -----------

    52,562 

    (76,471)
    - -----------

    $  (23,909)
    ===========



    $  (46,140)

    (801)
    - -----------

    (46,941)

    (827)
    - -----------

    (47,768)

    (772)
    - -----------

    $  (48,540)
    ===========



    $  167,585 

    (80,062)
    - -----------

    87,523 

    (82,729)
    - -----------

    4,794 

    (77,243)
    - -----------

    $  (72,449)
    ===========

    See accompanying notes to financial statements.


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

    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 4


    Assignees
    - ---------

    General
    Partners
    - --------


    Total
    - -----



    Balance at March 31, 2001

    Net Loss


    Balance at March 31, 2002

    Net Loss


    Balance at March 31, 2003

    Net Loss


    Balance at March 31, 2004



    $  424,290 

    (183,512)
    - -----------

    240,778 

    (158,710)
    - -----------

    82,068 

    (97,177)
    - -----------

    $  (15,109)
    ===========



    $ (56,981)

    (1,854)
    - ----------

    (58,835)

    (1,603)
    - ----------

    (60,438)

    (982)
    - ----------

    $ (61,420)
    ==========



    $  367,309 

    (185,366)
    - -----------

    181,943 

    (160,313)
    - -----------

    21,630 

    (98,159)
    - -----------

    $  (76,529)
    ===========

    See accompanying notes to financial statements.


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

    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 5


    Assignees
    - ---------

    General
    Partners
    - --------


    Total
    - -----



    Balance at March 31, 2001

    Net Loss


    Balance at March 31, 2002

    Net Loss


    Balance at March 31, 2003

    Net Loss


    Balance at March 31, 2004



    $ 1,126,154 

    (265,594)
    - -----------

    860,560 

    (259,373)
    - -----------

    601,187 

    (262,389)
    - -----------

    $  338,798 
    ===========



    $ (65,012)

    (2,683)
    - ----------

    (67,695)

    (2,620)
    - ----------

    (70,315)

    (2,650)
    - ----------

    $ (72,965)
    ==========



    $ 1,061,142 

    (268,277)
    - -----------

    792,865 

    (261,993)
    - -----------

    530,872 

    (265,039)
    - -----------

    $  265,833 
    ===========

    See accompanying notes to financial statements.


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

    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 6


    Assignees
    - ---------

    General
    Partners
    - --------


    Total
    - -----



    Balance at March 31, 2001

    Net Loss


    Balance at March 31, 2002

    Net Loss


    Balance at March 31, 2003

    Net Loss


    Balance at March 31, 2004



    $ 1,875,009 

    (403,685)
    - ------------

    1,471,324 

    (331,248)
    - ------------

    1,140,076 

    (291,819)
    - ------------

    $   848,257 
    ============



    $ (70,682)

    (4,078)
    - ----------

    (74,760)

    (3,346)
    - ----------

    (78,106)

    (2,948)
    - ----------

    $ (81,054)
    ==========



    $ 1,804,327 

    (407,763)
    - -----------

    1,396,564 

    (334,594)
    - -----------

    1,061,970 

    (294,767)
    - -----------

    $  767,203 
    ===========

    See accompanying notes to financial statements.


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

    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:


    TOTAL SERIES 2 - 6


    Assignees
    - ---------

    General
    Partners
    - --------


    Total
    - -----



    Balance at March 31, 2001

    Net Loss


    Balance at March 31, 2002

    Net Loss


    Balance at March 31, 2003

    Net Loss


    Balance at March 31, 2004



    $ 3,882,825 

    (1,030,258)
    - ------------

    2,852,567 

    (915,611)
    - ------------

    1,936,956 

    (819,134)
    - ------------

    $ 1,117,822 
    ============



    $(290,697)

    (10,408)
    - ----------

    (301,105)

    (9,248)
    - ----------

    (310,353)

    (8,274)
    - ----------

    $(318,627)
    ==========



    $ 3,592,128 

    (1,040,666)
    - ------------

    2,551,462 

    (924,859)
    - -----------

    1,626,603 

    (827,408)
    - -----------

    $  799,195 
    ===========

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 2
    - --------

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Cash Flows from Operating Activities:
      Net Loss
      Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:
        Amortization
        Accreted Interest Income on
        Investments in Securities
        Equity in Losses of Project
        Partnerships
        Interest Income from
        Redemption of Securities
        Distributions Included in
        Other Income
        Changes in Operating Assets
        and Liabilities:
          Increase in Payable to
          General Partners

            Net Cash Used in
            Operating Activities

    Cash Flows from Investing Activities:
      Distributions Received from
      Project Partnerships
      Redemption of Investment in
      Securities

            Net Cash Provided by
            Investing Activities

    Increase (Decrease) in Cash and Cash Equivalents
    Cash and Cash Equivalents at
    Beginning of Year

    Cash and Cash Equivalents at
    End of Year


    $(92,200)



    698 

    (13,179)

    8,484 

    33,934 

    (12,820)



    13,938 
    - ----------

    (61,145)
    - ----------


    14,422 

    24,652 
    - ----------

    39,074 
    - ----------

    (22,071)

    243,155 
    - ----------

    $ 221,084 
    ==========


    $(85,230)



    696 

    (16,515)

    17,624 

    30,400 

    (12,665)



    33,077 
    - ----------

    (32,613)
    - ----------


    14,265 

    25,698 
    - ----------

    39,963 
    - ----------

    7,350 

    235,805 
    - ----------

    $ 243,155 
    ==========


    $(99,198)



    697 

    (19,381)

    43,931 

    26,907 

    (10,860)



    40,393 
    - ----------

    (17,511)
    - ----------


    12,460 

    26,928 
    - ----------

    39,388 
    - ----------

    21,877 

    213,928 
    - ----------

    $ 235,805 
    ==========

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 3
    - -------

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Cash Flows from Operating Activities:
      Net Loss
      Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:
        Amortization
        Accreted Interest Income on
        Investments in Securities
        Equity in Losses of Project
        Partnerships
        Interest Income from
        Redemption of Securities
        Distributions Included In
        Other Income
        Changes in Operating Assets
        and Liabilities:
          Increase in Payable to
          General Partners

            Net Cash Used in
            Operating Activities

    Cash Flows from Investing Activities:
      Distributions Received from
      Project Partnerships
      Redemption of Investment
      in Securities

            Net Cash Provided by
            Investing Activities

    Increase (Decrease) in Cash and Cash Equivalents
    Cash and Cash Equivalents at
    Beginning of Year

    Cash and Cash Equivalents at
    End of Year


    $ (77,243)



    516 

    (11,722)

    5,137 

    30,183 

    (22,801)



    16,190 
    - ----------

    (59,740)
    - ----------


    23,780 

    21,929 
    - ----------

    45,709 
    - ----------

    (14,031)

    201,450 
    - ----------

    $ 187,419 
    ==========


    $ (82,729)



    516 

    (14,689)

    25,505 

    27,037 

    (21,167)



    22,976 
    - ----------

    (42,551)
    - ----------


    23,114 

    22,859 
    - ----------

    45,973 
    - ----------

    3,422 

    198,028 
    - ----------

    $ 201,450 
    ==========


    $ (80,062)



    1,120 

    (17,239)

    34,441 

    23,934 

    (19,990)



    33,291 
    - ----------

    (24,505)
    - ----------


    20,966 

    23,952 
    - ----------

    44,918 
    - ----------

    20,413 

    177,615 
    - ----------

    $ 198,028 
    ==========

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 4
    - --------

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Cash Flows from Operating Activities:
      Net Loss
      Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:
        Amortization
        Accreted Interest Income on
        Investments in Securities
        Equity in Losses of Project
        Partnerships
        Interest Income from
        Redemption of Securities
        Distributions Included In
        Other Income
        Changes in Operating Assets
        and Liabilities:
          Increase in Payable to
          General Partners

             Net Cash Used in
             Operating Activities

    Cash Flows from Investing Activities:
      Distributions Received from
      Project Partnerships
      Redemption of Investment in
      Securities

            Net Cash Provided by
            Investing Activities

    Increase (Decrease) in Cash and Cash Equivalents
    Cash and Cash Equivalents at
    Beginning of Year

    Cash and Cash Equivalents at
    End of Year


    $ (98,159)



    671 

    (14,851)

    8,763 

    38,238 

    (27,960)



    34,302 
    - ----------

    (58,996)
    - ----------


    30,805 

    27,780 
    - ----------

    58,585 
    - ----------

    (411)

    273,896 
    - ----------

    $ 273,485 
    ==========


    $(160,313)



    1,235 

    (18,610)

    77,657 

    34,256 

    (14,116)



    32,963 
    - ----------

    (46,928)
    - ----------


    19,685 

    28,960 
    - ----------

    48,645 
    - ----------

    1,717 

    272,179 
    - ----------

    $ 273,896 
    ==========


    $(185,366)



    3,949 

    (21,840)

    118,314 

    30,322 

    (15,207)



    42,280 
    - ----------

    (27,548)
    - ----------


    19,892 

    30,344 
    - ----------

    50,236 
    - ----------

    22,688 

    249,491 
    - ----------

    $ 272,179 
    ==========

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 5
    - --------

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Cash Flows from Operating Activities:
      Net Loss
      Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:
        Amortization
        Accreted Interest Income on
        Investments in Securities
        Equity in Losses of Project
        Partnerships
        Interest Income from
        Redemption of Securities
        Distributions Included In
        Other Income
        Changes in Operating Assets
        and Liabilities:
          Increase in Payable to
          General Partners

            Net Cash Used in Operating
            Activities

    Cash Flows from Investing Activities:
      Distributions Received from
      Project Partnerships
      Redemption of Investment in
      Securities

            Net Cash Provided by
            Investing Activities

    Increase (Decrease) in Cash and Cash Equivalents
    Cash and Cash Equivalents at
    Beginning of Year

    Cash and Cash Equivalents at
    End of Year


    $(265,039)



    4,560 

    (18,510)

    133,705 

    47,662 

    (16,981)



    18,393 
    - ----------

    (96,210)
    - ----------


    25,358 

    34,624 
    - ----------

    59,982 
    - ----------

    (36,228)

    385,402 
    - ----------

    $ 349,174 
    ==========


    $(261,993)



    4,807 

    (23,195)

    159,492 

    42,695 

    (20,909)



    37,552 
    - ----------

    (61,551)
    - ----------


    30,482 

    36,094 
    - ----------

    66,576 
    - ----------

    5,025 

    380,377 
    - ----------

    $ 385,402 
    ==========


    $(268,277)



    5,110 

    (27,221)

    189,327 

    37,793 

    (21,532)



    47,327 
    - ----------

    (37,473)
    - ----------


    29,176 

    37,820 
    - ----------

    66,996 
    - ----------

    9,523 

    350,854 
    - ----------

    $ 380,377 
    ==========

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    SERIES 6
    - -------

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Cash Flows from Operating Activities:
      Net Loss
      Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:
        Amortization
        Accreted Interest Income on
        Investments in Securities
        Equity in Losses of Project
        Partnerships
        Interest Income from
        Redemption of Securities
        Distributions Included In
        Other Income
        Changes in Operating Assets
        and Liabilities:
          Increase in Payable to
          General Partners

            Net Cash Used in Operating
            Activities

    Cash Flows from Investing Activities:
      Distributions Received from
      Project Partnerships
      Redemption of Investment in
      Securities

            Net Cash Provided by
            Investing Activities

    Increase (Decrease) in Cash and Cash Equivalents
    Cash and Cash Equivalents at
    Beginning of Year

    Cash and Cash Equivalents at
    End of Year


    $(294,767)



    8,403 

    (18,286)

    148,498 

    38,520 

    (21,129)



    30,821 
    - ----------

    (107,940)
    - ----------


    30,412 

    31,478 
    - ----------

    61,890 
    - ----------

    (46,050)

    447,585 
    - ----------

    $ 401,535 
    ==========


    $(334,594)



    8,896 

    (21,459)

    209,950 

    33,739 

    (16,919)



    49,906 
    - ----------

    (70,481)
    - ----------


    30,427 

    32,262 
    - ----------

    62,689 
    - ----------

    (7,792)

    455,377 
    - ----------

    $ 447,585 
    ==========


    $(407,763)



    9,451 

    (24,458)

    306,042 

    28,941 

    (17,654)



    60,111 
    - ----------

    (45,330)
    - ----------


    30,012 

    33,059 
    - ----------

    63,071 
    - ----------

    17,741 

    437,636 
    - ----------

    $ 455,377 
    ==========

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    STATEMENTS OF CASH FLOWS
    FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

    TOTAL SERIES 2 - 6
    - ------------------

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Cash Flows from Operating Activities:
      Net Loss
      Adjustments to Reconcile Net Loss
      to Net Cash Used in Operating   Activities:
        Amortization
        Accreted Interest Income on     Investments in Securities
        Equity in Losses of Project     Partnerships
        Interest Income from Redemption
        of Securities
        Distributions Included In Other
        Income
        Changes in Operating Assets and     Liabilities:
          Increase in Payable to
          General Partners

            Net Cash Used in Operating
            Activities

    Cash Flows from Investing Activities:
      Distributions Received from
      Project Partnerships
      Redemption of Investment in
      Securities

             Net Cash Provided by
             Investing Activities

    Increase (Decrease) in Cash and Cash Equivalents
    Cash and Cash Equivalents at
    Beginning of Year

    Cash and Cash Equivalents at
    End of Year


    $(827,408)



    14,848 

    (76,548)

    304,587 

    188,537 

    (101,691)



    113,644 
    - -----------

    (384,031)
    - -----------


    124,777 

    140,463 
    - -----------

    265,240 
    - -----------

    (118,791)

    1,551,488 
    - -----------

    $ 1,432,697 
    ===========


    $(924,859)



    16,150 

    (94,468)

    490,228 

    168,127 

    (85,776)



    176,474 
    - -----------

    (254,124)
    - -----------


    117,973 

    145,873 
    - -----------

    263,846 
    - -----------

    9,722 

    1,541,766 
    - -----------

    $ 1,551,488 
    ===========


    $(1,040,666)



    20,327 

    (110,139)

    692,055 

    147,897 

    (85,243)



    223,402 
    - -----------

    (152,367)
    - -----------


    112,506 

    152,103 
    - -----------

    264,609 
    - -----------

    112,242 

    1,429,524 
    - -----------

    $ 1,541,766 
    ===========

    See accompanying notes to financial statements.


    GATEWAY TAX CREDIT FUND II LTD.
    (A Florida Limited Partnership)
    NOTES TO FINANCIAL STATEMENTS
    MARCH 31, 2004, 2003 AND 2002

    NOTE 1 - ORGANIZATION:

      Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited Partnership, was formed September 12, 1989, under the laws of Florida. Operations commenced on September 14, 1990 for Series 2, September 28, 1990 for Series 3, February 1, 1991 for Series 4, July 1, 1991 for Series 5 and January 1, 1992 for Series 6. Gateway has invested, as a limited partner, in other limited partnerships ("Project Partnerships") each of which owns and operates one or more 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. As of March 31, 2004, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Beneficial Assignee Certificate investors (the "Assignees"). The fiscal year of Gateway for reporting purposes ends on March 31.

      Pursuant to the Securities Act of 1933, Gateway filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 12, 1989, which covered the offering (the "Public Offering") of Gateway's Beneficial Assignee Certificates ("BACs") representing assignments of units for the beneficial interest of the limited partnership interest of the Assignor Limited Partner. The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business.

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

      Gateway offered BACs in five series. BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5 and 6, respectively had been issued as of March 31, 2004. Each Series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships. Net proceeds from each Series are used to acquire Project Partnerships which are specifically allocated to such Series. Income or loss and all tax items from the Project Partnerships acquired by each Series are specifically allocated among the Assignees of such Series.

      Operating profits and losses, cash distributions from operations and tax credits are allocated 99% to the Assignees 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:

    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"), 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 amortization expense is shown 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 reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss. No impairment loss has been recognized in the accompanying financial statements.

      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. Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships.

    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.

    Concentration 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. Government Security Strips) until maturity and to use these reserves to fund Gateway's ongoing operations. Interest income is recognized ratably on the U. S. Government Strips using the effective yield to maturity.

    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 2003 and 2002 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2004.

    Recent Accounting Pronouncements

      In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No 144 provides accounting guidance for financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Partnership adopted SFAS No. 144 effective January 1, 2002. The adoption did not have an effect on the financial position or results of operations of the Partnership.

      In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN46 must be applied for the first interim or annual period beginning after December 15, 2004. The Partnership does not feel that there will be any effects on its results of operations as a result of the adoption of FIN46.
    Prior to the effective date of FIN 46, Gateway is required to disclose its maximum exposure to economic and financial statement losses as a result of its involvement with variable interest entities. Gateway's exposure to these losses is limited to its investment in the Project Partnerships which is $1,135,715 at March 31,2004.


    NOTE 3 - INVESTMENT IN SECURITIES:

      The March 31, 2004 Balance Sheet includes Investment in Securities consisting of U.S. Government Security Strips which represents their cost, plus accreted interest income of $108,760 for Series 2, $96,739 for Series 3, $122,559 for Series 4, $152,755 for Series 5 and $119,017 for Series 6. For convenience, the Investment in Securities are commonly held in a brokerage account with Raymond James and Associates, Inc. A separate accounting is maintained for each series' share of the investments.

     

    Estimated Market
    Value     
    - ----------------

    Cost Plus Accreted
    Interest    
    - -----------------

    Gross Unrealized 
    Gains and (Losses)
    - ----------------

    Series 2

    $  188,092

    $  176,851

    $  11,241

    Series 3

    167,251

    157,305

    9,946

    Series 4

    211,972

    199,290

    12,682

    Series 5

    264,116

    248,390

    15,726

    Series 6

    229,355

    207,955

    21,400


    As of March 31, 2004, the cost and accreted interest of debt securities by contractual maturities is as follows:

     

    Series 2
    - --------

    Series 3
    - --------

    Series 4
    - --------

    Due within 1 year

    $  61,300

    $  54,525

    $  69,078

    After 1 year through 5 years

    115,551
    - ---------

    102,780
    - ---------

    130,212
    - ---------

      Total Amount Carried on   Balance Sheet


    $ 176,851
    =========


    $ 157,305
    =========


    $ 199,290
    =========

     

    Series 5
    - --------

    Series 6
    - --------

    Total
    - --------

    Due within 1 year

    $   86,098

    $   70,976

    $  341,977

    After 1 year through 5 years

    162,292
    - ----------

    136,979
    - ----------

    647,814
    - ----------

      Total Amount Carried on   Balance Sheet


    $  248,390
    ==========


    $  207,955
    ==========


    $  989,791
    ==========

    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.


      For the years ended March 31, 2004, 2003 and 2002 the General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses incurred by Gateway as follows:

      Asset Management Fee - The Managing General Partner is entitled to be paid an annual asset management fee equal to 0.25% 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.

     

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Series 2

    $  67,822

    $  68,021

    $  68,197

    Series 3

    63,022

    62,667

    62,892

    Series 4

    77,448

    77,271

    77,474

    Series 5

    95,180

    95,480

    95,755

    Series 6

    104,953
    - ---------

    105,376
    - ---------

    105,753
    - ---------

    Total

    $ 408,425
    =========

    $ 408,815
    =========

    $ 410,071
    =========

      General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis. This expense is included in the Statements of Operations.

     

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Series 2

    $  32,065

    $  18,483

    $  11,737

    Series 3

    33,523

    19,323

    12,271

    Series 4

    42,266

    24,365

    15,471

    Series 5

    52,470

    30,245

    19,205

    Series 6

    55,384
    - --------

    31,926
    - --------

    20,272
    - --------

     

    $215,708

    $124,342

    $ 78,956

    Total

    ========

    ========

    ========


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

    SERIES 2

      As of March 31, 2004, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 22 Project Partnerships 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 as of:

     

    MARCH 31, 2004
    - --------------

    MARCH 31, 2003
    - --------------

    Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships

    Cumulative equity in losses of Project Partnerships (1)

    Cumulative distributions received from Project Partnerships

    Investment in Project Partnerships before Adjustment

    Excess of investment cost over the underlying assets acquired:
     Acquisition fees and expenses
     Accumulated amortization of acquisition  fees and expenses


    Investments in Project Partnerships



    $ 4,524,678 


    (4,699,758)


    (84,405)
    - -----------

    (259,485)



    390,838 

    (83,756)
    - -----------

    $   47,597 
    ===========



    $ 4,524,678 


    (4,691,275)


    (82,805)
    - -----------

    (249,402)



    390,838 

    (83,055)
    - -----------

    $   58,381 
    ===========

    (1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $4,358,678 for the year ended March 31, 2004 and cumulative suspended losses of $3,619,969 for the year ended March 31, 2003 are not included.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

    SERIES 3

      As of March 31, 2004, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 23 Project Partnerships 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 as of:

     

    MARCH 31, 2004
    - --------------

    MARCH 31, 2003
    - --------------

    Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships

    Cumulative equity in losses of Project Partnerships (1)

    Cumulative distributions received from Project Partnerships

    Investment in Project Partnerships before Adjustment

    Excess of investment cost over the underlying assets acquired:
     Acquisition fees and expenses
     Accumulated amortization of acquisition  fees and expenses


    Investments in Project Partnerships



    $ 3,888,713 


    (4,133,478)


    (164,417)
    - -----------

    (409,182)



    491,746 

    (82,564)
    - -----------

    $         0 
    ============



    $ 3,888,713 


    (4,128,342)


    (163,436)
    - -----------

    (403,065)



    491,746 

    (82,048)
    - -----------

    $     6,633 
    ============

    (1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,123,116 for the year ended March 31, 2004 and cumulative suspended losses of $4,423,589 for the year ended March 31, 2003 are not included.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

    SERIES 4

      As of March 31, 2004, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 29 Project Partnerships 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 as of:

     

    MARCH 31, 2004
    - --------------

    MARCH 31, 2003
    - --------------

    Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships

    Cumulative equity in losses of Project Partnerships (1)

    Cumulative distributions received from Project Partnerships

    Investment in Project Partnerships before Adjustment

    Excess of investment cost over the underlying assets acquired:
     Acquisition fees and expenses
     Accumulated amortization of acquisition  fees and expenses


    Investments in Project Partnerships



    $ 4,952,519 


    (5,268,905)


    (124,819)
    - -----------

    (441,205)



    562,967 

    (121,762)
    - -----------

    $        0 
    ===========



    $ 4,952,519 


    (5,260,142)


    (121,974)
    - -----------

    (429,597)



    562,967 

    (121,091)
    - -----------

    $   12,279 
    ===========

    1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $4,113,695 for the year ended March 31, 2004 and cumulative suspended losses of $3,390,030 for the year ended March 31, 2003 are not included.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

    SERIES 5

      As of March 31, 2004, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 36 Project Partnerships 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 as of:

     

    MARCH 31, 2004
    - --------------

    MARCH 31, 2003
    - --------------

    Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships

    Cumulative equity in losses of Project Partnerships (1)

    Cumulative distributions received from Project Partnerships

    Investment in Project Partnerships before Adjustment

    Excess of investment cost over the underlying assets acquired:
     Acquisition fees and expenses
     Accumulated amortization of acquisition fees  and expenses


    Investments in Project Partnerships



    $ 6,164,472 


    (6,247,828)


    (196,488)
    - -----------

    (279,844)



    650,837 

    (141,363)
    - -----------

    $  229,630 
    ===========



    $ 6,164,472 


    (6,114,123)


    (188,111)
    - -----------

    (137,762)



    650,837 

    (136,800)
    - -----------

    $  376,275 
    ===========

    (1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $4,928,362 for the year ended March 31, 2004 and cumulative suspended losses of $4,001,897 for the year ended March 31, 2003 are not included.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

    SERIES 6

      As of March 31, 2004, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 38 Project Partnerships 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 as of:

     

    MARCH 31, 2004
    - --------------

    MARCH 31, 2003
    - --------------

    Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships

    Cumulative equity in losses of Project Partnerships (1)

    Cumulative distributions received from Project Partnerships

    Investment in Project Partnerships before Adjustment

    Excess of investment cost over the underlying assets acquired:
     Acquisition fees and expenses
     Accumulated amortization of acquisition fees  and expenses


    Investments in Project Partnerships



    $ 7,462,215 


    (6,979,041)


    (213,391)
    - -----------

    269,783 



    785,179 

    (196,474)
    - -----------

    $   858,488 
    ============



    $ 7,462,215 


    (6,830,543)


    (204,108)
    - -----------

    427,564 



    785,179 

    (188,071)
    - -----------

    $ 1,024,672 
    ============

    (1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $3,303,141 for the year ended March 31, 2004 and cumulative suspended losses of $2,752,730 for the year ended March 31, 2003 are not included.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

    TOTAL SERIES 2 - 6

      The following is a summary of Investments in Project Partnerships:

     

    MARCH 31, 2004
    - --------------

    MARCH 31, 2003
    - --------------

    Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships

    Cumulative equity in losses of Project Partnerships (1)

    Cumulative distributions received from Project Partnerships

    Investment in Project Partnerships before Adjustment

    Excess of investment cost over the underlying assets acquired:
     Acquisition fees and expenses
     Accumulated amortization of acquisition  fees and expenses


    Investments in Project Partnerships



    $ 26,992,597 


    (27,329,010)


    (783,520)
    - -----------

    (1,119,933)



    2,881,567 

    (625,919)
    - -----------

    $ 1,135,715 
    ===========



    $ 26,992,597 


    (27,024,425)


    (760,434)
    - -----------

    (792,262)



    2,881,567 

    (611,065)
    - -----------

    $ 1,478,240 
    ===========


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

      In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

     

    DECEMBER 31,           

    SERIES 2

    2003
    - ----

    2002
    - ----

    2001
    - ----

    SUMMARIZED BALANCE SHEETS
    Assets:
      Current assets
      Investment properties, net
      Other assets

        Total assets

    Liabilities and Partners' Equity:
      Current liabilities
      Long-term debt

        Total liabilities

    Partners' equity
      Limited Partner
      General Partners

        Total Partners' equity

        Total liabilities and
        partners' equity

    SUMMARIZED STATEMENTS OF OPERATIONS
    Rental and other income
    Expenses:
      Operating expenses
      Interest expense
      Depreciation and amortization

        Total expenses

          Net loss

    Other partners' share of net loss

    Partnership's share of net loss

    Suspended losses

    Equity in Losses of Project Partnerships



    $ 1,968,746 
    16,592,073 
    12,876 
    - ------------
    $18,573,695 
    ============

    $   503,026 
    22,832,568 
    - ------------
    23,335,594 
    - ------------

    (4,660,463)
    (101,436)
    - ------------
    (4,761,899)
    - ------------

    $18,573,695 
    ============


    $ 4,224,657 
    - ------------
    2,102,111 
    2,011,686 
    865,601 
    - ------------
    4,979,398 
    - ------------
    $ (754,741)
    ============
    $   (7,547)
    ============
    $ (747,194)

    738,710 
    - ------------

    $   (8,484)
    ============



    $ 1,996,703 
    17,389,222 
    30,833 
    - ------------
    $19,416,758 
    ============

    $   479,598 
    22,911,635 
    - ------------
    23,391,233 
    - ------------

    (3,898,565)
    (75,910)
    - ------------
    (3,974,475)
    - ------------

    $19,416,758 
    ============


    $ 4,185,769 
    - ------------
    2,005,732 
    2,019,497 
    864,473 
    - ------------
    4,889,702 
    - ------------
    $ (703,933)
    ============
    $   (7,039)
    ============
    $ (696,894)

    679,270 
    - ------------

    $  (17,624)
    ============



    $ 2,024,736 
    18,177,780 
    770 
    - ------------
    $20,203,286 
    ============

    $   455,273 
    22,983,936 
    - ------------
    23,439,209 
    - ------------

    (3,187,246)
    (48,677)
    - ------------
    (3,235,923)
    - ------------

    $20,203,286 
    ============


    $ 4,088,506 
    - ------------
    1,902,218 
    2,034,652 
    865,003 
    - ------------
    4,801,873 
    - ------------
    $ (713,367)
    ============
    $   (7,134)
    ============
    $ (706,233)

    662,302 
    - ------------

    $  (43,931)
    ============

    As of December 31, 2003, the largest Project Partnership constituted 12.2% and 14.5%, and as of December 31, 2002 the largest Project Partnership constituted 13.4% and 14.0% of the combined total assets by series and combined total revenues by series, respectively.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

      In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

     

    DECEMBER 31,           

    SERIES 3

    2003
    - ----

    2002
    - ----

    2001
    - ----

    SUMMARIZED BALANCE SHEETS
    Assets:
      Current assets
      Investment properties, net
      Other assets

        Total assets

    Liabilities and Partners' Equity:
      Current liabilities
      Long-term debt

        Total liabilities

    Partners' equity
      Limited Partner
      General Partners

        Total Partners' equity

        Total liabilities and
        partners' equity

    SUMMARIZED STATEMENTS OF OPERATIONS
    Rental and other income
    Expenses:
      Operating expenses
      Interest expense
      Depreciation and amortization

        Total expenses

          Net loss

    Other partners' share of net loss

    Partnership's share of net loss

    Suspended losses

    Equity in Losses of Project Partnerships



    $ 2,528,204 
    13,784,914 
    175,280 
    - -----------
    $16,488,398 
    ===========

    $   482,162 
    21,535,458 
    - -----------
    22,017,620 
    - -----------

    (5,924,969)
    395,747 
    - -----------
    (5,529,222)
    - -----------

    $16,488,398 
    ============


    $ 4,123,334 
    - -----------
    1,961,831 
    1,894,630 
    983,259 
    - -----------
    4,839,720 
    - -----------
    $  (716,386)
    ============
    $   (11,723)
    ============
    $  (704,663)

    699,526 
    - -----------

    $    (5,137)
    ============



    $ 2,494,464 
    14,677,423 
    207,241 
    - -----------
    $17,379,128 
    ===========

    $   767,216 
    21,388,284 
    - -----------
    22,155,500 
    - -----------

    (5,199,220)
    422,848 
    - -----------
    (4,776,372)
    - -----------

    $17,379,128 
    ============


    $ 3,894,384 
    - -----------
    1,846,763 
    1,705,335 
    961,550 
    - -----------
    4,513,648 
    - -----------
    $  (619,264)
    ============
    $   (10,391)
    ============
    $  (608,873)

    583,368 
    - -----------

    $   (25,505)
    ============



    $ 2,142,126 
    15,257,023 
    181,645 
    - -----------
    $17,580,794 
    ===========

    $   518,692 
    21,482,917 
    - -----------
    22,001,609 
    - -----------

    (4,567,560)
    146,745 
    - -----------
    (4,420,815)
    - -----------

    $17,580,794 
    ============


    $ 3,967,831 
    - -----------
    1,809,964 
    1,931,889 
    946,476 
    - -----------
    4,688,329 
    - -----------
    $  (720,498)
    ============
    $   (10,153)
    ============
    $  (710,345)

    675,904 
    - -----------

    $   (34,441)
    ============

    As of December 31, 2003, the largest Project Partnership constituted 8.4% and 6.7%, and as of December 31, 2002 the largest Project Partnership constituted 8.2% and 8.1% of the combined total assets by series and combined total revenues by series, respectively.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

      In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

     

    DECEMBER 31,          

    SERIES 4

    2003
    - ----

    2002
    - ----

    2001
    - ----

    SUMMARIZED BALANCE SHEETS
    Assets:
      Current assets
      Investment properties, net
      Other assets

        Total assets

    Liabilities and Partners' Equity:
      Current liabilities
      Long-term debt

        Total liabilities

    Partners' equity
      Limited Partner
      General Partners

        Total Partners' equity

        Total liabilities and
        partners' equity

    SUMMARIZED STATEMENTS OF OPERATIONS
    Rental and other income
    Expenses:
      Operating expenses
      Interest expense
      Depreciation and amortization

        Total expenses

          Net loss

    Other partners' share of net loss

    Partnership's share of net loss

    Suspended losses

    Equity in Losses of Project Partnerships



    $ 2,246,924 
    21,023,533 
    20,390 
    - -----------
    $23,290,847 
    ===========

    $   864,424 
    26,289,686 
    - -----------
    27,154,110 
    - -----------

    (4,611,405)
    748,142 
    - -----------
    (3,863,263)
    - -----------

    $23,290,847 
    ============


    $ 4,832,351 
    - -----------
    2,432,823 
    2,096,318 
    1,045,416 
    - -----------
    5,574,557 
    - -----------
    $  (742,206)
    ===========
    $    (9,779)
    ===========
    $  (732,427)

    723,664 
    - -----------

    $    (8,763)
    ===========



    $ 2,096,991 
    21,967,065 
    98,167 
    - -----------
    $24,162,223 
    ===========

    $ 1,042,776 
    26,217,878 
    - -----------
    27,260,654 
    - -----------

    (3,856,877)
    758,446 
    - -----------
    (3,098,431)
    - -----------

    $24,162,223 
    ============


    $ 4,729,907 
    - -----------
    2,278,471 
    2,111,419 
    1,044,807 
    - -----------
    5,434,697 
    - -----------
    $  (704,790)
    ===========
    $    (8,990)
    ===========
    $  (695,800)

    618,143 
    - -----------

    $   (77,657)
    ===========



    $ 2,223,546 
    21,695,221 
    7,687 
    - -----------
    $23,926,454 
    ===========

    $   706,112 
    26,300,200 
    - -----------
    27,006,312 
    - -----------

    (3,142,028)
    62,170 
    - -----------
    (3,079,858)
    - -----------

    $23,926,454 
    ============


    $ 4,691,169 
    - -----------
    2,370,889 
    2,116,061 
    979,666 
    - -----------
    5,466,616 
    - -----------
    $  (775,447)
    ===========
    $    (9,390)
    ===========
    $  (766,057)

    647,743 
    - -----------

    $  (118,314)
    ===========

    As of December 31, 2003, the largest Project Partnership constituted 7.8% and 5.6%, and as of December 31, 2002 the largest Project Partnership constituted 8.2% and 6.3% of the combined total assets by series and combined total revenues by series, respectively.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

      In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of
    December 31 of each year:

     

    DECEMBER 31,          

    SERIES 5

    2003
    - ----

    2002
    - ----

    2001
    - ----

    SUMMARIZED BALANCE SHEETS
    Assets:
      Current assets
      Investment properties, net
      Other assets

        Total assets

    Liabilities and Partners' Equity:
      Current liabilities
      Long-term debt

        Total liabilities

    Partners' equity
      Limited Partner
      General Partners

        Total Partners' equity

        Total liabilities and     partners' equity

    SUMMARIZED STATEMENTS OF OPERATIONS
    Rental and other income
    Expenses:
      Operating expenses
      Interest expense
      Depreciation and amortization

        Total expenses

          Net loss

    Other partners' share of net loss

    Partnership's share of net loss

    Suspended losses

    Equity in Losses of Project Partnerships



    $ 3,058,047 
    24,492,694 
    2,286 
    - -----------
    $27,553,027 
    ============


    $   807,429 
    32,229,915 
    - -----------
    33,037,344 
    - -----------

    (5,197,812)
    (286,505)
    - -----------
    (5,484,317)
    - -----------

    $27,553,027 
    ============


    $ 5,575,579 
    - -----------
    3,119,514 
    2,250,016 
    1,276,928 
    - -----------
    6,646,458 
    - -----------
    $(1,070,879)
    ============

    $   (10,709)
    ============
    $(1,060,170)

    926,465 
    - -----------

    $  (133,705)
    ============



    $ 2,992,231 
    25,673,688 
    133,044 
    - -----------
    $28,798,963 
    ============


    $   803,333 
    32,351,185 
    - -----------
    33,154,518 
    - -----------

    (4,110,580)
    (244,975)
    - -----------
    (4,355,555)
    - -----------

    $28,798,963 
    ============


    $ 5,359,025 
    - -----------
    2,910,555 
    2,121,354 
    1,280,622 
    - -----------
    6,312,531 
    - -----------
    $  (953,506)
    ============

    $    (9,535)
    ============
    $  (943,971)

    784,479 
    - -----------

    $  (159,492)
    ============



    $ 2,984,516 
    26,874,152 
    2,302 
    - -----------
    $29,860,970 
    ============


    $   735,358 
    32,462,257 
    - -----------
    33,197,615 
    - -----------

    (3,138,040)
    (198,605)
    - -----------
    (3,336,645)
    - -----------

    $29,860,970 
    ============


    $ 5,345,086 
    - -----------
    2,776,878 
    2,259,308 
    1,294,116 
    - -----------
    6,330,302 
    - -----------
    $  (985,216)
    ============

    $    (9,852)
    ============
    $  (975,364)

    786,037 
    - -----------

    $  (189,327)
    ============

    As of December 31, 2003, the largest Project Partnership constituted 7.9% and 8.2%, and as of December 31, 2002 the largest Project Partnership constituted 8.0% and 8.6% of the combined total assets by series and combined total revenues by series, respectively.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

      In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of
    December 31 of each year:

     

    DECEMBER 31,           

    SERIES 6

    2003
    - ----

    2002
    - ----

    2001
    - ----

    SUMMARIZED BALANCE SHEETS
    Assets:
      Current assets
      Investment properties, net
      Other assets

        Total assets

    Liabilities and Partners' Equity:
      Current liabilities
      Long-term debt

        Total liabilities

    Partners' equity
      Limited Partner
      General Partners

        Total Partners' equity

        Total liabilities and     partners' equity

    SUMMARIZED STATEMENTS OF OPERATIONS
    Rental and other income
    Expenses:
      Operating expenses
      Interest expense
      Depreciation and amortization

        Total expenses

          Net loss

    Other partners' share of net loss

    Partnership's share of net loss

    Suspended losses

    Equity in Losses of Project Partnerships



    $ 3,748,484 
    28,314,923 
    17,884 
    - ------------
    $32,081,291 
    ===========


    $   733,479 
    34,867,631 
    - ------------
    35,601,110 
    - ------------

    (3,085,785)
    (434,034)
    - ------------
    (3,519,819)
    - ------------

    $32,081,291 
    ============


    $ 6,361,139 
    - ------------
    3,026,245 
    2,684,574 
    1,357,379 
    - ------------
    7,068,198 
    - ------------
    $  (707,059)
    ============

    $    (8,150)
    ============
    $  (698,909)

    550,411 
    - ------------

    $  (148,498)
    ============



    $ 3,483,867 
    29,526,496 
    21,090 
    - ------------
    $33,031,453 
    ===========


    $   729,972 
    35,038,427 
    - ------------
    35,768,399 
    - ------------

    (2,353,217)
    (383,729)
    - ------------
    (2,736,946)
    - ------------

    $33,031,453 
    ============


    $ 5,978,366 
    - ------------
    2,948,945 
    2,478,366 
    1,361,813 
    - ------------
    6,789,124 
    - ------------
    $  (810,758)
    ============

    $    (9,624)
    ============
    $  (801,134)

    591,184 
    - ------------

    $  (209,950)
    ============



    $ 3,313,947 
    30,748,096 
    4,626 
    - ------------
    $34,066,669 
    ============


    $   739,207 
    35,191,000 
    - ------------
    35,930,207 
    - ------------

    (1,523,911)
    (339,627)
    - ------------
    (1,863,538)
    - ------------

    $34,066,669 
    ============


    $ 5,951,586 
    - ------------
    2,826,568 
    2,704,167 
    1,347,661 
    - ------------
    6,878,396 
    - ------------
    $  (926,810)
    ============

    $   (11,421)
    ============
    $  (915,389)

    609,347 
    - ------------

    $  (306,042)
    ============

    As of December 31, 2003, the largest Project Partnership constituted 6.5% and 6.5%, and as of December 31, 2002 the largest Project Partnership constituted 6.5% and 6.7% of the combined total assets by series and combined total revenues by series, respectively.


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

      In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of
    December 31 of each year:

     

    DECEMBER 31,             

    TOTAL SERIES 2 - 6

    2003
    - ----

    2002
    - ----

    2001
    - ----

    SUMMARIZED BALANCE SHEETS
    Assets:
      Current assets
      Investment properties, net
      Other assets

        Total assets

    Liabilities and Partners' Equity:
      Current liabilities
      Long-term debt

        Total liabilities

    Partners' equity
      Limited Partner
      General Partners

        Total Partners' equity

        Total liabilities and
        partners' equity

    SUMMARIZED STATEMENTS OF OPERATIONS
    Rental and other income
    Expenses:
      Operating expenses
      Interest expense
      Depreciation and amortization

        Total expenses

          Net loss

    Other partners' share of net loss

    Partnership's share of net loss

    Suspended losses

    Equity in Losses of Project Partnerships



    $ 13,550,405 
    104,208,137 
    228,716 
    - -------------
    $117,987,258 
    =============


    $  3,390,520 
    137,755,258 
    - ------------
    141,145,778 
    - ------------

    (23,480,434)
    321,914 
    - ------------
    (23,158,520)
    - ------------

    $117,987,258 
    =============


    $ 25,117,060 
    - ------------
    12,642,524 
    10,937,224 
    5,528,583 
    - ------------
    29,108,331 
    - ------------
    $ (3,991,271)
    =============

    $    (47,908)
    =============
    $ (3,943,363)

    3,638,776 
    - ------------

    $   (304,587)
    =============



    $ 13,064,256 
    109,233,894 
    490,375 
    - -------------
    $122,788,525 
    =============


    $  3,822,895 
    137,907,409 
    - ------------
    141,730,304 
    - ------------

    (19,418,459)
    476,680 
    - ------------
    (18,941,779)
    - ------------

    $122,788,525 
    =============


    $ 24,147,451 
    - ------------
    11,990,466 
    10,435,971 
    5,513,265 
    - ------------
    27,939,702 
    - ------------
    $ (3,792,251)
    =============

    $    (45,579)
    =============
    $ (3,746,672)

    3,256,444 
    - ------------

    $   (490,228)
    =============



    $ 12,688,871 
    112,752,272 
    197,030 
    - -------------
    $125,638,173 
    =============


    $  3,154,642 
    138,420,310 
    - ------------
    141,574,952 
    - ------------

    (15,558,785)
    (377,994)
    - ------------
    (15,936,779)
    - ------------

    $125,638,173 
    =============


    $ 24,044,178 
    - ------------
    11,686,517 
    11,046,077 
    5,432,922 
    - ------------
    28,165,516 
    - ------------
    $ (4,121,338)
    =============

    $    (47,950)
    =============
    $ (4,073,388)

    3,381,333 
    - ------------

    $   (692,055)
    =============


    NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS(continued):

      The Partnership's equity by Series as reflected by the Project Partnerships differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization by Series primarily because of suspended losses on the Partnerships books and differences in the accounting treatment of miscellaneous items.

      By Series these differences are as follows:

     

    Equity Per Project Partnership   
    - ------------------


    Equity Per Partnership
    - ----------------------

    Series 2

    $ (4,660,463)

    $  (259,485)

    Series 3

    (5,924,969)

    (409,182)

    Series 4

    (4,611,405)

    (441,205)

    Series 5

    (5,197,812)

    (279,844)

    Series 6

    (3,085,785)

    269,783 


    NOTE 6 - TAXABLE INCOME (LOSS):

      The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

    SERIES 2

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Net Loss per Financial Statements

    $  (92,200)

    $  (85,230)

    $  (99,198)

    Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes




    (856,310)




    (796,760)




    (766,507)

    Adjustments to convert March 31, fiscal year end to December 31, taxable year end



    8,988 



    964 



    2,365 

    Items Expensed for Financial Statement purposes not expensed for Tax purposes:
      Asset Management Fee
      Amortization Expense
      Other Adjustments




    12,850 
    696 
    (18,415)
    - -----------




    35,197 
    (131)
    (10,860)
    - -----------




    33,368 
    703 
    (8,982)
    - -----------

    Partnership loss for tax purposes as of December 31


    $  (944,391)
    ============


    $  (856,820)
    ============


    $  (838,251)
    ============

     


    December 31,
    2003   
    - ------------


    December 31,
    2002   
    - ------------


    December 31,
    2001   
    - ------------

    Federal Low Income Housing Tax Credits (Unaudited)


    $       892 
    ============


    $    17,131 
    ============


    $   393,435 
    ============

      The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2004 are as follows:

                                    Financial      Tax
                                    Reporting      Reporting
                                    Purposes       Purposes        Differences
    Investments in Local
      Limited Partnerships       $   47,597       $(5,724,723)     $ 5,772,320

    Other Assets                      
          $   397,935       $ 1,141,069      $  (743,134)

    Liabilities                              $  530,395        $   18,787      $   511,608


    NOTE 6 - TAXABLE INCOME (LOSS):

      The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

    SERIES 3

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Net Loss per Financial Statements

    $   (77,243)

    $   (82,729)

    $   (80,062)

    Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes




    (762,553)




    (622,341)




    (701,962)

    Adjustments to convert March 31, fiscal year end to December 31, taxable year end



    18,639 



    426 



    6,785 

    Items Expensed for Financial Statement purposes not expensed for Tax purposes:
      Asset Management Fee
      Amortization Expense
      Other Adjustments




    17,077 
    63 
    (37,484)
    - -----------




    25,116 
    1,120 
    (19,990)
    - -----------




    25,902 
    1,121 
    (22,840)
    - -----------

    Partnership loss for tax purposes as of December 31


    $  (841,501)
    ============


    $  (698,398)
    ============


    $  (771,056)
    ============

     


    December 31,
    2003   
    - ------------


    December 31,
    2002   
    - ------------


    December 31,
    2001   
    - ------------

    Federal Low Income Housing Tax Credits (Unaudited)


    $      941 
    ============


    $    7,517 
    ============


    $   33,914 
    ============

      The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2004 are as follows:

                                       Financial       Tax
                                       Reporting       Reporting
                                       Purposes        Purposes        Differences

    Investments in Local
      Limited Partnerships             $       0        $(5,324,640)   $5,324,640

    Other Assets                       $ 344,724        $ 1,008,930    $ (664,206)

    Liabilities                        $ 417,173        $    19,099    $  398,074


    NOTE 6 - TAXABLE INCOME (LOSS):

      The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

    SERIES 4

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Net Loss per Financial Statements

    $   (98,159)

    $  (160,313)

    $  (185,366)

    Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes




    (825,899)




    (827,686)




    (792,465)

    Adjustments to convert March 31, fiscal year end to December 31, taxable year end



    18,236 



    1,588 



    2,098 

    Items Expensed for Financial Statement purposes not expensed for Tax purposes:
      Asset Management Fee
      Amortization Expense
      Other Adjustments




    37,611 
    (802)
    (40,257)
    - -----------




    35,743 
    2,947 
    (15,207)
    - -----------




    32,919 
    4,262 
    (12,169)
    - -----------

    Partnership loss for tax purposes as of December 31


    $  (909,270)
    ============


    $  (962,928)
    ============


    $  (950,721)
    ============

     


    December 31,
    2003   
    - ------------


    December 31,
    2002   
    - ------------


    December 31,
    2001   
    - ------------

    Federal Low Income Housing Tax Credits (Unaudited)


    $     8,520 
    ============


    $    20,620 
    ============


    $   571,729 
    ============

      The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2004 are as follows:

                                    Financial      Tax
                                    Reporting      Reporting
                                    Purposes       Purposes         Differences

    Investments in Local
      Limited Partnerships        $        0      $ (6,289,482)     $ 6,289,482

    Other Assets                  $  472,775      $  1,316,495      $  (843,720)

    Liabilities                   $  549,304      $     19,505      $   529,799


    NOTE 6 - TAXABLE INCOME (LOSS):

      The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

    SERIES 5

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Net Loss per Financial Statements

    $  (265,039)

    $  (261,993)

    $  (268,277)

    Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes




    (996,157)




    (886,046)




    (904,115)

    Adjustments to convert March 31, fiscal year end to December 31, taxable year end



    20,717 



    4,599 



    487 

    Items Expensed for Financial Statement purposes not expensed for Tax purposes:
      Asset Management Fee
      Amortization Expense
      Other Adjustments




    19,420 
    4,576 
    (34,151)
    - -----------




    41,264 
    5,110 
    (21,532)
    - -----------




    35,487 
    4,324 
    (13,898)
    - -----------

    Partnership loss for tax purposes as of December 31


    $(1,250,634)
    ============


    $(1,118,598)
    ============


    $(1,145,992)
    ============

     


    December 31,
    2003   
    - ------------


    December 31,
    2002   
    - ------------


    December 31,
    2001   
    - ------------

    Federal Low Income Housing Tax Credits (Unaudited)


    $    75,409 
    ============


    $   471,321 
    ============


    $ 1,325,419 
    ============

      The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2004 are as follows:

                                     Financial       Tax
                                     Reporting       Reporting
                                     Purposes        Purposes         Differences

    Investments in Local
      Limited Partnerships          $ 229,630        $(6,195,256)     $ 6,424,886

    Other Assets                    $ 597,564        $ 1,647,005      $(1,049,441)

    Liabilities                     $ 561,361        $    27,816      $   533,545


    NOTE 6 - TAXABLE INCOME (LOSS):

      The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

    SERIES 6

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Net Loss per Financial Statements

    $  (294,767)

    $  (334,594)

    $  (407,763)

    Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes




    (788,055)




    (805,019)




    (813,890)

    Adjustments to convert March 31, fiscal year end to December 31, taxable year end



    12,119 



    5,776 



    (4,523)

    Items Expensed for Financial Statement purposes not expensed for Tax purposes:
      Asset Management Fee
      Amortization Expense
      Other Adjustments




    34,124 
    8,478 
    (28,421)
    - ------------




    53,540 
    6,552 
    (17,654)
    - ------------




    48,192 
    12,066 
    (8,930)
    - ------------

    Partnership loss for tax purposes as of December 31


    $(1,056,522)
    ============


    $(1,091,399)
    ============


    $(1,174,848)
    ============

     


    December 31,
    2003   
    - -----------


    December 31,
    2002   
    - -----------


    December 31,
    2001   
    - -----------

    Federal Low Income Housing Tax Credits (Unaudited)


    $   154,714 
    ============


    $ 1,311,025 
    ============


    $ 1,690,264 
    ============

      The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2004 are as follows:

                                          Financial       Tax
                                          Reporting       Reporting
                                          Purposes        Purposes         Differences

    Investments in Local
      Limited Partnerships               $  858,488         $(4,902,421)    $ 5,760,909

    Other Assets                         $  609,490         $ 1,802,247     $(1,192,757)

    Liabilities                          $  700,775         $    27,426     $   673,349


    NOTE 6 - TAXABLE INCOME (LOSS):

      The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

    TOTAL SERIES 2 - 6

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Net Loss per Financial Statements

    $  (827,408)

    $  (924,859)

    $(1,040,666)

    Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes




    (4,228,974)




    (3,937,852)




    (3,978,939)

    Adjustments to convert March 31, fiscal year end to December 31, taxable year end



    78,699 



    13,353 



    7,213 

    Items Expensed for Financial Statement purposes not expensed for Tax purposes:
      Asset Management Fee
      Amortization Expense
      Other Adjustments




    121,082 
    13,011 
    (158,728)
    - -----------




    190,860 
    15,598 
    (85,243)
    - -----------




    175,868 
    22,476 
    (66,819)
    - -----------

    Partnership loss for tax purposes as of December 31


    $(5,002,318)
    ============


    $(4,728,143)
    ============


    $(4,880,867)
    ============

      The difference in the total value of the Partnership's Investment in Project Partnerships is approximately $5,772,320 higher for Series 2, $5,324,640 higher for Series 3, $6,289,482 higher for Series 4, $6,424,886 higher for Series 5 and $5,760,909 higher for Series 6 for financial reporting purposes than for tax return purposes because (i) there were depreciation differences between financial reporting purposes and tax return purposes and (ii) certain expenses are not deductible for tax return purposes.

      The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes for the year ended March 31, 2004 are as follows:

                                     Financial       Tax
                                     Reporting       Reporting
                                     Purposes        Purposes         Differences

    Investments in Local
      Limited Partnerships          $1,135,715        $(28,436,522)    $29,572,237

    Other Assets                    $2,422,488        $  6,915,746     $(4,493,258)

    Liabilities                     $2,759,008        $    112,633     $ 2,646,375


    NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

    Series 2
    Year 2004                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                             6/30/2003     9/30/2003     12/31/2003    3/31/2004

    Total Revenues           $   3,590     $    5,490    $   7,361     $  10,626

    Net Income (Loss)        $ (38,406)    $  (28,418)   $ (24,264)    $  (1,112)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding $   (6.20)     $   (4.59)    $  (3.91)     $   (.18)

    Series 3
    Year 2004                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                             6/30/2003     9/30/2003    12/31/2003     3/31/2004

    Total Revenues           $   9,383     $   13,250   $   3,171      $   9,641

    Net Income (Loss)        $ (21,261)    $  (14,615)  $ (23,305)     $ (18,062)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding $   (3.86)     $   (2.65)   $  (4.23)     $   (3.28)

    Series 4
    Year 2004                Quarter 1
         Quarter 2     Quarter 3     Quarter 4
                             6/30/2003      9/30/2003     12/31/2003     3/31/2004

    Total Revenues           $  10,612      $  23,572     $   4,052      $   5,851

    Net Income (Loss)        $ (30,836)     $ (13,103)    $ (29,743)     $ (24,477)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding $   (4.41)     $   (1.88)     $  (4.26)      $  (3.50)


    NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

    Series 5
    Year 2004                  Quarter 1     Quarter 2     Quarter 3      Quarter 4
                               6/30/2003     9/30/2003     12/31/2003     3/31/2004

    Total Revenues            $  17,645     $   5,009     $   5,804      $   8,769

    Net Income (Loss)         $ (46,203)    $ (78,011)    $ (71,278)     $ (69,547)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding  $   (5.31)    $   (8.96)    $   (8.19)     $   (7.99)

    Series 6
    Year 2004                 Quarter 1     Quarter 2     Quarter 3     Quarter 4
                              6/30/2003     9/30/2003     12/31/2003     3/31/2004

    Total Revenues            $   8,848     $  12,186     $   6,247     $  13,797

    Net Income (Loss)         $(107,395)    $ (45,853)    $(116,673)    $ (24,846)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding  $  (10.52)    $   (4.49)    $  (11.43)    $   (2.44)

    Series 2 - 6
    Year 2004                 Quarter 1     Quarter 2     Quarter 3     Quarter 4
                              6/30/2003     9/30/2003     12/31/2003     3/31/2004

    Total Revenues            $  50,078     $  59,507     $  26,635      $  48,684

    Net Income (Loss)         $(244,101)    $(180,000)    $(265,263)     $(138,044)


    NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

    Series 2
    Year 2003                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                             6/30/2002     9/30/2002     12/31/2002    3/31/2003

    Total Revenues           $   4,697     $   4,978     $   4,755     $   17,214

    Net Income (Loss)        $ (46,047)    $ (40,362)    $ (38,596)    $   39,775

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding $   (7.43)    $   (6.51)    $   (6.23)     $    6.42

    Series 3
    Year 2003                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                             6/30/2002     9/30/2002    12/31/2002     3/31/2003

    Total Revenues           $   4,153     $   4,406    $   4,197      $  25,195

    Net Income (Loss)        $ (35,205)    $ (12,194)   $ (21,756)     $ (13,574)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding $   (6.39)     $  (2.21)   $   (3.95)     $   (2.46)

    Series 4
    Year 2003                Quarter 1
         Quarter 2     Quarter 3     Quarter 4
                             6/30/2002      9/30/2002     12/31/2002     3/31/2003

    Total Revenues           $   5,320      $   5,650     $   5,375      $  19,246

    Net Income (Loss)        $ (80,827)     $ (36,011)    $ (29,532)     $ (13,943)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding $  (11.57)     $   (5.16)    $   (4.23)     $   (1.99)


    NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

    Series 5
    Year 2003 #9;              Quarter 1     Quarter 2      Quarter 3     Quarter 4
                               6/30/2002     9/30/2002     12/31/2002     3/31/2003

    Total Revenues            $   6,747     $   7,174     $   6,790      $  27,365

    Net Income (Loss)         $ (44,123)    $ (64,429)    $ (71,012)     $ (82,429)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding  $   (5.07)     $  (7.40)    $   (8.16)     $   (9.47)

    Series 6
    Year 2003                 Quarter 1     Quarter 2     Quarter 3     Quarter 4
                              6/30/2002     9/30/2002     12/31/2002     3/31/2003

    Total Revenues            $   6,789     $   6,769     $   6,576     $  22,206

    Net Income (Loss)         $ (90,290)    $ (76,069)    $ (86,274)    $ (81,961)

    Earnings (Loss) Per
    Weighted Average
    Beneficial Assignee
    Certificates Outstanding  $   (8.85)    $   (7.45)    $  ( 8.45)    $   (8.03)

    Series 2-6
    Year 2003                 Quarter 1      Quarter 2     Quarter 3     Quarter 4
                              6/30/2002      9/30/2002     12/31/2002     3/31/2003

    Total Revenues            $  27,706     $  28,977     $  27,693      $ 111,226

    Net Income (Loss)         $(296,492)    $(229,065)    $(247,170)     $(152,132)


    Hill, Barth & King LLC
    5121 Zuck Road
    Erie, PA 16506
    PHONE:  814-836-9968
    FAX:  814-836-9989

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

    To the Partners
    Springwood Apartments Limited Partnership
    Westfield, New York

    We have audited the accompanying balance sheets of Springwood Apartments Limited Partnership as of December 31, 2003 and 2002 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 U.S. 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 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 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 financial statements referred to above present fairly, in all material respects, the financial position of Springwood Apartments Limited Partnership as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2004 on our consideration of Springwood Apartments Limited Partnership internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    /s/ Hill, Barth & King LLC
    Certified Public Accountants

    January 16, 2004


    Hill, Barth & King LLC
    5121 Zuck Road
    Erie, PA 16506
    PHONE:  814-836-9968
    FAX:  814-836-9989

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

    To the Partners
    Cherrytree Apartments Limited Partnership
    Albion, Pennsylvania

    We have audited the accompanying balance sheets of Cherrytree Apartments Limited Partnership as of December 31, 2003 and 2002 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 U.S. 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 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 Cherrytree Apartments Limited Partnership as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued our report dated January 13, 2004 on our consideration of Cherrytree Apartments Limited Partnership internal control over financial reporting and our tests of compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    /s/ Hill, Barth & King LLC
    Certified Public Accountants

    January 13, 2004


    Hill, Barth & King LLC
    5121 Zuck Road
    Erie, PA 16506
    PHONE:  814-836-9968
    FAX:  814-836-9989

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

    To the Partners
    Wynnwood Commons Associates Limited Partnership
    Fairchance, Pennsylvania

    We have audited the accompanying balance sheets of Wynnwood Commons Associates Limited Partnership as of December 31, 2003 and 2002 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 U.S. 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 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 Wynnwood Common Associates Limited Partnership as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued our report dated January 15, 2004 on our consideration of Wynnwood Commons Associates Limited Partnership internal control over financial reporting and our tests of compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    /s/ Hill, Barth & King LLC
    Certified Public Accountants

    January 14, 2004


    Hill, Barth & King LLC
    5121 Zuck Road
    Erie, PA 16506
    PHONE:  814-836-9968
    FAX:  814-836-9989

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

    To the Partners
    Stony Creek Commons Limited Partnership
    Hooversville, Pennsylvania

    We have audited the accompanying balance sheets of Stony Creek Commons Limited Partnership as of December 31, 2003 and 2002 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 U.S. 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 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 Stony Creek Commons Limited Partnership as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued our report dated January 18, 2004 on our consideration of Stony Creek Commons Limited Partnership internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    /s/ Hill, Barth & King LLC
    Certified Public Accountants

    January 18, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE:  229-245-6040
    FAX:  229-245-1669

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

    To the Partners
    Richland Elderly Housing, Ltd.
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Richland Elderly Housing, Ltd. (a limited partnership), Federal ID No.: 58-1848044, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Richland Elderly Housing, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 22, 2004 on our consideration of the Richland Elderly Housing, Ltd.'s internal control structure and a report dated January 22, 2004 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 22, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE:  229-245-6040
    FAX:  229-245-1669

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

    To the Partners
    Pearson Elderly Housing, Ltd.
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Pearson Elderly Housing, Ltd. (A Limited Partnership), Federal ID No.: 58-1848042, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Pearson Elderly Housing, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 22, 2004 on our consideration of the Pearson Elderly Housing, Ltd.'s internal control structure and a report dated January 22, 2004 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 22, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE:  229-245-6040
    FAX:  229-245-1669

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

    To the Partners
    Lake Park Apartments, Ltd.
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Lake Park Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-1844429, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Lake Park Apartments, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 22, 2004 on our consideration of the Lake Park Apartments, Ltd.'s internal control structure and a report dated January 22, 2004 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with the report in considering the results.

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

    January 22, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE:  229-245-6040
    FAX:  229-245-1669

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

    To the Partners
    Lakeland Elderly Housing, Ltd.
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Lakeland Elderly Housing, Ltd. (a limited partnership), Federal ID No.: 58-1898054, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Lakeland Elderly Housing, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 22, 2004 on our consideration of the Lakeland Elderly Housing, Ltd.'s internal control structure and report dated January 22, 2004 on its compliance with laws and regulations. These reports are and integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 22, 2004


    Habif, Arogeti & Wynne, LLP
    5565 Glenridge Connector, Suite 200
    Atlanta, GA 30342
    PHONE:  404-892-9651
    FAX:  404-876-3913

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

    To the Partners of
    Woodland Terrace Apartments, LTD, LLLP

    We have audited the accompanying balance sheets of WOODLAND TERRACE APARTMENTS, LTD, LLLP (USDA Rural Development Case No. 10-017-581854412), a limited partnership, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Audit Program of the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration. 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 WOODLAND TERRACE APARTMENTS, LTD, LLLP as of December 31, 2003 and 2002, and the results of its operations, its changes in partner's equity (deficit), and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 16, 2004, on our consideration of WOODLAND TERRACE APARTMENTS, LTD, LLLP's internal control and our report dated February 16, 2004, on its compliance with laws and regulations applicable to the financial statements. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    /s/ Habif, Arogeti & Wynne, LLP
    Certified Public Accountants
    Atlanta, Georgia
    February 16, 2004


    Habif, Arogeti & Wynne, LLP
    5565 Glenridge Connector, Suite 200
    Atlanta, Georgia 30342
    PHONE:  404-892-9651
    FAX:  404-876-3913

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

    To the Partners of
    Manchester Housing, LTD, LLLP

    We have audited the accompanying balance sheets of MANCHESTER HOUSING, LTD, LLLP (USDA Rural Development Case No. 10-099-581845215), a limited partnership, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Audit Program of the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration. 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 MANCHESTER HOUSING, LTD, LLLP as of December 31, 2003 and 2002, and the results of its operations, its changes in partners' equity (deficit), and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 16, 2004, on our consideration of MANCHESTER HOUSING, LTD. LLLP's internal control and our report dated February 16, 2004, on its compliance with laws and regulations applicable to the financial statements. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    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 12-15 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Habif, Arogeti & Wynne, LLP
    Certified Public Accountants
    Atlanta, Georgia
    February 16, 2004


    M. Paul Nichols, Jr., CPA, P.C.
    2101 North Patterson Street
    Valdosta, GA 31602
    PHONE: 229-671-1255
    FAX:  229-244-2433

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

    To the Partners
    Heritage Villas, L.P.
    McRae, Georgia

    We have audited the accompanying balance sheets of Heritage Villas, L.P. (a limited partnership), Federal ID #: 58-1898056, as of December 31, 2003 and 2002, and the related statements of income, partners' (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our 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 Heritage Villas, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued reports dated February 6, 2004, on our consideration of Heritage Villas, L.P.'s internal control structure and its compliance with laws and regulations.

    /s/ M. Paul Nichols, Jr., CPA, PC
    Certified Public Accountant and Consultant

    February 6, 2004


    Habif, Arogeti & Wynne, LLP
    5565 Glenridge Connector, Suite 200
    Atlanta, GA 30342
    PHONE:  404-892-9651
    FAX:  404-876-3913

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

    To the Partners of
    Crisp Properties, LLLP

    We have audited the accompanying balance sheets of CRISP PROPERTIES, LLLP (USDA Rural Development Case No. 10-017-581854412), a limited partnership, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Audit Program of the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration. 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 CRISP PROPERTIES, LLLP as of December 31, 2003 and 2002, and the results of its operations, its changes in partners equity (deficit), and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 16, 2004, on our consideration of CRISP PROPERTIES, LLLP's internal control and our report dated February 16, 2004, on its compliance with laws and regulations applicable to the financial statements. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    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 11-14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Habif, Arogeti & Wynne, LLP
    Certified Public Accountants
    Atlanta, Georgia

    February 16, 2004


    Habif, Arogeti & Wynne, LLP
    5565 Glenridge Connector, Suite 200
    Atlanta, GA 30342
    PHONE:  404-892-9651
    FAX:  404-876-3913

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

    To the Partners of
    Blackshear Apartments, L.L.L.P. Phase II

    We have audited the accompanying balance sheets of BLACKSHEAR APARTMENTS, L.L.L.P. PHASE II (USDA Rural Development Case No. 10-040-581925616), a limited partnership, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Audit Program of the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration. 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 BLACKSHEAR APARTMENTS, L.L.L.P. PHASE II as of December 31, 2003 and 2002, and the results of its operations, its changes in partner's equity (deficit), and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 16, 2004, on our consideration of BLACKSHEAR APARTMENTS, L.L.L.P. PHASE II'S internal control and our report dated February 16, 2004, on its compliance with laws and regulations applicable to the financial statements. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    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 12 - 15 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Habif, Arogeti & Wynne, LLP
    Certified Public Accountants
    Atlanta, Georgia

    February 16, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE:  229-245-6040
    FAX:  229-245-1669

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

    To the Partners
    Crawford Rental Housing, L.P.
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Crawford Rental Housing, L.P. (a limited partnership), Federal ID #: 58-1850761, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Crawford Rental Housing, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 22, 2004 on our consideration of Crawford Rental Housing, L.P.'s internal control structure and a report dated January 22, 2004 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 22, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE: 229-245-6040
    FAX: 229-245-1669

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

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

    We have audited the accompanying balance sheets of Shellman Housing, L.P. (a limited partnership), Federal ID No. 58-1917615, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Shellman Housing L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 22, 2004 on our consideration of the Shellman Housing L.P.'s internal control structure and a report dated January 22, 2004 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 22, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE: 229-245-6040
    FAX: 229-245-1669

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

    To the Partners
    Greensboro Properties, L.P., Phase II
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Greensboro Properties, L.P., Phase II (a limited partnership), Federal ID No.: 58-1915804 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Greensboro Properties, L.P., Phase II as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 22, 2004 on our consideration of the Greensboro Properties, L.P., Phase II's internal control structure and a report dated January 22, 2004 on it's compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 22, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Rd. - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE: 229-245-6040
    FAX: 229-245-1669

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

    To the Partners
    Dawson Elderly, L.P.
    Dawson, Georgia

    We have audited the accompanying balance sheets of Dawson Elderly, L.P. (a limited partnership), Federal ID No.: 58-1966658 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Dawson Elderly, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued reports dated January 22, 2004 on our consideration of Dawson Elderly, L.P.'s internal control structure and a report dated January 22, 2004 on it's compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 22, 2004


    Habif, Arogeti & Wynne, LLP
    5565 Glenridge Connector, Suite 200
    Atlanta, GA 30342
    PHONE: 404-892-9651
    FAX: 404-876-3913

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

    To the Partners
    Piedmont Development Company of Lamar
        County, LTD.

    We have audited the accompanying balance sheets of PIEDMONT DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD. (a limited partnership) as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America, 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 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 PIEDMONT DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD. as of December 31, 2003 and 2002, and the results of its operations, its changes in partners' equity (deficit), and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 25, 2004, on our consideration of PIEDMONT DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD.'s internal control and a report dated February 25, 2004, on its compliance with laws and regulations applicable to the financial statements.

    /s/ Habif, Arogeti & Wynne, LLP
    Atlanta, Georgia

    February 25, 2004


    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 Heritage Apartments Ltd.
    Sylacauga, Alabama

    We have audited the accompanying balance sheets of Sylacauga Heritage Apartments, Ltd., a limited partnership, RHS Project No.: 01-061-631025601 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Heritage Apartments, Ltd., RHS Project No.: 01-061-631025601 as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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, 2003 and 2002, 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 10, 2004 on our consideration of Sylacauga Heritage Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results or our audit.

    /s/ Donald W. Causey & Associates, P.C.
    Certified Public Accountants
    Gadsden, Alabama
    February 10, 2004


    Cameron, Hines & Hartt
    104 Regency Place - P.O. Box 2474
    West Monroe, LA 71294-2474
    PHONE: 318-323-1717
    FAX: 318-322-5121

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

    To the Partners
    LOGANSPORT SENIORS APARTMENTS

    We have audited the accompanying balance sheets of Logansport Seniors Apartments (the Partnership) as of December 31, 2003, and the related statements of income, partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Logansport Seniors Apartments as of December 31, 2002, were audited by other auditors whose report dated March 3, 2003, expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America and and the Standards for Financial and Compliance 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 Logansport Seniors Apartments as of December 31, 2003, and the results of its operations and its and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 4, 2004, on our consideration of Logansport Seniors Apartment's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements of Logansport Seniors Apartments. 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/ Cameron, Hines & Hartt,(APAC)
    Certified Public Accountants

    West Monroe, Louisiana
    February 4, 2004


    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
    LOGANSPORT SENIORS APARTMENTS

    We have audited the accompanying balance sheets of LOGANSPORT SENIORS APARTMENTS, RHS PROJECT NO. 22-016-721126743 as of December 31, 2002 and 2001 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 LOGANSPORT SENIORS APARTMENTS as of December 31, 2002 and 2001 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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 17 through 28, is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    In accordance with Government Auditing Standards, we have also issued a report dated April 22, 2003 on our consideration of LOGANSPORT SENIORS APARTMENTS internal control and a report dated April 22, 2003 on its compliance with laws and regulations applicable to the financial statements.

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

    Metairie, Louisiana
    April 22, 2003


    Cameron, Hines & Hartt
    104 Regency Place - P.O. Box 2474
    West Monroe, LA 71294-2474
    PHONE: 318-323-1717
    FAX: 318-322-5121

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

    To the Partners
    TARPON HEIGHTS APARTMENTS

    We have audited the accompanying balance sheet of Tarpon Heights Apartments (the Partnership) as of December 31, 2003, and the related statements of income, partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Tarpon Heights Apartments as of December 31, 2002, were audited by other auditors whose report dated March 29, 2003, expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the Standards for Financial and Compliance 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 Tarpon Heights Apartments as of December 31, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated March 18, 2004, on our consideration of Tarpon Heights Apartments' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements of Tarpon Heights Apartments. 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/ Cameron, Hines & Hartt (APAC)
    Certified Public Accountants

    West Monroe, Louisiana
    March 18, 2004


    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
    TARPON HEIGHTS APARTMENTS

    We have audited the accompanying balance sheets of TARPON HEIGHTS APARTMENTS, RHS PROJECT NO. 22-029-721103419 as of December 31, 2002 and 2001 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 TARPON HEIGHTS APARTMENTS, as of December 31, 2002 and 2001 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

    In accordance with Government Auditing Standards, we have also issued a report dated March 29, 2003 on our consideration of TARPON HEIGHTS APARTMENT internal control and a report dated March 29, 2003 on its compliance with laws and regulations applicable to the financial statements.

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

    Metairie, Louisiana
    March 29, 2003


    Bond & Tousignant, LLC
    1500 Lamy Lane - P.O. Box 14065
    Monroe, LA 71207-4065
    PHONE: 318-323-0717
    FAX: 318-323-0719

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

    To the Partners
    THE OAKS APARTMENTS, ALPIC

    We have audited the accompanying balance sheet of THE OAKS APARTMENTS, ALPIC, RHS Project No. 22-002-721144868 as of December 31, 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of THE OAKS APARTMENTS, ALPIC as of December 31, 2002, were audited by other auditors whose report dated March 31, 2003 expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America 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 THE OAKS APARTMENTS, ALPIC as of December 31, 2003, and the results of its operations, changes in partners' equity (deficit) and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    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 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 our report dated February 29, 2004 on our consideration of THE OAKS APARTMENTS, ALPIC's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with the report in considering the results of our audit.

    /s/ Bond & Tousignant, LLC
    Certified Public Accountants

    Monroe, Louisiana
    February 29, 2004


    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
    THE OAKS APARTMENTS

    We have audited the accompanying balance sheets of THE OAKS APARTMENTS, RHS PROJECT NO. 22-002-721144868 as of December 31, 2002 and 2001 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 OAKS APARTMENTS as of December 31, 2002 and 2001 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

    In accordance with Government Auditing Standards, we have also issued a report dated March 31, 2003 on our consideration of THE OAKS APARTMENTS' internal control and a report dated March 31, 2003 on its compliance with laws and regulations applicable to the financial statements.

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

    Metairie, Louisiana
    March 31, 2003


    Cameron, Hines & Hartt
    104 Regency Place - P.O. Box 2474
    West Monroe, LA 71294-2474
    PHONE: 318-323-1717
    FAX: 318-322-5121

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

    To the Partners
    SONORA SENIORS APARTMENTS

    We have audited the accompanying balance sheet of Sonora Seniors Apartments (the Partnership) as of December 31, 2003, and the related statements of income, partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Sonora Seniors Apartments as of December 31, 2002, were audited by other auditors whose report dated March 3, 2003, expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the Standards for Financial and Compliance 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 Sonora Seniors Apartments as of December 31, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated January 23, 2004, on our consideration of Sonora Seniors Apartment's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements of Sonora Seniors Apartments. 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/ Cameron, Hines & Hartt (APAC)
    Certified Public Accountants

    West Monroe, Louisiana
    January 23, 2004


    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
    SONORA SENIORS APARTMENTS

    We have audited the accompanying balance sheets of SONORA SENIORS APARTMENTS, RHS PROJECT NO. 51-018-721125480 as of December 31, 2002 and 2001 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 SONORA SENIORS APARTMENTS as of December 31, 2002 and 2001 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

    In accordance with Government Auditing Standards, we have also issued a report dated March 2, 2003 on our consideration of SONORA SENIORS APARTMENTS internal control and a report dated March 2, 2003 on its compliance with laws and regulations applicable to the financial statements.

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

    Metairie, Louisiana
    March 2, 2003


    Bond & Tousignant, LLC
    1500 Lamy Lane - P.O. Box 14065
    Monroe, LA 71207-4065
    PHONE: 318-323-0717
    FAX: 318-323-0719

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

    To the Partners
    FREDERICKSBURG SENIORS APARTMENTS, LTD.

    We have audited the accompanying balance sheet of FREDERICKSBURG SENIORS APARTMENTS, LTD., RHS Project No. 49-086-721150308 as of December 31, 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of FREDERICKSBURG SENIORS APARTMENTS, LTD. as of December 31, 2002, were audited by other auditors whose report dated February 18, 2003 expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America 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 FREDERICKSBURG SENIORS APARTMENTS, LTD. as of December 31, 2003, and the results of its operations, changes in partners equity (deficit) and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    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 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 our report dated February 29, 2004, on our consideration of FREDERICKSBURG SENIORS APARTMENTS, LTD.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with the report in considering the results of our audit.

    /s/ Bond & Tousignant, LLC
    Certified Public Accountants

    Monroe, Louisiana
    February 29, 2004


    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
    FREDERICKSBURG SENIORS APARTMENTS, LTD.

    We have audited the accompanying balance sheets of FREDERICKSBURG SENIORS APARTMENTS, LTD., RHS PROJECT NO. 49-086-721150308 as of December 31, 2002 and 2001 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 FREDERICKSBURG SENIORS APARTMENTS, LTD. as of December 31, 2002 and 2001 and the results of its operations, changes in partners equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

    In accordance with Government Auditing Standards, we have also issued a report dated February 18, 2003 on our consideration of FREDERICKSBURG SENIORS APARTMENTS, LTD.'s internal control and a report dated February 18, 2003 on its compliance with laws and regulations applicable to the financial statements.

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

    Metairie, Louisiana
    February 18, 2003


    Bond & Tousignant, LLC
    1500 Lamy Lane, P.O. Box 14065
    Monroe, LA 71207-4065
    PHONE: 318-323-0717
    FAX: 318-323-0719

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

    To the Partners
    BRACKETTVILLE SENIORS APARTMENTS, LTD.

    We have audited the accompanying balance sheet of BRACKETTVILLE SENIORS APARTMENTS, LTD, RHS Project No. 50-036-721150307 as of December 31, 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of BRACKETTVILLE SENIORS APARTMENTS, LTD as of December 31, 2002, were audited by other auditors whose report dated March 2, 2003 expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America 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 BRACKETTVILLE SENIORS APARTMENTS, LTD as of December 31, 2003, and the results of its operations, changes in partners' equity (deficit) and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    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 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 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 our report dated February 29, 2004, on our consideration of BRACKETTVILLE SENIORS APARTMENTS, LTD's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with the report in considering the results of our audit.

    /s/ Bond & Tousignant, LLC
    Certified Public Accountants

    Monroe, Louisiana
    February 29, 2004


    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
    BRACKETTVILLE SENIORS APARTMENTS, LTD.

    We have audited the accompanying balance sheets of BRACKETTVILLE SENIORS APARTMENTS, LTD., RHS PROJECT NO. 50-036-721150307 as of December 31, 2002 and 2001 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 auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 BRACKETTVILLE SENIORS APARTMENTS, LTD. as of December 31, 2002 and 2001 and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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 March 2, 2003 on our consideration of BRACKETTVILLE SENIORS APARTMENTS, LTD.'s internal control and a report dated March 2, 2003 on its compliance with laws and regulations applicable to the financial statements.

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

    Metairie, Louisiana
    March 2, 2003


    Cameron, Hines & Hartt (APAC)
    104 Regency Place, P.O. Box 2474
    West Monroe, LA 71294-2474
    PHONE: 504-837-0770
    FAX: 504-837-7102

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

    To the Partners
    Timpson Seniors Apartments

    We have audited the accompanying balance sheet of Timpson Seniors Apartments (the Partnership) as of December 31, 2003, and the related statements of income, partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Timpson Seniors Apartments as of December 31, 2002, were audited by other auditors whose report dated February 9, 2003, expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with auditing standards generally accepted in the United States and the Standards for Financial and Compliance Audits contain 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 Timpson Seniors Apartments as of December 31, 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated March 11, 2004, on our consideration of Timpson Seniors Apartments' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information presented on pages 15 through 25, is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Cameron, Hines & Hartt
    Certified Public Accountants

    West Monroe, Louisiana
    March 11, 2004


    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
    TIMPSON SENIORS APARTMENTS

    We have audited the accompanying balance sheets of TIMPSON SENIORS APARTMENTS, RHS PROJECT NO. 51-010-721152460 as of December 31, 2002 and 2001, 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 TIMPSON SENIORS APARTMENTS as of December 31, 2002 and 2001 and the results of its operations and changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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 15 through 25, is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    In accordance with Government Auditing Standards, we have also issued a report dated February 19, 2003 on our consideration of TIMPSON SENIORS APARTMENT's internal control and a report dated February 19, 2003 on its compliance with laws and regulations applicable to the financial statements.

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

    Metairie, Louisiana
    February 19, 2003


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Charleston Properties, A Limited Partnership
    D/B/A SavannahPark of Charleston II
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Charleston Properties, A Limited Partnership, D/B/A SavannahPark of Charleston II as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Charleston Properties, A Limited Partnership, D/B/A SavannahPark of Charleston II as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Sallisaw Properties II, A Limited Partnership
    D/B/A GardenWalk of Sallisaw II
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Sallisaw Properties II, A Limited Partnership, D/B/A GardenWalk of Sallisaw II as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Sallisaw Properties II, A Limited Partnership, D/B/A GardenWalk of Sallisaw II as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Pocola Properties, A Limited Partnership
    D/B/A GardenWalk of Pocola
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Pocola Properties, A Limited Partnership, D/B/A GardenWalk of Pocola as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Pocola Properties, A Limited Partnership, D/B/A GardenWalk of Pocola as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Poteau Properties II, A Limited Partnership
    D/B/A GardenWalk on Lacey Lane
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Poteau Properties II, A Limited Partnership, D/B/A GardenWalk on Lacey Lane as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Poteau Properties II, A Limited Partnership, D/B/A GardenWalk on Lacey Lane as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Nowata Properties, A Limited Partnership
    D/B/A Cross Creek II
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Nowata Properties, A Limited Partnership, D/B/A Cross Creek II as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Nowata Properties, A Limited Partnership, D/B/A Cross Creek II as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Sallisaw Properties, A Limited Partnership
    D/B/A GardenWalk of Sallisaw
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Sallisaw Properties, A Limited Partnership, D/B/A GardenWalk of Sallisaw as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Sallisaw Properties, A Limited Partnership, D/B/A GardenWalk of Sallisaw as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Roland Properties II, A Limited Partnership
    D/B/A GardenWalk of Roland II
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Roland Properties II, A Limited Partnership, D/B/A GardenWalk of Roland II as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Roland Properties II, A Limited Partnership, D/B/A GardenWalk of Roland II as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Stilwell Properties, A Limited Partnership
    D/B/A GardenWalk of Stilwell
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Stilwell Properties, A Limited Partnership, D/B/A GardenWalk of Stilwell as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Stilwell Properties, A Limited Partnership, D/B/A GardenWalk of Stilwell as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Stilwell Properties II, A Limited Partnership
    D/B/A GardenWalk of Stilwell II
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Stilwell II Properties, A Limited Partnership, D/B/A GardenWalk of Stilwell II as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Stilwell II Properties, A Limited Partnership, D/B/A GardenWalk of Stilwell II as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountant

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Westville Properties, A Limited Partnership
    D/B/A GardenWalk of Westville
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Westville Properties, A Limited Partnership, D/B/A GardenWalk of Westville as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Westville Properties, A Limited Partnership, D/B/A GardenWalk as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Mill Creek Properties V, A Limited Partnership
    D/B/A SavannahPark of Grove
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Mill Creek Properties V, A Limited Partnership, D/B/A SavannahPark of Grove as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Mill Creek Properties V, A Limited Partnership, D/B/A SavannahPark of Grove as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Baird, Kurtz, & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Parsons Properties, A Limited Partnership
    D/B/A SavannahPark of Parsons
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Parsons Properties, A Limited Partnership, D/B/A SavannahPark of Parsons as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Parsons Properties, A Limited Partnership, D/B/A SavannahPark of Parsons as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz, & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Road - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE: 229-245-6040
    FAX: 229-245-1669

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

    To the Partners
    Inverness Club, Ltd., L.P.
    (A Georgia Limited Partnership)
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Inverness Club, Ltd., L.P. (A Georgia Limited Partnership), FmHA Project No.: 09-009-581808620, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Inverness Club, Ltd., L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 15, 2004 on our consideration of Inverness Club, Ltd., L.P.'s internal control structure and a report dated January 15, 2004 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 15, 2004


    Henderson & Godbee, P.C.
    3488 N. Valdosta Road - P.O. Box 2241
    Valdosta, GA 31604-2241
    PHONE: 229-245-6040
    FAX: 229-245-1669

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

    To the Partners
    Carrollton Club, Ltd., L.P.
    (A Georgia Limited Partnership)
    Valdosta, Georgia

    We have audited the accompanying balance sheets of Carrollton Club, Ltd., L.P., (A Georgia Limited Partnership), FmHA Project No.: 10-22-58188314, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Carrollton Club, Ltd., L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 14, 2004 on our consideration of Carrollton Club, Ltd., L.P.'s internal control structure and a report dated January 14, 2004 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    January 14, 2004


    Grana & Teibel, CPAs, P.C.
    300 Corporate Pkwy., Suite 116 N.
    Amherst, NY 14226-1258
    PHONE: 716-862-4270
    FAX: 716-862-0007

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

    To The Partners of
    Lewiston Limited Partnership
    Case No. 37-032-161349932
    and
    RD Rural Housing Director
    29 Liberty Street, Suite 2
    Batavia, New York 14020-3294

    We have audited the accompanying balance sheets of Lewiston Limited Partnership as of December 31, 2003 and 2002, and the related statements of operations, partners' capital (deficiency), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with U.S. generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 Lewiston Limited Partnership as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 26, 2004, on our consideration of Lewiston Limited Partnerships internal control structure and a report dated January 26, 2004, on its compliance with laws and regulations.

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

    January 26, 2004


    Miller & Rose, P.A.
    1309 E. Race Avenue
    Searcy, AR 72143
    PHONE: 501-268-8356
    FAX: 501-268-9362

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

    Partners
    Lancaster House, An Arkansas Limited Partnership
    D/B/A Pebble Creek Apartments
    351 East 4th Street
    Mountain Home, AR 72653

    We have audited the accompanying financial statements of Lancaster House, An Arkansas Limited Partnership, D/B/A Pebble Creek Apartments as of December 31, 2003 and 2002, and for the years then ended, as listed in the table of contents. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lancaster House, An Arkansas Limited Partnership, D/B/A Pebble Creek Apartments as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 12, 2004 on our consideration of Lancaster House, An Arkansas Limited Partnership, D/B/A Pebble Creek Apartments' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Miller & Rose, P.A.
    Certified Public Accountants

    February 12, 2004


    Leavitt, Christensen & Co., PLLC
    13965 W. Chinden Blvd., Suite 200 C
    Boise, ID 83713
    PHONE: 208-287-5353
    FAX: 208-287-5358

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

    Managing General Partner
    Haines Associates Limited Partnership
    Boise, Idaho

    We have audited the accompanying balance sheets of Haines Associates Limited Partnership, as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the USDA, Rural Housing Service 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 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 financial statements referred to above present fairly, in all material respects, the financial position of Haines Associates Limited Partnership as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 20, 2004 on our consideration of Haines Associates Limited Partnership's internal control and on its compliance with laws and regulations. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    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., PLLC
    Certified Public Accountants
    January 20, 2004


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

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

    To the Partners
    Woodcrest Associates of South Boston, VA, Ltd.
    Charlotte, North Carolina

    We have audited the accompanying balance sheets of Woodcrest Associates of South Boston, VA, Ltd. (a Virginia limited partnership) as of December 31, 2003 and 2002, 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 U.S. 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 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 Woodcrest Associates of South Boston, VA, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

    In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    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 & Company, LLP
    Certified Public Accountants

    January 31, 2004


    Thomas C. Cunningham, CPA PC
    23 Moore Street
    Bristol, VA 24201
    PHONE: 276-669-5531
    FAX: 276-669-5576

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

    To the Partners
    Norton Green Limited Partnership

    I have audited the accompanying balance sheets of Norton Green Limited Partnership as of December 31, 2003 and 2002, 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. My responsibility is to express an opinion on these financial statements based on my audits.

    I conducted my audits in accordance with auditing standards generally accepted in the United States 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 Norton Green Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, 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, I have also issued my report dated February 15, 2004 on my consideration of Norton Green Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

    /s/ Thomas C. Cunningham, CPA PC
    Certified Public Accountant

    February 15, 2004


    Thomas C. Cunningham, CPA PC
    23 Moore Street
    Bristol, VA 24201
    PHONE: 276-669-5531
    FAX: 276-669-5576

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

    To the Partners
    Jonesville Manor Limited Partnership

    I have audited the accompanying balance sheets of Jonesville Manor Limited Partnership as of December 31, 2003 and 2002, 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. My responsibility is to express an opinion on these financial statements based on my audits.

    I conducted my audits in accordance with auditing standards generally accepted in the United States 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 Jonesville Manor Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, 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, I have also issued my report dated February 15, 2004 on my consideration of Jonesville Manor Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

    /s/ Thomas C. Cunningham, CPA PC
    Certified Public Accountant

    February 15, 2004


    Thomas C. Cunningham, CPA PC
    23 Moore Street
    Bristol, VA 24201
    PHONE: 276-669-5531
    FAX: 276-669-5576

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

    To the Partners
    Blacksburg Terrace Limited Partnership

    I have audited the accompanying balance sheets of Blacksburg Terrace Limited Partnership as of December 31, 2003 and 2002, 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. My responsibility is to express an opinion on these financial statements based on my audits.

    I conducted my audits in accordance with auditing standards generally accepted in the United States 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 Blacksburg Terrace Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, 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, I have also issued my report dated February 15, 2004 on my consideration of Blacksburg Terrace Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

    /s/ Thomas C. Cunningham, CPA PC
    Certified Public Accountants

    February 15, 2004


    Thomas C. Cunningham, CPA PC
    23 Moore Street
    Bristol, VA 24201
    PHONE: 276-669-5531
    FAX: 276-669-5576

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

    To the Partners
    Newport Village Limited Partnership

    I have audited the accompanying balance sheets of Newport Village Limited Partnership as of December 31, 2003 and 2002, 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. My responsibility is to express an opinion on these financial statements based on my audits.

    I conducted my audits in accordance with auditing standards generally accepted in the United States 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 Newport Village Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, 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, I have also issued my report dated February 15, 2004 on my consideration of Newport Village Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

    /s/ Thomas C. Cunningham, CPA PC
    Certified Public Accountants

    February 15, 2004


    Lou Ann Montey and 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
    Zapata Housing, Ltd.-(A Texas Limited Partnership)
    Burnet, Texas

    We have audited the accompanying balance sheets of Zapata Housing, Ltd.-(A Texas Limited Partnership) as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America. And the standards applicable fo financial audits contained in 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 Zapata Housing, Ltd.- (A Texas Limited Partnership) as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 28, 2004, on our consideration of the internal control structure of Zapata Housing, Ltd.- (A Texas Limited Partnership) and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    Austin, Texas
    January 28, 2004


    Lou Ann Montey and 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
    Sinton Retirement, Ltd.-(A Texas Limited Partnership)
    Burnet, Texas

    We have audited the accompanying balance sheets of Sinton Retirement, Ltd.- (A Texas Limited Partnership) as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America and standards applicable to financial audits contained in 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 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 Sinton Retirement, Ltd.- (A Texas Limited Partnership) as of December 31, 2003 and 2002, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 5, 2004, on our consideration of the internal control structure of Sinton Retirement, Ltd.- (A Texas Limited Partnership) and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    Austin, Texas
    February 5, 2004


    Gubler & Company, P.C.
    1234 W. South Jordan Parkway, #C
    South Jordan, UT 84095
    PHONE: 801-566-5866
    FAX: 801-565-0509

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

    TO THE PARTNERS
    SMITHFIELD GREENBRIAR LIMITED PARTNERSHIP

    We have audited the accompanying balance sheets of Smithfield Greenbriar Limited Partnership, as of December 31, 2003 and 2002 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 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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 statements presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Smithfield Greenbriar Limited Partnership, as of December 31, 2003 and 2002 and the results of its operations, changes in partners' capital, and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued reports dated January 30, 2004 on our consideration of Smithfield Greenbriar Limited Partnership's internal control, and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on pages 13 through 15 is presented for purposes of additional analysis and is not a required part of the basic financial statements of Smithfield Greenbriar Limited Partnership. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Gubler & Company, P.C.
    Certified Public Accountants
    South Jordan, Utah
    January 30, 2004


    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
    Mountain Crest Limited Partnership
    Boise, Idaho

    We have audited the accompanying balance sheets of Mountain Crest Limited Partnership as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the USDA, Rural Housing Service 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 audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mountain Crest Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 9, 2004, on our consideration of Mountain Crest Limited Partnership's internal controls and compliance with laws and regulations. This report is an integral part of an audit performed in accordance with the Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    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 9, 2004


    Cummins & Coffman, CPA's, P.A.
    3706 S. Topeka Blvd., Suite 302
    Topeka, KS 66609-1246
    PHONE: 785-267-2030
    FAX: 785-267-2254

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

    To the Partners
    Eudora Senior Housing, L.P.
    D/B/A Pinecrest Apartments II

    We have audited the accompanying balance sheet of Eudora Senior Housing, L.P. D/B/A Pinecrest Apartments II as of December 31, 2003, 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 statements based on our audit. The financial statements of Eudora Senior Housing, L.P. D/B/A Pinecrest Apartments II, as of December 31, 2002, were audited by other auditors whose report dated January 31, 2003, expressed an unqualified opinion on those statements.

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

    In our opinion, the 2003 financial statements referred to above present fairly, in all material respects, the financial position of Eudora Senior Housing, L.P. D/B/A Pinecrest Apartments II as of December 31, 2003, and the results of its operations, and cash flows for the year ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 12, 2004, on our consideration of Eudora Senior Housing, L.P. D/B/A Pinecrest Apartments II internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Cummins & Coffman, CPA's, P.A.
    Certified Public Accountants

    Topeka, Kansas
    February 12, 2004


    Knudtson & Company CPAs, PA
    950 SW 28th Street, Suite A
    Topeka, KS 66614
    PHONE: 785-273-6880
    FAX: 785-273-6881

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

    The Partners
    Eudora Senior Housing, L.P.:

    We have audited the accompanying balance sheets of Eudora Senior Housing, L.P., RHS Project No. 18-023-481065040, D/B/A Pinecrest Apartments II (Partnership) as of December 31, 2002 and 2001, 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 statements based on our audits. The financial statements for December 31, 2001 were audited by other auditors. The prior auditor's report dated January 17, 2002 expressed an unqualified opinion.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 Eudora Senior Housing, L.P., RHS Project No. 18-023-481065040, as of December 31, 2002 and 2001, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 31, 2003 on our consideration of Eudora Senior Housing, L.P.'s internal control and a report dated January 31, 2003 on its compliance with laws, regulations and contracts. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of this audit.

    Knudtson & Company CPAs, PA
    Certified Public Accountants

    Topeka, Kansas
    January 31, 2003


    Baird, Kurtz & Dobson, LLP
    5000 Rogers Avenue, Suite 700
    Fort Smith, AR 72903-2079
    PHONE: 479-452-1040
    FAX: 479-452-5542

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

    Partners
    Springhill Housing, A Limited Partnership
    D/B/A Springhill Housing II
    Fort Smith, Arkansas

    We have audited the accompanying balance sheets of Springhill Housing, A Limited Partnership, D/B/A Springhill Housing II as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Springhill Housing, A Limited Partnership, D/B/A Springhill Housing II as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, 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. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Baird, Kurtz & Dobson, LLP
    Certified Public Accountants

    February 6, 2004


    Eide Bailly LLP
    200 East 10th St., Suite 500 - P.O. Box 5126
    Sioux Falls, SD 57117-5126
    PHONE: 605-339-1999
    FAX: 605-339-1306

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

    The Partners
    Sunchase II, Ltd.
    Watertown, South Dakota

    We have audited the accompanying balance sheets of Sunchase II, Ltd. (a limited partnership) as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Sunchase II, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 11, 2004 on our consideration of Sunchase II, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    /s/ Eide Bailly LLP
    Certified Public Accountants
    Sioux Falls, South Dakota
    February 11, 2004


    Eide Bailly LLP
    200 East 10th St., Suite 500 - P.O. Box 5126
    Sioux Falls, SD 57117-5126
    PHONE: 605-339-1999
    FAX: 605-339-1306

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

    The Partners
    Courtyard, Ltd.
    Huron, South Dakota

    We have audited the accompanying balance sheets of Courtyard, Ltd. (a limited partnership) as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Courtyard, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 13, 2004, on our consideration of Courtyard, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplementary information on pages 14 and 15 is presented for purposes of additional analysis and is not a required part of the financial statements of Courtyard, Ltd. Such information has been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

    /s/ Eide Bailly LLP
    Certified Public Accountants
    Sioux Falls, South Dakota
    February 13, 2004


    Eide Bailly LLP
    200 East 10th St., Suite 500 - P.O. Box 5126
    Sioux Falls, SD 57117-5126
    PHONE: 605-339-1999
    FAX: 605-339-1306

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

    The Partners
    Sunrise, Ltd.
    Yankton, South Dakota

    We have audited the accompanying balance sheets of Sunrise Ltd. (a limited partnership) as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Sunrise, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated January 22, 2004 on our consideration of Sunrise, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplementary information on pages 12 and 13 is presented for purposes of additional analysis and is not a required part of the financial statements of Sunrise, Ltd. Such information has been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Eide Bailly LLP
    Certified Public Accountants
    Sioux Falls, South Dakota
    January 22, 2004


    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
    Southwood, L.P.:

    We have audited the accompanying balance sheets of Southwood, L.P. as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 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 Southwood, L.P. as of December 31, 2003 and 2002, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2004, on our consideration of the partnership's internal control over financial reporting and on its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    January 16, 2004


    Bob T. Robinson
    2084 Dunbarton Drive
    Jackson, MS 39216
    PHONE: 601-982-3875
    FAX: 601-982-3876

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

    To the Partners
    Hazlehurst Manor, L.P.

    I have audited the accompanying balance sheet of Hazlehurst Manor L.P. (RD Case Number 28-015-640803081), as of December 31, 2003 and 2002 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. My responsibility is to express an opinion on these financial statements based on my audits.

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

    In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hazlehurst Manor, L.P. as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, I have also issued my report dated February 27, 2004 on my consideration of Hazlehurst Manor, L.P.'s internal control and on my tests of its compliance with certain provisions of laws, regulations, contracts and grants. This report is an integral part of the audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of my audit.

    My audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information, including separate reports on compliance with laws and regulations and on internal controls, is presented for the purposes of additional analysis and is not a required part of the financial statements of Hazlehurst Manor, L.P. Such information has been subjected to the auditing procedures applied in the audits of the financial statements and, in my opinion, is fairly presented in all material respects in relation to the financial statements taken as a whole.

    The annual budgets of Hazlehurst Manor, L.P. included in the accompanying prescribed form RD 1930-7 (Rev 7-00) have not been compiled or examined by me, and I do not express any form of assurance on them. In addition they may contain departures from guidelines for presentation of prospective financial information established by the American Institute of Certified Public Accountants. The actual results may vary from the presentation and the variations may be material.

    /s/ Bob T. Robinson
    Certified Public Accountant

    February 27, 2004


    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
    Lakeshore Apartments Ltd.
    Tuskegee, Alabama

    We have audited the accompanying balance sheets of Lakeshore Apartments, Ltd. a limited partnership, RHS Project No.: 01-044-631014228 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Lakeshore Apartments, Ltd., RHS Project No.: 01-044-631014228 as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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, 2003 and 2002, 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 18, 2004 on our consideration of Lakeshore Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Donald W. Causey & Associates, P.C.
    Certified Public Accountants
    Gadsden, Alabama
    February 18, 2004


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

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

    To the Partners
    Countrywood Apartments Ltd.
    Centerville, Alabama

    We have audited the accompanying balance sheets of Countrywood Apartments, Ltd. a limited partnership, RHS Project No.: 01-004-630943678 December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Countrywood Apartments, Ltd. RHS Project No.: 01-004-630943678 as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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, 2003 and 2002, 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, 2004 on our consideration of Countrywood Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    Gadsden, Alabama
    February 23, 2004


    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
    Wildwood Apartments Ltd.
    Pineville, Louisiana

    We have audited the accompanying balance sheets of Wildwood Apartments, Ltd., a limited partnership, RHS Project No.: 22-040-630954515 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Wildwood Apartments, Ltd., RHS Project No.: 22-040-630954515 as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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, 2003 and 2002, 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 27, 2004 on our consideration of Wildwood Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Donald W. Causey & Associates, P.C.
    Certified Public Accountants
    Gadsden, Alabama
    February 27, 200


    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
    Meadowcrest Apartments Ltd.
    Luverne, Alabama

    We have audited the accompanying balance sheets of Meadowcrest Apartments, Ltd. a limited partnership, RHS Project No.: 01-021-631047203 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Meadowcrest Apartments, Ltd. RHS Project No.: 01-021-631047203 as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    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, 2003 and 2002, 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 19, 2004 on our consideration of Meadowcrest Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Donald W. Causey & Associates, P.C.
    Certified Public Accountants
    Gadsden, Alabama
    February 19, 2004


    Turk & Giles, CPAs, P.C.
    2026 Connecticut - P.O. Box 3766
    Joplin, MO 64803
    PHONE: 417-623-8666
    FAX: 417-623-4075

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

    To the Partners
    Seneca Apartments, L.P
    Joplin, Missouri 64804

    We have audited the accompanying balance sheets of Seneca Apartments, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Seneca Apartments, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated February 19, 2004 on our consideration of Seneca Apartments, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, and contracts. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audits.

    Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Letter on pages 15-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Turk & Giles, CPAs, P.C.
    Certified Public Accountants

    February 19, 2004


    Turk & Giles, CPAs, P.C.
    2026 Connecticut - P.O. Box 3766
    Joplin, MO 64803
    PHONE: 417-623-8666
    FAX: 417-623-4075

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

    To the Partners
    Carthage Seniors, L.P.
    Joplin, Missouri 64804

    We have audited the accompanying balance sheets of Carthage Seniors, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Carthage Seniors, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated February 19, 2004 on our consideration of Carthage Seniors, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations and contracts. These reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audit.

    Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Letter on pages 15-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Turk & Giles, CPAs, P.C.
    Certified Public Accountants

    February 19, 2004


    Turk & Giles, CPAs, P.C.
    2026 Connecticut - P.O. Box 3766
    Joplin, MO 64803
    PHONE: 417-623-8666
    FAX: 417-623-4075

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

    To the Partners
    Southwest City Apartments, L.P.
    Joplin, Missouri 64804

    We have audited the accompanying balance sheets of Southwest City Apartments, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Southwest City Apartments, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated February 19, 2004 on our consideration of Southwest City Apartments, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, and contracts. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audit.

    Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Letter on pages 15-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Turk & Giles, CPAs, P.C.
    Certified Public Accountants

    February 19, 2004


    Turk & Giles, CPAs, P.C.
    2026 Connecticut - P.O. Box 3766
    Joplin, MO 64803
    PHONE: 417-623-8666
    FAX: 417-623-4075

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

    To the Partners
    Pineville Apartments, L.P.
    Joplin, Missouri 64804

    We have audited the accompanying balance sheets of Pineville Apartments, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Pineville Apartments, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated February 19, 2004 on our consideration of Pineville Apartments, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, and contracts. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audits.

    Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Letter on pages 15-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Turk & Giles, CPAs, P.C.
    Certified Public Accountants

    February 19, 2004


    Turk & Giles, CPAs, P.C.
    2026 Connecticut - P.O. Box 3766
    Joplin, MO 64803
    PHONE: 417-623-8666
    FAX: 417-623-4075

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

    To the Partners
    Monett Seniors, L.P
    Joplin, Missouri 64804

    We have audited the accompanying balance sheets of Monett Seniors, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Monett Seniors, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated February 19, 2004 on our consideration of Monett Seniors, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, and contracts. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audits.

    Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Letter on pages 15-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Turk & Giles, CPAs, P.C.
    Certified Public Accountants

    February 19, 2004


    Turk & Giles, CPAs, P.C.
    2026 Connecticut - P.O. Box 3766
    Joplin, MO 64803
    PHONE: 417-623-8666
    FAX: 417-623-4075

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

    To the Partners
    Columbus Seniors, L.P.
    Joplin, Missouri 64804

    We have audited the accompanying balance sheets of Columbus Seniors, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Columbus Seniors, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated February 19, 2004 on our consideration of Columbus Seniors, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, and contracts. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audit.

    Our audit was conducted for the purpose of forming and opinion on the basic financial statements taken as a whole. The Supplemental Letter on pages 15-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Turk & Giles, CPAs, P.C.
    Certified Public Accountants

    February 19, 2004


    Turk & Giles, CPAs, P.C.
    2026 Connecticut - P.O. Box 3766
    Joplin, MO 64803
    PHONE: 417-623-8666
    FAX: 417-623-4075

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

    To the Partners
    Arma Seniors, L.P.
    Joplin, Missouri 64804

    We have audited the accompanying balance sheets of Arma Seniors, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Arma Seniors, L.P. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our report dated February 19, 2004 on our consideration of Arma Seniors, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, and contracts. Those reports are an integral part of an audit performed in accordance with GOVERNMENT AUDITING STANDARDS and should be read in conjunction with this report in considering the results of our audit.

    Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Letter on pages 15-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ Turk & Giles, CPAs, P.C.
    Certified Public Accountants

    February 19, 2004


    Doubet and Gordon CPA's, LLP
    603 West Cherokee Street
    Wagoner, OK 74467
    PHONE: 918-485-8085
    FAX: 918-485-3092

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

    To the Partners
    of Yorkshire Retirement Village:

    We have audited the accompanying balance sheet of Yorkshire Retirement Village (an Oklahoma Limited Partnership) as of December 31, 2003 and 2002 and the related statement of operations, partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Yorkshire Retirement Village as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplementary information, "The Schedule of Maintenance Expenses" 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 March 27, 2004 on our consideration of Yorkshire Retirement Village's compliance and on internal control over financial reporting. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of my audit.

    /s/ Doubet and Gordon CPA's, LLP
    Wagoner, OK 74467

    March 27, 2004


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

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

    Rural Development Group
    d/b/a Ashland Estates
    Caribou, Maine

    To the Partners

    We have audited the accompanying balance sheets of Rural Development Group, d/b/a Ashland Estates, (a limited partnership) as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 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 Rural Development Group, d/b/a Ashland Estates as of December 31, 2003 and 2002, and the results of its operations, partners' deficit and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated January 30, 2004 on our consideration of Rural Development Group, d/b/a Ashland Estates' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

    Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The 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 basic financial statements taken as a whole.

    /s/ Chester M. Kearney
    Certified Public Accountants

    Presque Isle, Maine
    January 30, 2004


    Richard A. Strauss
    1310 Lady Street
    9th Floor, Keenan Building
    Columbia, SC 29201
    PHONE: 803-779-7472
    FAX: 803-252-6171

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

    To the Partners
    Scarlett Oaks Limited Partnership
    Lexington, South Carolina

    I have audited the accompanying balance sheets of Scarlett Oaks Limited Partnership as of December 31, 2003, and 2002, and the related statements of income, expense and partners' equity and cash flows for the years then ended. These financial statements are the responsibility of Scarlett Oaks Limited Partnership's management. My responsibility is to express an opinion on these financial statements based on my audit.

    I conducted my audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my 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 Scarlett Oaks Limited Partnership as of December 31, 2003, and 2002, and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, I have also issued a report dated February 23, 2004, on my consideration of Scarlett Oaks Limited Partnership's internal control and a report dated February 23, 2004 on its compliance with laws and regulations.

    This report is intended for the information of management and the Department of Agriculture, Rural Development. However, this report is a matter of public record and its distribution is not limited.

    /s/ Richard A. Strauss, P.A.
    Certified Public Accountant

    February 23, 2004


    David G. Pelliccione, C.P.A., P.C.
    329 Commercial Drive, Suite 120
    Savannah, GA 31406
    PHONE: 912-354-2334
    FAX: 912-354-2443

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

    To The Partners
    Brooks Hill Apartments, L.P.

    We have audited the accompanying balance sheet of BROOKS HILL APARTMENTS, L.P., as of December 31, 2003 and 2002 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 of the United States and Government Auditing Standards issued by the Comptroller General of the United States. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BROOKS HILL APARTMENTS, L.P., as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles of the United States.

    In accordance with Government Auditing Standards, we have also issued our report dated February 26, 2004, on our consideration of BROOKS HILL APARTMENTS, L.P.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audit was made for the purpose of forming an opinion on the basic financial statements of BROOKS HILL APARTMENTS, L.P., taken as a whole. The supplemental information on pages 9 through 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

    /s/ David G. Pelliccione, C.P.A., P.C.
    Certified Public Accountants
    Savannah, Georgia
    February 26, 2004


    K.B. Parrish & Co. LLP
    6840 Eagle Highlands Way
    Indianapolis, IN 46254-2693
    PHONE: 317-347-5200
    FAX: 317-347-5211

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

    To the Partners of
    Village Apartments of Seymour II, L.P.
    (A Limited Partnership)

    We have audited the balance sheets of Village Apartments of Seymour II, L.P. (a limited partnership) as of December 31, 2003 and 2002, and the related statements of operations, changes in partnership 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in 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 and the audit program require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial 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 Village Apartments of Seymour II, L.P. at December 31, 2003 and 2002, and the results of its operations, changes in partnership capital (deficit), and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 9, 2004, on our consideration of the partnership's internal control over financial reporting and our tests of its compliance with laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Respectfully submitted,
    /s/ K.B. Parrish & Company LLP
    Certified Public Accountants

    Indianapolis, Indiana
    January 9, 2004


    Scheiner, Mister & Grandizio, P.A.
    1122 Kenilworth Drive, Suite 413
    Towson, MD 21204
    PHONE: 410-494-0885
    FAX: 410-321-9024

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

    To the Partners
    Frazer Elderly Limited Partnership
    Reisterstown, Maryland

    We have audited the accompanying balance sheets of Frazer Elderly Limited Partnership as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 Frazer Elderly Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, changes in partners' capital, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued reports dated January 16, 2004 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. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering results of our audit.

    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 9 - 9A 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/ Scheiner, Mister & Grandizio, P.A.
    Certified Public Accountants
    January 16, 2004


    Fentress, Brown, CPAs & Associates, LLC
    8001 Ravines Edge Court, Suite 112
    Columbus, OH 43235-5423
    PHONE: 614-825-0011
    FAX: 614-825-0014

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

    To the Partners of                                        Rural Housing Service
    Bryan Senior Village Limited Partnership                  Servicing Office
    DBA Plaza Senior Village Apartments                       Findlay, Ohio
    Mansfield, Ohio

    We have audited the accompanying balance sheets of Bryan Senior Village Limited Partnership (a limited partnership), DBA Plaza Senior Village Apartments, Case No. 41-086-341561720, as of December 31, 2003 and 2002, 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 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the U.S. Department of Agriculture, Farmers Home Administration "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, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 Bryan Senior Village Limited Partnership, DBA Plaza Senior Village Apartments, Case No. 41-086-341561720, at December 31, 2003 and 2002, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program,", issued in December 1989, we have also issued a report dated January 30, 2004, on our consideration of Bryan Senior Village Limited Partnership's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Fentress, Brown, CPAs & Associates, LLC
    Certified Public Accountants

    Columbus, Ohio
    January 30, 2004


    Fentress, Brown, CPAs & Associates, LLC
    8001 Ravines Edge Court, Suite 112
    Columbus, OH 43235-5423
    PHONE: 614-825-0011
    FAX: 614-825-0014

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

    To the Partners of                                         Rural Housing Service
    Brubaker Square Limited Partnership                        Servicing Office
    DBA Brubaker Square Apartments                             Hillsboro, Ohio
    Mansfield, Ohio

    We have audited the accompanying balance sheets of Brubaker Square Limited Partnership (a limited partnership), DBA Brubaker Square Apartments, Case No. 41-012-341561718, as of December 31, 2003 and 2002, 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 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 Brubaker Square Limited Partnership, DBA Brubaker Square Apartments, Case No. 41-012-341561718, at December 31, 2003 and 2002, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program,", issued in December 1989, we have also issued a report dated January 30, 2004, on our consideration of Brubaker Square Limited Partnership's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Fentress, Brown, CPAs & Associates, LLC
    Certified Public Accountants

    Columbus, Ohio
    January 30, 2004


    Fentress, Brown, CPAs & Associates, LLC
    8001 Ravines Edge Court, Suite 112
    Columbus, OH 43235-5423
    PHONE: 614-825-0011
    FAX: 614-825-0014

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

    To the Partners of                                      Rural Housing Service
    Villa Allegra Limited Partnership                       Servicing Office
    DBA Villa Allegra Apartments                            Findlay, Ohio
    Mansfield, Ohio

    We have audited the accompanying balance sheets of Villa Allegra Limited Partnership (a limited partnership), DBA Villa Allegra Apartments, Case No. 41-054-341561716, as of December 31, 2003 and 2002, 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 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 Villa Allegra Limited Partnership, DBA Villa Allegra Apartments, Case No. 41-054-341561716, at December 31, 2003 and 2002, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989, we have also issued a report dated January 30, 2004, on our consideration of Villa Allegra Limited Partnership's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Fentress, Brown, CPAs & Associates, LLC
    Certified Public Accountants

    Columbus, Ohio
    January 30, 2004


    Fentress, Brown, CPAs & Associates, LLC
    8001 Ravines Edge Court, Suite 112
    Columbus, OH 43235-5423
    PHONE: 614-825-0011
    FAX: 614-825-0014

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

    To the Partners of                                       Rural Housing Service
    Logan Place Limited Partnership                          Servicing Office
    DBA Logan Place Apartments                               Marietta, Ohio
    Mansfield, Ohio

    We have audited the accompanying balance sheets of Logan Place Limited Partnership (a limited partnership), DBA Logan Place Apartments, Case No. 41-037-341643639, as of December 31, 2003 and 2002, 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 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 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 Logan Place Limited Partnership, DBA Logan Place Apartments, Case No. 41-037-341643639, at December 31, 2003 and 2002, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989, we have also issued a report dated January 30, 2004, on our consideration of Logan Place Limited Partnership's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Fentress, Brown, CPA's & Associates, LLC
    Certified Public Accountants

    Columbus, Ohio
    January 30, 2004


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

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

    To the Partners
    Flagler Beach Villas RRH, Ltd.

    We have audited the accompanying basic financial statements of Flagler Beach Villas RRH, Ltd., as of and for the years ended December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America 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 Flagler Beach Villas RRH, Ltd. as of December 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated January 30, 2004 on our consideration of Flagler Beach Villas RRH, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    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 15 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 14 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 15, 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 & Company
    Certified Public Accountants

    January 30, 2004


    Brenda P. McElwee, P.C.
    P.O. Box 2260
    Rockport, TX 78381
    PHONE: 361-729-9150
    FAX: 361-729-9216

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

    To the Partners
    Elkhart Apartments Limited

    We have audited the accompanying balance sheet of Elkhart Apartments, Ltd. (a Texas Limited Partnership) Project No: 49-001-752291250-01-7 as of December 31, 2003, and the related statements of partners' equity (deficit), operations, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The Financial statements of Elkhart Apartments, Ltd. as of December 31, 2002 were audited by other auditors whose report dated April 18, 2003 expressed an unqualified opinion on those statements.

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

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Elkhart Apartments, Ltd. as of December 31, 2003, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11-12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the 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 April 6, 2004 on our consideration of Elkhart Apartments, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws and contracts. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Brenda P. McElwee, P.C.
    Certified Public Accountant

    April 6, 2004


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

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

    To the Partners
    Elkhart Apartments Limited
    700 South Palestine
    Athens, Texas 75751

    We have audited the accompanying Balance Sheet of the Elkhart Apartments Limited as of December 31, 2002 and 2001, 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 the Elkhart Apartments Limited's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America, 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 audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Elkhart Apartments Limited as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated April 18, 2003 on our consideration of the Elkhart Apartments Limited's compliance and on internal control over financial reporting and our tests of its compliance with certain laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    April 18, 2003


    Brenda P. McElwee, P.C.
    P.O. Box 2260
    Rockport, TX 78381
    PHONE: 361-729-9150
    FAX: 361-729-9216

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

    To the Partners
    South Timber Ridge Apartments, Ltd.

    We have audited the accompanying balance sheet of South Timber Ridge Apartments, Ltd. (a Texas Limited Partnership) Project No: 50-007-752224177-01-0 as of December 31, 2003, and the related statements of partners' equity (deficit), operations, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The Financial statement of South Timber Ridge Apartments, Ltd. as of December 31, 2002 were audited by other auditors whose report dated May 23, 2003 expressed an unqualified opinion on those statements.

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

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of South Timber Ridge Apartments, Ltd. as of December 31, 2003, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

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

    In accordance with Government Auditing Standards, we have also issued a report dated March 29, 2004 on our consideration of South Timber Ridge Apartments, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws and contracts. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Brenda P. McElwee, P.C.
    Certified Public Accountant

    March 29, 2004


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

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

    To the Owners
    South Timber Ridge Apartments, Ltd.
    700 South Palestine
    Athens, Texas 75751

    We have audited the accompanying Balance Sheet of South Timber Ridge Apartments, Ltd. as of December 31, 2002 and 2001, 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 South Timber Ridge 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 auditing standards generally accepted in the United States of America, 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 audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of South Timber Ridge Apartments, Ltd. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated May 23, 2003 on our consideration of South Timber Ridge Apartments, Ltd.'s compliance and on internal control over financial reporting and our tests of its compliance with certain laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    Our audit was performed for the purpose of forming an opinion on the financial statements of South Timber Ridge Apartments, Ltd., taken as a whole. The accompanying supplemental information is presented for purposes of additional analysis and is not a required part of the financial statements. Such information has been subjected to the auditing procedures applied in the audit of the 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 Accountant

    May 23, 2003


    Brenda P. McElwee, P.C.
    P.O. Box 2260
    Rockport, TX 78381
    PHONE: 361-729-9150
    FAX: 361-729-9216

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

    To the Partners
    Heritage Drive South, Ltd.

    We have audited the accompanying balance sheet of Heritage Drive South, Ltd. (a Texas Limited Partnership) Project No: 49-037-752220298-01-4 as of December 31, 2003, and the related statements of partners' equity (deficit), operations, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The Financial statements of Heritage Drive South, Ltd. as of December 31, 2002 were audited by other auditors whose report dated May 15, 2003 expressed an unqualified opinion on those statements.

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

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Heritage Drive South, Ltd. as of December 31, 2003, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11-12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the 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 April 9, 2004 on our consideration of Heritage Drive South, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws and contracts. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

    /s/ Brenda P. McElwee, P.C.
    Certified Public Accountants

    April 9, 2004


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

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

    To the Partners
    Heritage Drive South, Limited
    700 South Palestine
    Athens, Texas 75751

    We have audited the accompanying Balance Sheet of Heritage Drive South, Limited as of December 31, 2002 and 2001, 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 Heritage Drive South, Limited's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audit in accordance with auditing standards generally accepted in the United States of America, 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 audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Heritage Drive South, Limited as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated May 15, 2003 on our consideration of Heritage Drive South, Limited's compliance and on internal control over financial reporting and our tests of its compliance with certain laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    May 15, 20


    Miller, Mayer, Sullivan & Stevens LLP
    2365 Harrodsburg Rd.
    Lexington, KY 40504-3399
    PHONE: 859-223-3095
    FAX: 859-223-2143

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

    To the Partners                                        Rural Development
    Goodwater Falls, Ltd.                                  London, Kentucky

    We have audited the accompanying balance sheets of Goodwater Falls, Ltd., (a limited partnership) Case No. 20-067-621424606, as of December 31, 2003 and 2002 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 auditing standards generally accepted in the United States of America 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 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 Goodwater Falls, Ltd. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued our report dated February 4, 2004 on our consideration of Goodwater Falls, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

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

    /s/ Miller, Mayer, Sullivan & Stevens, LLP
    Certified Public Accountants
    Lexington, Kentucky
    February 4, 2004


    Lou Ann Montey and 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
    Frankston Retirement, Ltd.-(A Texas Limited Partnership)
    Burnet, Texas

    We have audited the accompanying balance sheets of Frankston Retirement Ltd.-(A Texas Limited Partnership) as of December 31, 2003 and 2002, 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 audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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 presents fairly, in all material respects, the financial position of Frankston Retirement, Ltd.-(A Texas Limited Partnership) as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated January 26, 2004, on our consideration of the internal control structure of Frankston Retirement, Ltd.-(A Texas Limited Partnership) and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    Austin, Texas
    January 26, 2004


    Lou Ann Montey and 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
    Wallis Housing, Ltd.-(A Texas Limited Partnership)
    Burnet, Texas

    We have audited the accompanying balance sheets of Wallis Housing, Ltd.-(A Texas Limited Partnership) as of December 31, 2003 and 2002, and the related statements of income (loss), partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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 presents fairly, in all material respects, the financial position of Wallis Housing, Ltd.-(A Texas Limited Partnership) as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 4, 2004, on our consideration of the internal control structure of Wallis Housing, Ltd.-(A Texas Limited Partnership) and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    Austin, Texas
    February 4, 2004


    Lou Ann Montey and 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
    Menard Retirement, Ltd.-(A Texas Limited Partnership)
    Burnet, Texas

    We have audited the accompanying balance sheets of Menard Retirement, Ltd.-(A Texas Limited Partnership) as of December 31, 2003 and 2002 and the related statements of income (loss), partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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 presents fairly, in all material respects, the financial position of Menard Retirement, Ltd.-(A Texas Limited Partnership) as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

    In accordance with Government Auditing Standards, we have also issued a report dated February 5, 2004, on our consideration of the internal control structure of Menard Retirement, Ltd.-(A Texas Limited Partnership) and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

    Austin, Texas
    February 5, 2004


    Item 9.   Changes in and disagreements with Accountants on Accounting and Financial Disclosures

              None.

    Item 9a. Controls and Procedures

      Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities and Exchange Act of 1934) was performed. Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.


    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 59, 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 MBA degree from Columbia University (1968) and a BS 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 se minars relating to the low-income housing credit.

    J. Davenport Mosby, age 47, 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.

    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, 2004.

      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 15 to 18 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference.

      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 Payable to Project Partnerships represents unpaid capital contributions to the Project Partnerships and will be paid after certain performance criteria are met. Such contributions are in turn payable to the general partner of the Project Partnerships.

      For the years ended March 31, 2004, 2003 and 2002 the General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses incurred by Gateway as follows:

      Asset Management Fee - The Managing General Partner is entitled to be paid an annual asset management fee equal to 0.25% 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.



    2004
    - ----

    2003
    - ----

    2002
    - ----

    Series 2

    $   67,822

    $   68,021

    $   68,197

    Series 3

    63,022

    62,667

    62,892

    Series 4

    77,448

    77,271

    77,474

    Series 5

    95,180

    95,480

    95,755

    Series 6

    104,953
    - -----------

    105,376
    - -----------

    105,753
    - -----------

    Total

    $  408,425
    ===========

    $  408,815
    ===========

    $  410,071
    ===========

      General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis. This expense is included in the Statements of Operations.

     

    2004
    - ----

    2003
    - ----

    2002
    - ----

    Series 2

    $  32,065

    $  18,483

    $  11,737

    Series 3

    33,523

    19,323

    12,271

    Series 4

    42,266

    24,365

    15,471

    Series 5

    52,470

    30,245

    19,205

    Series 6

    55,384
    - ---------

    31,926
    - ---------

    20,272
    - ---------

    Total

    $ 215,708

    $ 124,342

    $  78,956

     

    =========

    =========

    =========

    Item 14. Principal Accounting Fees & Services

      The aggregate fees billed by the Partnership's principal accounting firm, Spence, Marston, Bunch, Morris and Co., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Partnerships quarterly reports on Form 10-Q for the years ended March 31, 2004 and 2003 were $24,925 and $24,500, respectively.

      Tax - During fiscal 2004 and 2003, Spence, Marston, Bunch, Morris & Co. was engaged to prepare the Partnership's federal tax return, for which they billed $6,500 for each year.

      Other Fees - The Company's Audit Committee Charter requires that the Committee approve the engagement of the principal auditing firm prior to the rendering of any audit or non-audit services. During fiscal 2004, 100% of the audit related and other fees and 100% of the tax fees were pre-approved by the Audit Committee.


    PART IV


    Item 15. 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. 33-31821 and amendments and supplements thereto previously filed with the Securities and Exchange Commission.

    Table
    Number
    1.1         Form of Dealer Manager Agreement, including Soliciting Dealer
                Agreement
    1.2         Escrow Agreement between Gateway Tax Credit Fund II Ltd. and
                Southeast Bank, NA
    3.1         The form of Partnership Agreement of the Partnership is included
                as Exhibit "A" to the Prospectus
    3.1.1       Certificate of Limited Partnership of Gateway Tax Credit Fund II Ltd.
    3.1.2       Amendment to Certificate of Limited Partnership of Gateway Tax Credit
                Fund II 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 of Limited Partnership of Nowata
                Properties, An Oklahoma Limited Partnership
    3.5         Amended and Restated Agreement of Limited Partnership of Poteau
                Properties II, An Oklahoma Limited Partnership
    3.6         Amended and Restated Agreement of Limited Partnership of Sallisaw
                Properties, An Oklahoma Limited Partnership
    3.7         Amended and Restated Agreement of Limited Partnership of Waldron
                Properties, An Arkansas Limited Partnership
    3.8         Amended and Restated Agreement of Limited Partnership of Roland
                Properties II, An Oklahoma Limited Partnership
    3.9         Amended and Restated Agreement of Limited Partnership of Stilwell
                Properties, An Oklahoma Limited Partnership
    3.10        Amended and Restated Agreement of Limited Partnership of Birchwood
                Apartments Limited Partnership
    3.11        Amended and Restated Agreement of Limited Partnership of Sunchase
                II, Ltd.
    3.12        Amended and Restated Agreement of Limited Partnership of Hornellsville
                Apartments
    3.13        Amended and Restated Agreement of Limited Partnership of CE McKinley
                II Limited Partnership
    3.14        Amended and Restated Agreement of Limited Partnership of Hartwell
                Family, Ltd., L.P.
    3.15        Amended and Restated Agreement of Limited Partnership of Deerfield
                II Ltd., L.P.
    3.16        Amended and Restated Agreement of Limited Partnership of Claxton
                Elderly, Ltd., L.P.
    3.17        Amended and Restated Agreement of Limited Partnership of Inverness
                Club, Ltd., L.P.
    3.18        Amended and Restated Agreement of Limited Partnership of Lake Park
                Ltd., L.P.
    3.19        Amended and Restated Agreement of Limited Partnership of Lakeland
                Elderly Apartments, Ltd., L.P.
    3.20        Amended and Restated Agreement of Limited Partnership of Mt. Vernon
                Elderly Housing, Ltd., L.P.
    3.21        Amended and Restated Agreement of Limited Partnership of Pearson
                Elderly Housing, Ltd., L.P.
    3.22        Amended and Restated Agreement of Limited Partnership of Woodland
                Terrace Apartments, Ltd., L.P.
    3.23        Amended and Restated Agreement of Limited Partnership of Richland
                Elderly Housing, Ltd., L.P.
    3.24        Amended and Restated Agreement of Limited Partnership of Lakeshore
                Apartments Limited Partnership
    3.25        Amended and Restated Agreement of Limited Partnership of Lewiston
                Limited Partnership
    3.26        Amended and Restated Agreement of Limited Partnership of Springwood
                Apartments Limited Partnership
    3.27        Amended and Restated Agreement of Limited Partnership of Cherrytree
                Apartments Limited Partnership
    3.28        Amended and Restated Agreement of Limited Partnership of Charleston
                Properties, An Arkansas Limited Partnership
    3.29        Amended and Restated Agreement of Limited Partnership of Sallisaw
                Properties II, An Oklahoma Limited Partnership
    3.30        Amended and Restated Agreement of Limited Partnership of Pocola
                Properties, An Oklahoma Limited Partnership
    3.31        Amended and Restated Agreement of Limited Partnership of Prairie
                Apartments Limited Partnership
    3.32        Amended and Restated Agreement of Limited Partnership of Manchester
                Housing, Ltd., L.P.
    3.33        Amended and Restated Agreement of Limited Partnership of Sylacauga
                Heritage Apartments, Ltd.
    3.34        Amended and Restated Agreement of Limited Partnership of Durango
                C.W.W. Limited Partnership
    3.35        Amended and Restated Agreement of Limited Partnership of Alsace
                Village Limited Partnership
    3.36        Amended and Restated Agreement of Limited Partnership of Seneca
                Apartments, L.P.
    3.37        Amended and Restated Agreement of Limited Partnership of Westville
                Properties, a Limited Partnership
    3.38        Amended and Restated Agreement of Limited Partnership of Stilwell
                Properties II, Limited Partnership
    3.39        Amended and Restated Agreement of Limited Partnership of Wellsville
                Senior Housing, L.P.
    3.40        Amended and Restated Agreement of Limited Partnership of Spring Hill
                Senior Housing, L.P.
    3.41        Amended and Restated Agreement of Limited Partnership of Eudora
                Senior Housing, L.P.
    3.42        Amended and Restated Agreement of Limited Partnership of Smithfield
                Greenbriar Limited Partnership
    3.43        Amended and Restated Agreement of Limited Partnership of Tarpon
                Heights Apartments, A Louisiana Partnership in Commendam
    3.44        Amended and Restated Agreement of Limited Partnership of Oaks
                Apartments, A Louisiana Partnership in Commendam
    3.45        Amended and Restated Agreement of Limited Partnership of Countrywood
                Apartments, Limited
    3.46        Amended and Restated Agreement of Limited Partnership of Weston
                Apartments
    3.47        Amended and Restated Agreement of Limited Partnership of Wildwood
                Apartments, Limited
    3.48        Amended and Restated Agreement of Limited Partnership of Hopkins
                Properties, Limited
    3.49        Amended and Restated Agreement of Limited Partnership of Hancock
                Properties, Limited
    3.50        Amended and Restated Agreement of Limited Partnership of Southwood,
                L.P.
    3.51        Amended and Restated Agreement of Limited Partnership of Belmont
                Senior Apts., Ltd.
    3.52        Amended and Restated Agreement of Limited Partnership of Elkhart
                Apts., Ltd.
    3.53        Amended and Restated Agreement of Limited Partnership of Bryan
                Senior Village Limited Partnership
    3.54        Amended and Restated Agreement of Limited Partnership of Brubaker
                Square Limited Partnership
    3.55        Amended and Restated Agreement of Limited Partnership of Villa
                Allegra Limited Partnership
    3.56        Amended and Restated Agreement of Limited Partnership of Heritage
                Villas, L.P.
    3.57        Amended and Restated Agreement of Limited Partnership of Logansport
                Seniors Apts., a Louisiana Partnership Commendam
    3.58        Amended and Restated Agreement of Limited Partnership of Wynnwood
                Common Associates
    3.59        Amended and Restated Agreement of Limited Partnership of Piedmont
                Development Company of Lamar County, Ltd., (L.P.)
    3.60        Amended and Restated Agreement of Limited Partnership of Sonora
                Seniors Apts., Ltd.
    3.61        Amended and Restated Agreement of Limited Partnership of Fredericksburg
                Seniors, Ltd.
    3.62        Amended and Restated Agreement of Limited Partnership of Ozona
                Seniors, Ltd.
    3.63        Amended and Restated Agreement of Limited Partnership of Brackettville
                Seniors, Ltd.
    3.64        Amended and Restated Agreement of Limited Partnership of Timpson
                Seniors Apartments, Ltd.
    3.65        Amended and Restated Agreement of Limited Partnership of Chestnut
                Apartments Limited Partnership
    3.66        Amended and Restated Agreement of Limited Partnership of Jasper Villas
                Apartments Limited Partnership
    3.67        Amended and Restated Agreement of Limited Partnership of Norton Green
                Limited Partnership
    3.68        Amended and Restated Agreement of Limited Partnership of Jonesville
                Manor Limited Partnership
    3.69        Amended and Restated Agreement of Limited Partnership of Edmonton
                Senior, Ltd.
    3.70        Amended and Restated Agreement of Limited Partnership of Owingsville
                Senior, Ltd.
    3.71        Amended and Restated Agreement of Limited Partnership of Courtyard, Ltd.
    3.72        Amended and Restated Agreement of Limited Partnership of Rural
                Development Group
    3.73        Amended and Restated Agreement of Limited Partnership of Williston
                Properties, A Limited Partnership
    3.74        Amended and Restated Agreement of Limited Partnership of St. George
                Properties, A Limited Partnership
    3.75        Amended and Restated Agreement of Limited Partnership of Village
                Apartments of St. Joseph II Limited Partnership
    3.76        Amended and Restated Agreement of Limited Partnership of Village
                Apartments of Effingham Limited Partnership
    3.77        Amended and Restated Agreement of Limited Partnership of Village
                Apartments of Seymour II, L.P.
    3.78        Amended and Restated Agreement of Limited Partnership of Country Place
                Apartments - Portland II, Ltd.
    3.79        Amended and Restated Agreement of Limited Partnership of Country Place
                Apartments - Georgetown Limited Partnership
    3.80        Amended and Restated Agreement of Limited Partnership of South Timber
                Ridge Apts., Ltd.
    3.81        Amended and Restated Agreement of Limited Partnership of Cloverdale
                RRH Assoc.
    3.82        Amended and Restated Agreement of Limited Partnership of Shannon
                Apartments Limited Partnership
    3.83        Amended and Restated Agreement of Limited Partnership of Spruce
                Apartments Limited Partnership
    3.84        Amended and Restated Agreement of Limited Partnership of Carthage
                Senior, L.P.
    3.85        Amended and Restated Agreement of Limited Partnership of Ehrhardt
                Place Limited Partnership
    3.86        Amended and Restated Agreement of Limited Partnership of Country
                Place Apartments - Coal City, Limited Partnership
    5.10        Opinion regarding legality of Honigman Miller Schwartz and Cohn
    5.1.1       Opinion regarding legality of Riden, Earle & Kiefner, PA
    8.1         Tax opinion and consent of Honigman Miller Schwartz and Cohn
    8.1.1       Tax opinion and consent of Riden, Earle & Kiefner, PA
    24.1        The consent of Spence, Marston & Bunch
    24.2        The consent of Spence, Marston, Bunch, Morris Co. appears on page II-7
    24.3        The consent of Goddard, Henderson, Godbee & Nichols, PC with respect
                to the financial statements of Lake Park Apartments, Ltd.
    24.4        The consent of Goddard, Henderson, Godbee & Nichols, PC with respect
                to the financial statements of Richland Elderly Housing, Ltd.
    24.5        The consent of Goddard, Henderson, Godbee & Nichols, PC with respect
                to the financial statements of Pearson Elderly Housing, Ltd.
    24.6        The consent of Goddard, Henderson, Godbee & Nichols, PC with respect
                to Mt. Vernon Elderly Housing, Ltd.
    24.7        The consent of Goddard, Henderson, Godbee & Nichols, PC with respect
                to the financial statements of Woodland Terrace Apartments, Ltd.
    24.8        The consent of Goddard, Henderson, Godbee & Nichols, PC with respect
                to the financial statements of Lakeland Elderly Housing, Ltd.
    24.9        The consent of Grana & Teibel, PC with respect to Lewiston LP.
    24.10       The consent of Beall & Company with respect to Nowata Properties.
    24.11       The consent of Beall & Company with respect to Sallisaw Properties.
    24.12       The consent of Beall & Company with respect to Poteau Properties II.
    24.13       The consent of Beall & Company with respect to Charleston Properties.
    24.14       The consent of Beall & Company with respect to Roland Properties II.
    24.15       The consent of Beall & Company with respect to Stilwell Properties.
    24.16       The consent of Donald W. Causey, CPA, PC.
    24.17       The consent of Charles Bailly & Company, CPA
    24.18       The consent of Honigman Miller Schwartz and Cohn to all references
                made to them in the Prospectus included as a part of the Registration
                Statement of Gateway Tax Credit Fund II Ltd., and all amendments thereto
    24.18.1     The consent of Riden, Earle, & Kiefner, PA to all references made to
                them in the Prospectus included as a part of the Registration Statement
                of Gateway Tax Credit Fund II Ltd., and all amendments thereto is
                included in Exhibit 8.1.1.
    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

    b. Reports filed on Form 8-K - NONE


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 2

    Apartment Properties

    Partnership
    - -----------



    Location
    - --------



    # of Units
    - ----------


    Mortgage
    Loan Balance
    - -------------

    Claxton Elderly

    Deerfield II

    Hartwell Family

    Cherrytree Apts.

    Springwood Apts.

    Lakeshore Apts.

    Lewiston

    Charleston

    Sallisaw II

    Pocola

    Inverness Club

    Pearson Elderly

    Richland Elderly

    Lake Park

    Woodland Terrace

    Mt. Vernon Elderly

    Lakeland Elderly

    Prairie Apartments

    Sylacauga Heritage

    Manchester Housing

    Durango C.W.W.

    Columbus Sr.

    Claxton, GA

    Douglas, GA

    Hartwell, GA

    Albion, PA

    Westfield, NY

    Tuskegee, AL

    Lewiston, NY

    Charleston, AR

    Sallisaw, OK

    Pocola, OK

    Inverness, FL

    Pearson, GA

    Richland, GA

    Lake Park, GA

    Waynesboro, GA

    Mt. Vernon, GA

    Lakeland, GA

    Eagle Butte, SD

    Sylacauga, AL

    Manchester, GA

    Durango, CO

    Columbus, KS

    24

    24

    24

    33

    32

    34

    25

    32

    47

    36

    72

    25

    33

    48

    30

    21

    29

    21

    44

    49

    24

    16

    $ 650,594

    693,691

    697,104

    1,185,983

    1,237,979

    1,041,632

    988,543

    833,262

    1,183,387

    975,990

    2,954,137

    618,193

    857,482

    1,468,888

    877,450

    567,380

    771,010

    965,104

    1,369,873

    1,439,766

    1,023,540

    431,580

         

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

         

    $ 22,832,568

         

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 2

    Apartment Properties

    Cost At Acquisition
    - --------------------

     




    Partnership
    - -----------




    Land
    - ----


    Buildings,
    Improvements
    and Equipment
    - -------------

    Net Improvements
    Capitalized
    Subsequent to
    Acquisition
    - ----------------

    Claxton Elderly

    Deerfield II

    Hartwell Family

    Cherrytree Apts.

    Springwood Apts.

    Lakeshore Apts.

    Lewiston

    Charleston

    Sallisaw II

    Pocola

    Inverness Club

    Pearson Elderly

    Richland Elderly

    Lake Park

    Woodland Terrace

    Mt. Vernon Elderly

    Lakeland Elderly

    Prairie Apartments

    Sylacauga Heritage

    Manchester Housing

    Durango C.W.W.

    Columbus Sr.

    $ 33,400

    33,600

    22,700

    62,000

    21,500

    28,600

    38,400

    16,000

    37,500

    22,500

    205,500

    15,000

    31,500

    88,000

    36,400

    21,750

    28,000

    66,500

    66,080

    36,000

    140,250

    64,373

    $ 766,138

    820,962

    836,998

    1,376,297

    1,451,283

    1,238,749

    1,178,185

    1,060,098

    1,480,089

    1,223,370

    3,111,565

    767,590

    1,027,512

    1,710,725

    1,047,107

    680,437

    930,574

    1,150,214

    1,648,081

    1,746,076

    1,123,454

    444,257

    $ 0

    0

    0

    19,769

    91,227

    23,748

    17,350

    0

    0

    0

    179,759

    (1,130)

    (1,141)

    (4,183)

    (2,548)

    (1,252)

    (2,759)

    71,734

    60,511

    2,208

    65,668

    20,593

     

    -----------

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

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

     

    $1,115,553

    $26,819,761

    $ 539,554

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 2

    Apartment Properties

    Gross Amount At Which Carried At December 31, 2003
    - --------------------



    Partnership
    - -----------



    Land
    - ----

    Buildings,
    Improvements
    and Equipment
    - -------------



    Total
    - -----

    Claxton Elderly

    Deerfield II

    Hartwell Family

    Cherrytree Apts.

    Springwood Apts.

    Lakeshore Apts.

    Lewiston

    Charleston

    Sallisaw II

    Pocola

    Inverness Club

    Pearson Elderly

    Richland Elderly

    Lake Park

    Woodland Terrace

    Mt. Vernon Elderly

    Lakeland Elderly

    Prairie Apartments

    Sylacauga Heritage

    Manchester Housing

    Durango C.W.W.

    Columbus Sr.

    $ 33,400

    33,600

    22,700

    62,000

    24,017

    28,600

    38,400

    16,000

    37,500

    22,500

    205,500

    15,000

    31,500

    88,000

    36,400

    21,750

    28,000

    82,474

    66,080

    36,000

    140,250

    69,607

    $ 766,138

    820,962

    836,998

    1,396,066

    1,539,993

    1,262,497

    1,195,535

    1,060,098

    1,480,089

    1,223,370

    3,291,324

    766,460

    1,026,371

    1,706,542

    1,044,559

    679,185

    927,815

    1,205,974

    1,708,592

    1,748,284

    1,189,122

    459,616

    $ 799,538

    854,562

    859,698

    1,458,066

    1,564,010

    1,291,097

    1,233,935

    1,076,098

    1,517,589

    1,245,870

    3,496,824

    781,460

    1,057,871

    1,794,542

    1,080,959

    700,935

    955,815

    1,288,448

    1,774,672

    1,784,284

    1,329,372

    529,223

     

    -----------

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

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

     

    $1,139,278

    $27,335,590

    $28,474,868

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003
    SERIES 2

    Apartment Properties

    Partnership
    - -----------



    Accumulated Depreciation
    - ------------------------



    Depreciable Life
    - ----------------

    Claxton Elderly

    Deerfield II

    Hartwell Family

    Cherrytree Apts.

    Springwood Apts.

    Lakeshore Apts.

    Lewiston

    Charleston

    Sallisaw II

    Pocola

    Inverness Club

    Pearson Elderly

    Richland Elderly

    Lake Park

    Woodland Terrace

    Mt. Vernon Elderly

    Lakeland Elderly

    Prairie Apartments

    Sylacauga Heritage

    Manchester Housing

    Durango C.W.W.

    Columbus Sr.

    374,381

    402,800

    413,089

    473,125

    539,855

    448,208

    396,924

    582,435

    793,187

    601,301

    1,530,383

    346,248

    458,045

    796,908

    470,254

    307,249

    415,535

    474,556

    615,970

    773,009

    413,898

    255,435

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-40

    5-40

    5-40

    5-25

    5-25

    5-27.5

    5-27.5

    5-30

    5-30

    5-30

    5-30

    5-30

    5-30

    5-40

    5-40

    5-30

    5-40

    5-27.5

     

    -----------

     
     

    $11,882,795

     
     

    ===========

     

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003
    SERIES 3

    Apartment Properties
    Partnership
    - -----------


    Location
    - --------


    # of Units
    - ----------

    Mortgage
    Loan Balance
    - -------------

    Poteau II

    Sallisaw

    Nowata Properties

    Waldron Properties

    Roland II

    Stilwell

    Birchwood Apts.

    Hornellsville

    Sunchase II

    CE McKinley II

    Weston Apartments

    Countrywood Apts.

    Wildwood Apts.

    Hancock

    Hopkins

    Elkhart Apts.

    Bryan Senior

    Brubaker Square

    Southwood

    Villa Allegra

    Belmont Senior

    Heritage Villas

    Logansport Seniors

    Poteau, OK

    Sallisaw, OK

    Oolagah, OK

    Waldron, AR

    Roland, OK

    Stilwell, OK

    Pierre, SD

    Arkport, NY

    Watertown, SD

    Rising Sun, MD

    Weston, AL

    Centreville, AL

    Pineville, LA

    Hawesville, KY

    Madisonville, KY

    Elkhart, TX

    Bryan, OH

    New Carlisle, OH

    Savannah, TN

    Celina, OH

    Cynthiana, KY

    Helena, GA

    Logansport, LA

    52

    52

    32

    24

    52

    48

    24

    24

    41

    16

    10

    40

    28

    12

    24

    54

    40

    38

    44

    32

    24

    25

    32

    $ 1,284,272

    1,297,915

    847,908

    632,176

    1,296,328

    1,178,418

    779,692

    883,836

    1,176,697

    586,880

    271,009

    1,184,216

    839,809

    355,562

    730,642

    1,113,479

    1,057,407

    1,102,852

    1,471,803

    884,163

    751,145

    670,384

    1,138,865

         

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

         

    $21,535,458

         

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 3

    Apartment Properties

    Cost At Acquisition
    - --------------------

     




    Partnership
    - -----------




    Land
    - ----


    Buildings,
    Improvements
    and Equipment
    - -------------

    Net Improvements
    Capitalized
    Subsequent to
    Acquisition
    - ----------------

    Poteau II

    Sallisaw

    Nowata Properties

    Waldron Properties

    Roland II

    Stilwell

    Birchwood Apts.

    Hornellsville

    Sunchase II

    CE McKinley II

    Weston Apartments

    Countrywood Apts.

    Wildwood Apts.

    Hancock

    Hopkins

    Elkhart Apts.

    Bryan Senior

    Brubaker Square

    Southwood

    Villa Allegra

    Belmont Senior

    Heritage Villas

    Logansport Seniors

    $ 76,827

    70,000

    45,500

    26,000

    70,000

    37,500

    116,740

    41,225

    113,115

    11,762

    0

    55,750

    48,000

    20,700

    43,581

    35,985

    74,000

    75,000

    15,000

    35,000

    43,600

    21,840

    27,621

    $ 1,712,321

    1,674,103

    1,102,984

    834,273

    1,734,010

    1,560,201

    885,923

    1,018,523

    1,198,373

    745,635

    339,144

    1,447,439

    1,018,897

    419,725

    885,087

    1,361,096

    1,102,728

    1,376,075

    1,769,334

    1,097,214

    891,543

    801,128

    1,058,773

    $ 0

    0

    0

    0

    0

    0

    70,312

    95,099

    92,449

    71,486

    7,063

    86,791

    29,682

    0

    (1,412)

    252,907

    11,564

    7,941

    18,860

    18,408

    0

    1,791

    298,357

     

    -----------

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

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

     

    $1,104,746

    $26,034,529

    $1,061,298

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 3

    Apartment Properties

    Gross Amount At Which Carried At December 31, 2003
    - --------------------



    Partnership
    - -----------



    Land
    - ----

    Buildings,
    Improvements
    and Equipment
    - -------------



    Total
    - -----

    Poteau II

    Sallisaw

    Nowata Properties

    Waldron Properties

    Roland II

    Stilwell

    Birchwood Apts.

    Hornellsville

    Sunchase II

    CE McKinley II

    Weston Apartments

    Countrywood Apts.

    Wildwood Apts.

    Hancock

    Hopkins

    Elkhart Apts.

    Bryan Senior

    Brubaker Square

    Southwood

    Villa Allegra

    Belmont Senior

    Heritage Villas

    Logansport Seniors

    $ 76,827

    70,000

    45,500

    26,000

    70,000

    37,500

    125,832

    41,225

    118,103

    11,749

    0

    55,750

    48,000

    20,700

    43,581

    23,378

    74,000

    75,000

    15,000

    35,000

    43,600

    21,840

    27,621

    $ 1,712,321

    1,674,103

    1,102,984

    834,273

    1,734,010

    1,560,201

    947,143

    1,113,622

    1,285,834

    817,134

    346,207

    1,534,230

    1,048,579

    419,725

    883,675

    1,626,610

    1,114,292

    1,384,016

    1,788,194

    1,115,622

    891,543

    802,919

    1,357,130

    $ 1,789,148

    1,744,103

    1,148,484

    860,273

    1,804,010

    1,597,701

    1,072,975

    1,154,847

    1,403,937

    828,883

    346,207

    1,589,980

    1,096,579

    440,425

    927,256

    1,649,988

    1,188,292

    1,459,016

    1,803,194

    1,150,622

    935,143

    824,759

    1,384,751

     

    -----------

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

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

     

    $1,106,206

    $27,094,367

    $28,200,573

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 3


    Partnership
    - -----------


    Accumulated Depreciation
    - ------------------------


    Depreciable Life
    - ----------------

    Poteau II

    Sallisaw

    Nowata Properties

    Waldron Properties

    Roland II

    Stilwell

    Birchwood Apts.

    Hornellsville

    Sunchase II

    CE McKinley II

    Weston Apartments

    Countrywood Apts.

    Wildwood Apts.

    Hancock

    Hopkins

    Elkhart Apts.

    Bryan Senior

    Brubaker Square

    Southwood

    Villa Allegra

    Belmont Senior

    Heritage Villas

    Logansport Seniors

    $ 1,073,995

    1,019,737

    663,634

    501,934

    1,081,419

    964,615

    432,245

    616,602

    575,815

    466,708

    199,259

    841,500

    530,813

    204,838

    431,266

    827,453

    678,212

    774,348

    841,135

    635,800

    309,811

    367,479

    377,041

    5-25

    5-25

    5-25

    5-25

    5-25

    5-25

    5-40

    5-27.5

    5-40

    5-27.5

    5-27.5

    5-27.5

    5-30

    5-27.5

    5-27.5

    5-25

    5-27.5

    5-27.5

    5-50

    5-27.5

    5-40

    5-30

    5-40

     

    -----------

     
     

    $14,415,659

     
     

    ===========

     

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 4

    Apartment Properties
    Partnership
    - -----------


    Location
    - --------


    # of Units
    - ----------

    Mortgage
    Loan Balance
    - -------------

    Alsace Village

    Seneca Apartments

    Eudora Senior

    Westville

    Wellsville Senior

    Stilwell II

    Spring Hill Senior

    Smithfield

    Tarpon Heights

    Oaks Apartments

    Wynnwood Common

    Chestnut Apartments

    St. George

    Williston

    Brackettville Sr.

    Sonora Seniors

    Ozona Seniors

    Fredericksburg Sr.

    St. Joseph

    Courtyard

    Rural Development

    Jasper Villas

    Edmonton Senior

    Jonesville Manor

    Norton Green

    Owingsville Senior

    Timpson Seniors

    Piedmont

    S.F. Arkansas City

    Soda Springs, ID

    Seneca, MO

    Eudora, KS

    Westville, OK

    Wellsville, KS

    Stilwell, OK

    Spring Hill, KS

    Smithfield, UT

    Galliano, LA

    Oakdale, LA

    Fairchance, PA

    Howard, SD

    St. George, SC

    Williston, SC

    Brackettville, TX

    Sonora, TX

    Ozona, TX

    Fredericksburg,TX

    St. Joseph, IL

    Huron, SD

    Ashland, ME

    Jasper, AR

    Edmonton, KY

    Jonesville, VA

    Norton, VA

    Owingsville, KY

    Timpson, TX

    Barnesville, GA

    Arkansas City, KS

    24

    24

    36

    36

    24

    52

    24

    40

    48

    32

    34

    24

    24

    24

    32

    32

    24

    48

    24

    21

    25

    25

    24

    40

    40

    22

    28

    36

    12

    $ 630,862

    602,129

    948,614

    850,187

    641,016

    1,275,280

    689,566

    1,523,154

    1,392,160

    817,625

    1,356,767

    846,320

    745,584

    790,178

    813,536

    834,429

    624,966

    1,191,674

    819,455

    704,300

    1,194,251

    850,224

    747,235

    1,336,779

    1,327,695

    699,078

    666,214

    1,032,185

    338,223

         

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

         

    $26,289,686

         

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 4

    Apartment Properties

    Cost At Acquisition
    - --------------------

     




    Partnership
    - -----------




    Land
    - ----


    Buildings,
    Improvements
    and Equipment
    - -------------

    Net Improvements
    Capitalized
    Subsequent to
    Acquisition
    - ----------------

    Alsace Village

    Seneca Apartments

    Eudora Senior

    Westville

    Wellsville Senior

    Stilwell II

    Spring Hill Senior

    Smithfield

    Tarpon Heights

    Oaks Apartments

    Wynnwood Common

    Chestnut Apartments

    St. George

    Williston

    Brackettville Sr.

    Sonora Seniors

    Ozona Seniors

    Fredericksburg Sr.

    St. Joseph

    Courtyard

    Rural Development

    Jasper Villas

    Edmonton Senior

    Jonesville Manor

    Norton Green

    Owingsville Senior

    Timpson Seniors

    Piedmont

    S.F. Arkansas City

    $ 15,000

    76,212

    50,000

    27,560

    38,000

    30,000

    49,800

    82,500

    85,000

    42,000

    68,000

    57,200

    22,600

    25,000

    28,600

    51,000

    40,000

    45,000

    28,000

    24,500

    38,200

    27,000

    40,000

    100,000

    120,000

    28,000

    13,500

    29,500

    16,800

    $ 771,590

    640,702

    1,207,482

    1,074,126

    772,971

    1,627,974

    986,569

    1,698,213

    1,408,434

    989,522

    1,578,814

    977,493

    915,400

    959,345

    963,366

    962,315

    719,843

    1,357,563

    940,580

    810,110

    1,361,892

    1,067,890

    866,714

    1,578,135

    1,535,373

    820,044

    802,416

    1,259,547

    395,228

    $ 44,778

    37,107

    22,551

    0

    (1)

    0

    0

    109,920

    769,580

    500,637

    55,100

    39,605

    1,024

    14,874

    50,297

    33,717

    42,246

    41,689

    8,303

    38,253

    28,911

    12,272

    0

    73,189

    105,810

    5,250

    0

    0

    0

     

    -----------

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

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

     

    $1,298,972

    $31,049,651

    $2,035,112

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 4

    Apartment Properties

    Gross Amount At Which Carried At December 31, 2003
    - --------------------



    Partnership
    - -----------



    Land
    - ----

    Buildings,
    Improvements
    and Equipment
    - -------------



    Total
    - -----

    Alsace Village

    Seneca Apartments

    Eudora Senior

    Westville

    Wellsville Senior

    Stilwell II

    Spring Hill Senior

    Smithfield

    Tarpon Heights

    Oaks Apartments

    Wynnwood Common

    Chestnut Apartments

    St. George

    Williston

    Brackettville Sr.

    Sonora Seniors

    Ozona Seniors

    Fredericksburg Sr.

    St. Joseph

    Courtyard

    Rural Development

    Jasper Villas

    Edmonton Senior

    Jonesville Manor

    Norton Green

    Owingsville Senior

    Timpson Seniors

    Piedmont

    S.F. Arkansas City

    $ 15,000

    77,721

    64,278

    27,560

    38,000

    30,000

    49,800

    115,040

    85,000

    42,000

    81,233

    63,800

    22,600

    25,000

    28,600

    51,000

    40,000

    45,000

    28,000

    29,090

    38,200

    27,000

    40,000

    100,000

    120,000

    28,000

    13,500

    29,500

    16,800

    $ 816,368

    676,300

    1,215,755

    1,074,126

    772,970

    1,627,974

    986,569

    1,775,593

    2,178,014

    1,490,159

    1,620,681

    1,010,498

    916,424

    974,219

    1,013,663

    996,032

    762,089

    1,399,252

    948,883

    843,773

    1,390,803

    1,080,162

    866,714

    1,651,324

    1,641,183

    825,294

    802,416

    1,259,547

    395,228

    $ 831,368

    754,021

    1,280,033

    1,101,686

    810,970

    1,657,974

    1,036,369

    1,890,633

    2,263,014

    1,532,159

    1,701,914

    1,074,298

    939,024

    999,219

    1,042,263

    1,047,032

    802,089

    1,444,252

    976,883

    872,863

    1,429,003

    1,107,162

    906,714

    1,751,324

    1,761,183

    853,294

    815,916

    1,289,047

    412,028

     

    -----------

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

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

     

    $1,371,722

    $33,012,013

    $34,383,735

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 4

    Apartment Properties

    Partnership
    - -----------



    Accumulated Depreciation
    - ------------------------



    Depreciable Life
    - ----------------

    Alsace Village

    Seneca Apartments

    Eudora Senior

    Westville

    Wellsville Senior

    Stilwell II

    Spring Hill Senior

    Smithfield

    Tarpon Heights

    Oaks Apartments

    Wynnwood Common

    Chestnut Apartments

    St. George

    Williston

    Brackettville Sr.

    Sonora Seniors

    Ozona Seniors

    Fredericksburg Sr.

    St. Joseph

    Courtyard

    Rural Development

    Jasper Villas

    Edmonton Senior

    Jonesville Manor

    Norton Green

    Owingsville Senior

    Timpson Seniors

    Piedmont

    S.F. Arkansas City

    $ 416,143

    402,200

    584,143

    525,933

    381,937

    797,813

    534,584

    579,650

    516,616

    370,453

    558,593

    406,074

    474,533

    485,645

    301,486

    313,290

    228,524

    434,275

    463,276

    395,200

    701,108

    375,224

    296,422

    801,010

    824,683

    278,465

    276,223

    443,859

    192,840

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-25

    5-27.5

    5-25

    5-40

    5-40

    5-40

    5-40

    5-40

    5-27.5

    5-27.5

    5-40

    5-40

    5-40

    5-40

    5-27.5

    5-27.5

    5-27.5

    5-40

    5-40

    5-27.5

    5-27.5

    5-40

    5-40

    5-27.5

    5-27.5

     

    -----------

     
     

    $13,360,202

     
     

    ===========

     

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 5

    Apartment Properties

    Partnership
    - -----------



    Location
    - --------



    # of Units
    - ----------


    Mortgage
    Loan Balance
    - -------------

    Seymour

    Effingham

    S.F. Winfield

    S.F.Medicine Lodge

    S.F. Ottawa

    S.F. Concordia

    Highland View

    Carrollton Club

    Scarlett Oaks

    Brooks Hill

    Greensboro

    Greensboro II

    Pine Terrace

    Shellman

    Blackshear

    Crisp Properties

    Crawford

    Yorkshire

    Woodcrest

    Fox Ridge

    Redmont II

    Clayton

    Alma

    Pemberton Village

    Magic Circle

    Spring Hill

    Menard Retirement

    Wallis Housing

    Zapata Housing

    Mill Creek

    Portland II

    Georgetown

    Cloverdale

    S. Timber Ridge

    Pineville

    Ravenwood

    Seymour, IN

    Effingham, IL

    Winfield, KS

    Medicine Lodge,KS

    Ottawa, KS

    Concordia, KS

    Elgin, OR

    Carrollton, GA

    Lexington, SC

    Ellijay, GA

    Greensboro, GA

    Greensboro, GA

    Wrightsville, GA

    Shellman, GA

    Cordele, GA

    Cordele, GA

    Crawford, GA

    Wagoner, OK

    South Boston, VA

    Russellville, AL

    Red Bay, AL

    Clayton, OK

    Alma, AR

    Hiawatha, KS

    Eureka, KS

    Spring Hill, KS

    Menard, TX

    Wallis, TX

    Zapata, TX

    Grove, OK

    Portland, IN

    Georgetown, OH

    Chandler, TX

    Cloverdale, IN

    Pineville, MO

    Americus, GA

    37

    24

    12

    16

    24

    20

    24

    78

    40

    44

    24

    33

    25

    27

    46

    31

    25

    60

    40

    24

    24

    24

    24

    24

    24

    36

    24

    24

    40

    60

    20

    24

    24

    44

    12

    24

    $ 1,225,695

    795,548

    329,885

    450,309

    567,030

    551,723

    707,344

    2,651,042

    1,374,246

    1,446,196

    724,474

    892,343

    718,849

    731,154

    1,305,951

    921,827

    736,894

    2,061,826

    1,267,343

    728,896

    688,171

    661,646

    726,079

    631,653

    647,456

    1,115,285

    621,697

    412,215

    968,741

    1,418,615

    577,046

    733,351

    750,490

    1,053,776

    316,594

    718,525

         

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

         

    $32,229,915

         

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 5

    Apartment Properties

    Cost At Acquisition
    - -------------------

     




    Partnership
    - -----------




    Land
    - ----


    Buildings,
    Improvements
    and Equipment
    - -------------

    Net Improvements
    Capitalized
    Subsequent to
    Acquisition
    - ----------------

    Seymour

    Effingham

    S.F. Winfield

    S.F.Medicine Lodge

    S.F. Ottawa

    S.F. Concordia

    Highland View

    Carrollton Club

    Scarlett Oaks

    Brooks Hill

    Greensboro

    Greensboro II

    Pine Terrace

    Shellman

    Blackshear

    Crisp Properties

    Crawford

    Yorkshire

    Woodcrest

    Fox Ridge

    Redmont II

    Clayton

    Alma

    Pemberton Village

    Magic Circle

    Spring Hill

    Menard Retirement

    Wallis Housing

    Zapata Housing

    Mill Creek

    Portland II

    Georgetown

    Cloverdale

    S. Timber Ridge

    Pineville

    Ravenwood

    $ 59,500

    38,500

    18,000

    21,600

    25,200

    28,000

    16,220

    248,067

    44,475

    0

    15,930

    21,330

    14,700

    13,500

    60,000

    48,000

    16,600

    100,000

    70,000

    39,781

    25,000

    35,600

    45,000

    12,020

    22,660

    70,868

    21,000

    13,900

    44,000

    28,000

    43,102

    0

    40,000

    43,705

    59,661

    14,300

    $ 1,452,557

    940,327

    382,920

    542,959

    687,929

    658,961

    830,471

    722,560

    992,158

    214,335

    61,495

    92,063

    196,071

    512,531

    413,143

    578,709

    187,812

    2,212,045

    842,335

    848,996

    814,432

    835,930

    912,710

    767,228

    749,504

    1,318,926

    721,251

    553,230

    1,120,538

    414,429

    410,683

    149,483

    583,115

    1,233,570

    328,468

    873,596

    $ 5,645

    1,790

    1,482

    8,365

    19,213

    8,947

    59,863

    2,247,274

    638,152

    1,545,343

    788,834

    975,271

    674,764

    375,617

    1,129,006

    500,362

    703,300

    298,797

    687,623

    1,164

    1,164

    0

    0

    (2,523)

    51,479

    59,584

    17,099

    11,203

    78,673

    1,299,240

    348,670

    825,720

    363,604

    42,716

    24,103

    13,100

     

    -----------

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

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

     

    $1,418,219

    $25,157,470

    $13,804,644

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 5

    Apartment Properties

    Gross Amount At Which Carried At December 31, 2003
    - --------------------



    Partnership
    - -----------



    Land
    - ----

    Buildings,
    Improvements
    and Equipment
    - -------------



    Total
    - -----

    Seymour

    Effingham

    S.F. Winfield

    S.F.Medicine Lodge

    S.F. Ottawa

    S.F. Concordia

    Highland View

    Carrollton Club

    Scarlett Oaks

    Brooks Hill

    Greensboro

    Greensboro II

    Pine Terrace

    Shellman

    Blackshear

    Crisp Properties

    Crawford

    Yorkshire

    Woodcrest

    Fox Ridge

    Redmont II

    Clayton

    Alma

    Pemberton Village

    Magic Circle

    Spring Hill

    Menard Retirement

    Wallis Housing

    Zapata Housing

    Mill Creek

    Portland II

    Georgetown

    Cloverdale

    S. Timber Ridge

    Pineville

    Ravenwood

    $ 59,500

    38,500

    18,000

    21,600

    25,200

    28,000

    16,220

    248,068

    44,475

    84,582

    15,930

    16,845

    14,700

    13,500

    60,000

    48,000

    16,600

    100,788

    70,000

    39,781

    25,000

    35,600

    45,000

    12,020

    22,660

    70,868

    21,000

    97,313

    46,323

    28,000

    15,000

    50,393

    40,000

    33,300

    60,006

    14,300

    $ 1,458,202

    942,117

    384,402

    551,324

    707,142

    667,908

    890,334

    2,969,833

    1,630,310

    1,675,096

    850,329

    1,071,819

    870,835

    888,148

    1,542,149

    1,079,071

    891,112

    2,510,054

    1,529,958

    850,160

    815,596

    835,930

    912,710

    764,705

    800,983

    1,378,510

    738,350

    481,020

    1,196,888

    1,713,669

    787,455

    924,810

    946,719

    1,286,691

    352,226

    886,696

    $ 1,517,702

    980,617

    402,402

    572,924

    732,342

    695,908

    906,554

    3,217,901

    1,674,785

    1,759,678

    866,259

    1,088,664

    885,535

    901,648

    1,602,149

    1,127,071

    907,712

    2,610,842

    1,599,958

    889,941

    840,596

    871,530

    957,710

    776,725

    823,643

    1,449,378

    759,350

    578,333

    1,243,211

    1,741,669

    802,455

    975,203

    986,719

    1,319,991

    412,232

    900,996

     

    -----------

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

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

     

    $1,597,072

    $38,783,261

    $40,380,333

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 5


    Partnership
    - -----------


    Accumulated Depreciation
    - ------------------------


    Depreciable Life
    - ----------------

    Seymour

    Effingham

    S.F. Winfield

    S.F.Medicine Lodge

    S.F. Ottawa

    S.F. Concordia

    Highland View

    Carrollton Club

    Scarlett Oaks

    Brooks Hill

    Greensboro

    Greensboro II

    Pine Terrace

    Shellman

    Blackshear

    Crisp Properties

    Crawford

    Yorkshire

    Woodcrest

    Fox Ridge

    Redmont II

    Clayton

    Alma

    Pemberton Village

    Magic Circle

    Spring Hill

    Menard Retirement

    Wallis Housing

    Zapata Housing

    Mill Creek

    Portland II

    Georgetown

    Cloverdale

    S. Timber Ridge

    Pineville

    Ravenwood

    $ 695,311

    443,106

    189,001

    243,723

    342,021

    326,960

    309,430

    1,252,460

    681,877

    687,172

    338,546

    426,470

    358,641

    373,562

    622,236

    448,484

    366,321

    692,032

    506,392

    246,511

    239,536

    389,058

    466,772

    358,155

    365,836

    680,933

    186,437

    244,344

    372,481

    849,233

    299,515

    336,295

    460,937

    641,240

    198,113

    248,498

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-40

    5-27.5

    5-27.5

    5-27.5

    5-30

    5-30

    5-30

    5-30

    5-30

    5-30

    5-30

    5-50

    5-40

    5-50

    5-50

    5-27.5

    5-25

    5-27.5

    5-27.5

    5-25

    5-30

    5-30

    5-27.5

    5-25

    5-27.5

    5-50

    5-27.5

    5-25

    5-27.5

    5-27.5

     

    -----------

     
     

    $15,887,639

     
     

    ===========

     

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 6

    Apartment Properties

    Partnership
    - -----------



    Location
    - --------



    # of Units
    - ----------


    Mortgage
    Loan Balance
    - -------------

    Spruce

    Shannon Apartments

    Carthage

    Mt. Crest

    Coal City

    Blacksburg Terrace

    Frazier

    Ehrhardt

    Sinton

    Frankston

    Flagler Beach

    Oak Ridge

    Monett

    Arma

    Southwest City

    Meadowcrest

    Parsons

    Newport Village

    Goodwater Falls

    Northfield Station

    Pleasant Hill Square

    Winter Park

    Cornell

    Heritage Drive S.

    Brodhead

    Mt. Vilage

    Hazelhurst

    Sunrise

    Stony Creek

    Logan Place

    Haines

    Maple Wood

    Summerhill

    Dorchester

    Lancaster

    Autumn Village

    Hardy

    Dawson

    Pierre, SD

    O'Neill, NE

    Carthage, MO

    Enterprise, OR

    Coal City, IL

    Blacksburg, SC

    Smyrna, DE

    Ehrhardt, SC

    Sinton, TX

    Frankston, TX

    Flagler Beach, FL

    Williamsburg, KY

    Monett, MO

    Arma, KS

    Southwest City, MO

    Luverne, AL

    Parsons, KS

    Newport, TN

    Jenkins, KY

    Corbin, KY

    Somerset, KY

    Mitchell, SD

    Watertown, SD

    Jacksonville, TX

    Brodhead, KY

    Mt. Vernon, KY

    Hazlehurst, MS

    Yankton, SD

    Hooversville, PA

    Logan, OH

    Haines, AK

    Barbourville, KY

    Gassville, AR

    St. George, SC

    Mountain View, AR

    Harrison, AR

    Hardy, AR

    Dawson, GA

    24

    16

    24

    39

    24

    32

    30

    16

    32

    24

    43

    24

    32

    28

    12

    32

    48

    40

    36

    24

    24

    24

    24

    40

    24

    24

    32

    33

    32

    40

    32

    24

    28

    12

    33

    16

    24

    40

    $ 905,950

    530,355

    566,733

    993,673

    968,372

    1,074,959

    1,458,692

    556,320

    842,879

    555,325

    1,371,004

    805,097

    780,463

    711,594

    315,747

    997,273

    1,247,989

    1,289,362

    1,101,915

    791,784

    775,536

    993,167

    862,507

    973,285

    780,163

    777,208

    960,807

    1,150,702

    1,331,140

    1,242,305

    2,364,192

    789,734

    789,461

    459,641

    1,095,090

    175,922

    304,947

    1,176,338

         

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

         

    $34,867,631

         

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 6

    Apartment Properties

    Cost At Acquisition
    - --------------------

     




    Partnership
    - -----------




    Land
    - ----


    Buildings,
    Improvements
    and Equipment
    - -------------

    Net Improvements
    Capitalized
    Subsequent to
    Acquisition
    - ----------------

    Spruce

    Shannon Apartments

    Carthage

    Mt. Crest

    Coal City

    Blacksburg Terrace

    Frazier

    Ehrhardt

    Sinton

    Frankston

    Flagler Beach

    Oak Ridge

    Monett

    Arma

    Southwest City

    Meadowcrest

    Parsons

    Newport Village

    Goodwater Falls

    Northfield Station

    Pleasant Hill Square

    Winter Park

    Cornell

    Heritage Drive S.

    Brodhead

    Mt. Vilage

    Hazelhurst

    Sunrise

    Stony Creek

    Logan Place

    Haines

    Maple Wood

    Summerhill

    Dorchester

    Lancaster

    Autumn Village

    Hardy

    Dawson

    $ 60,040

    5,000

    115,814

    64,914

    60,055

    39,930

    51,665

    9,020

    42,103

    30,000

    118,575

    40,000

    170,229

    85,512

    67,303

    72,500

    49,780

    61,350

    32,000

    44,250

    35,000

    95,000

    32,000

    44,247

    21,600

    55,000

    60,000

    90,000

    0

    39,300

    189,323

    79,000

    23,000

    13,000

    37,500

    20,000

    0

    40,000

    $ 108,772

    94,494

    578,597

    1,143,675

    1,121,477

    1,278,860

    1,619,209

    671,750

    985,010

    639,068

    1,534,541

    995,782

    782,795

    771,316

    319,272

    1,130,651

    1,483,188

    1,470,505

    1,142,517

    977,220

    893,323

    1,121,119

    1,017,572

    1,151,157

    932,468

    884,596

    1,118,734

    1,269,252

    1,428,656

    1,477,527

    2,851,953

    924,144

    788,157

    239,455

    1,361,272

    595,604

    473,695

    346,569

    $ 977,920

    588,527

    52,987

    42,771

    109,066

    53,316

    5,968

    5,006

    25,946

    7,863

    0

    2,184

    27,838

    32,064

    29,263

    17,711

    0

    109,978

    240,461

    1,091

    33,603

    70,015

    74,424

    13,305

    17,088

    7,504

    47,836

    70,872

    220,627

    10,085

    367

    30,846

    33,083

    308,747

    (12,898)

    478

    463,249

    1,088,404

     

    -----------

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

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

     

    $2,094,010

    $37,723,952

    $4,807,595

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 6

    Apartment Properties

    Gross Amount At Which Carried At December 31, 2003



    Partnership
    - -----------



    Land
    - ----

    Buildings,
    Improvements
    and Equipment
    - -------------



    Total
    - -----

    Spruce

    Shannon Apartments

    Carthage

    Mt. Crest

    Coal City

    Blacksburg Terrace

    Frazier

    Ehrhardt

    Sinton

    Frankston

    Flagler Beach

    Oak Ridge

    Monett

    Arma

    Southwest City

    Meadowcrest

    Parsons

    Newport Village

    Goodwater Falls

    Northfield Station

    Pleasant Hill Square

    Winter Park

    Cornell

    Heritage Drive S.

    Brodhead

    Mt. Vilage

    Hazelhurst

    Sunrise

    Stony Creek

    Logan Place

    Haines

    Maple Wood

    Summerhill

    Dorchester

    Lancaster

    Autumn Village

    Hardy

    Dawson

    $ 86,308

    18,406

    116,842

    64,914

    60,055

    39,930

    51,665

    9,020

    42,103

    30,000

    118,575

    40,000

    173,213

    89,512

    80,536

    79,100

    49,780

    61,350

    32,000

    44,250

    29,550

    95,556

    36,012

    37,440

    21,600

    55,000

    60,000

    112,363

    104,800

    39,300

    189,323

    79,000

    23,000

    13,000

    37,500

    20,000

    21,250

    40,000

    $ 1,060,424

    669,615

    630,556

    1,186,446

    1,230,543

    1,332,176

    1,625,177

    676,756

    1,010,956

    646,931

    1,534,541

    997,966

    807,649

    799,380

    335,302

    1,141,762

    1,483,188

    1,580,483

    1,382,978

    978,311

    932,376

    1,190,578

    1,087,984

    1,171,269

    949,556

    892,100

    1,166,570

    1,317,761

    1,544,483

    1,487,612

    2,852,320

    954,990

    821,240

    548,202

    1,348,374

    596,082

    915,694

    1,434,973

    $ 1,146,732

    688,021

    747,398

    1,251,360

    1,290,598

    1,372,106

    1,676,842

    685,776

    1,053,059

    676,931

    1,653,116

    1,037,966

    980,862

    888,892

    415,838

    1,220,862

    1,532,968

    1,641,833

    1,414,978

    1,022,561

    961,926

    1,286,134

    1,123,996

    1,208,709

    971,156

    947,100

    1,226,570

    1,430,124

    1,649,283

    1,526,912

    3,041,643

    1,033,990

    844,240

    561,202

    1,385,874

    616,082

    936,944

    1,474,973

     

    -----------

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

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

     

    $2,302,253

    $42,323,304

    $44,625,557

     

    ===========

    ============

    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003

    SERIES 6


    Partnership
    - -----------


    Accumulated Depreciation
    - ------------------------


    Depreciable Life
    - ----------------

    Spruce

    Shannon Apartments

    Carthage

    Mt. Crest

    Coal City

    Blacksburg Terrace

    Frazier

    Ehrhardt

    Sinton

    Frankston

    Flagler Beach

    Oak Ridge

    Monett

    Arma

    Southwest City

    Meadowcrest

    Parsons

    Newport Village

    Goodwater Falls

    Northfield Station

    Pleasant Hill Square

    Winter Park

    Cornell

    Heritage Drive S.

    Brodhead

    Mt. Vilage

    Hazelhurst

    Sunrise

    Stony Creek

    Logan Place

    Haines

    Maple Wood

    Summerhill

    Dorchester

    Lancaster

    Autumn Village

    Hardy

    Dawson

    $ 413,767

    208,092

    383,283

    560,206

    401,768

    632,561

    767,621

    290,609

    255,550

    162,713

    492,425

    437,076

    473,817

    445,395

    197,709

    376,169

    702,087

    713,846

    427,521

    306,385

    292,523

    454,538

    341,647

    553,429

    284,999

    272,985

    351,049

    563,795

    478,766

    553,716

    1,224,254

    415,720

    362,720

    225,000

    443,983

    189,665

    281,580

    372,025

    5-30

    5-40

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-50

    5-30

    5-40

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-40

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-40

    5-40

    5-25

    5-40

    5-50

    5-40

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-27.5

    5-40

    5-40

    5-40

    5-40

     

    -----------

     
     

    $16,310,634

     
     

    ===========

     

    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003
    GATEWAY TAX CREDIT FUND II LTD.
    NOTES TO SCHEDULE III

    Reconciliation of Land, Building & Improvements current year changes:

    SERIES 2

    Balance at beginning of period -
    December 31, 2002
     Additions during period:
      Acquisitions through foreclosure
      Other acquisitions
      Improvements, etc.
      Other


     Deductions during period:
      Cost of real estate sold
      Other





    66,818 
    1,634 

    - ---------




    - ---------


    $28,406,416 






    68,452 





    - ---------

    Balance at end of period -
    December 31, 2003

     


    $28,474,868 
    ============

    Reconciliation of Accumulated Depreciation current year changes:

    Balance at beginning of period -
    December 31, 2002
      Current year expense
      Less Accumulated Depreciation of real   estate sold
      Other



    865,601 



    - ---------


    $11,017,194 





    865,601 
    - ----------

    Balance at end of period -
    December 31, 2003

     


    $ 11,882,795 
    ===========


    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003
    GATEWAY TAX CREDIT FUND II LTD.
    NOTES TO SCHEDULE III

    Reconciliation of Land, Building & Improvements current year changes:

    SERIES 3

    Balance at beginning of period -
    December 31, 2002
     Additions during period:
      Acquisitions through foreclosure
      Other acquisitions
      Improvements, etc.
      Other


     Deductions during period:
      Cost of real estate sold
      Other





    214,875 


    - ---------


    132,688 
    72 
    - ---------


    $28,118,458 






    214,875 




    (132,760)
    - ---------

    Balance at end of period -
    December 31, 2003

     


    $28,200,573 
    ===========

    Reconciliation of Accumulated Depreciation current year changes:

    Balance at beginning of period -
    December 31, 2002
      Current year expense
      Less Accumulated Depreciation of real   estate sold
      Other



    974,696 

    (72)

    - --------

    $13,441,035 






    974,624 
    - ----------

    Balance at end of period -
    December 31, 2003

     


    $14,415,659 
    ============


    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003
    GATEWAY TAX CREDIT FUND II LTD.
    NOTES TO SCHEDULE III

    Reconciliation of Land, Building & Improvements current year changes:

    SERIES 4

    Balance at beginning of period -
    December 31, 2002
     Additions during period:
      Acquisitions through foreclosure
      Other acquisitions
      Improvements, etc.
      Other


     Deductions during period:
      Cost of real estate sold
      Other





    87,426 
    14,278 

    - ---------


    5,008 

    - ---------


    $34,287,039 






    101,704 




    (5,008)
    - ---------

    Balance at end of period -
    December 31, 2003

     


    $34,383,735 
    =============

    Reconciliation of Accumulated Depreciation current year changes:

    Balance at beginning of period -
    December 31, 2002
      Current year expense
      Less Accumulated Depreciation of real   estate sold
      Other



    1,045,236 

    (5,008)

    - ---------


    $ 12,319,974 





    1,040,228 
    - ----------

    Balance at end of period -
    December 31, 2003

     


    $13,360,202 
    ===========


    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003
    GATEWAY TAX CREDIT FUND II LTD.
    NOTES TO SCHEDULE III

    Reconciliation of Land, Building & Improvements current year changes:

    SERIES 5

    Balance at beginning of period -
    December 31, 2002
     Additions during period:
      Acquisitions through foreclosure
      Other acquisitions
      Improvements, etc.
      Other


     Deductions during period:
      Cost of real estate sold
      Other





    101,117 


    - ---------


    9,741 

    - ---------


    $40,288,957 






    101,117 




    (9,741)
    - ---------

    Balance at end of period -
    December 31, 2003

     


    $40,380,333 
    ============

    Reconciliation of Accumulated Depreciation current year changes:

    Balance at beginning of period -
    December 31, 2002
      Current year expense
      Less Accumulated Depreciation of real   estate sold
      Other



    1,276,928 

    (4,558)

    - --------


    $14,615,269 





    1,272,370 
    - ----------

    Balance at end of period -
    December 31, 2003

     


    $15,887,639 
    ============


    SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
    OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
    AS OF DECEMBER 31, 2003
    GATEWAY TAX CREDIT FUND II LTD.
    NOTES TO SCHEDULE III

    Reconciliation of Land, Building & Improvements current year changes:

    SERIES 6
    Balance at beginning of period -
    December 31, 2002
     Additions during period:
      Acquisitions through foreclosure
      Other acquisitions
      Improvements, etc.
      Other


     Deductions during period:
      Cost of real estate sold
      Other
















    159,520 


    - ---------


    14,047 

    - ---------













    $44,480,084 






    159,520 



    (14,047)
    - ----------

    Balance at end of period -
    December 31, 2003

     


    $44,625,557 
    ============

    Reconciliation of Accumulated Depreciation current year changes:

    Balance at beginning of period -
    December 31, 2002

      Current year expense
      Less Accumulated Depreciation of real   estate sold
      Other




    1,357,345 

    (299)

    - ----------


    $14,953,588 






    1,357,046 
    - ----------

    Balance at end of period -
    December 31, 2003

     


    $16,310,634 
    ============


    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
    AS OF DECEMBER 31, 2003

    SERIES 2



    PARTNERSHIP
    - -----------


    # OF
    UNITS
    - ------



    BALANCE
    - -------


    INTEREST
    RATE 
    - --------

    MONTHLY
    DEBT 
    SERVICE
    - --------


    TERM
    (YEARS)
    - ------

    Claxton Elderly

    Deerfield II

    Hartwell Family

    Cherrytree Apts.

    Springwood Apts.

    Lakeshore Apts.

    Lewiston

    Charleston

    Sallisaw II

    Pocola

    Inverness Club

    Pearson Elderly

    Richland Elderly

    Lake Park

    Woodland Terrace

    Mt. Vernon Elderly

    Lakeland Elderly

    Prairie Apartments

    Sylacauga Heritage

    Manchester Housing

    Durango C.W.W.

    Columbus Sr.

    24

    24

    24

    33

    32

    34

    25

    32

    47

    36

    72

    25

    33

    48

    30

    21

    29

    21

    44

    49

    24

    16

    $ 650,594

    693,691

    697,104

    1,185,983

    1,237,979

    1,041,632

    988,543

    833,262

    1,183,387

    975,990

    2,954,137

    618,193

    857,482

    1,468,888

    877,450

    567,380

    771,010

    965,104

    1,369,873

    1,439,766

    1,023,540

    431,580
    - -----------

    8.75%

    8.75%

    8.75%

    8.75%

    8.75%

    8.75%

    9.00%

    8.75%

    8.75%

    8.75%

    8.75%

    9.00%

    8.75%

    9.00%

    8.75%

    8.75%

    8.75%

    9.00%

    8.75%

    8.75%

    9.00%

    8.25%

    5,883

    6,284

    5,307

    9,011

    9,218

    7,905

    7,720

    6,333

    8,980

    7,407

    27,905

    4,926

    6,517

    11,466

    6,666

    4,309

    5,882

    7,515

    10,536

    10,958

    7,739

    3,102

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

       

    $22,832,568
    ===========

         

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
    AS OF DECEMBER 31, 2003

    SERIES 3



    PARTNERSHIP
    - -----------


    # OF
    UNITS
    - ------



    BALANCE
    - --------


    INTEREST
    RATE 
    - -------

    MONTHLY
    DEBT 
    SERVICE
    - -------


    TERM 
    (YEARS)
    - ------

    Poteau II

    Sallisaw

    Nowata Properties

    Waldron Properties

    Roland II

    Stilwell

    Birchwood Apts.

    Hornellsville

    Sunchase II

    CE McKinley II

    Weston Apartments

    Countrywood Apts.

    Wildwood Apts.

    Hancock

    Hopkins

    Elkhart Apts.

    Bryan Senior

    Brubaker Square

    Southwood

    Villa Allegra

    Belmont Senior

    Heritage Villas

    Logansport Seniors

    52

    52

    32

    24

    52

    48

    24

    24

    41

    16

    10

    40

    28

    12

    24

    54

    40

    38

    44

    32

    24

    25

    32

    $ 1,284,272

    1,297,915

    847,908

    632,176

    1,296,328

    1,178,418

    779,692

    883,836

    1,176,697

    586,880

    271,009

    1,184,216

    839,809

    355,562

    730,642

    1,113,479

    1,057,407

    1,102,852

    1,471,803

    884,163

    751,145

    670,384

    1,138,865
    - -----------

    9.50%

    9.50%

    9.50%

    9.00%

    9.50%

    9.50%

    9.50%

    9.00%

    9.00%

    8.75%

    9.00%

    9.00%

    9.50%

    9.50%

    8.75%

    9.00%

    10.00%

    9.00%

    9.25%

    9.00%

    9.00%

    8.75%

    8.75%

    10,682

    10,654

    6,905

    4,950

    10,657

    9,727

    6,410

    6,927

    9,279

    5,146

    2,131

    9,310

    6,906

    3,119

    5,815

    9,198

    9,455

    8,646

    11,752

    7,053

    6,001

    5,110

    6,745

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    40

    50

    50

    50

    50

    50

    50

    50

       

    $21,535,458
    ===========

         

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
    AS OF DECEMBER 31, 2003

    SERIES 4



    PARTNERSHIP
    - -----------


    # OF
    UNITS
    - -----



    BALANCE
    - -------


    INTEREST
    RATE  
    - -------

    MONTHLY
    DEBT 
    SERVICE
    - -------


    TERM 
    (YEARS)
    - ------

    Alsace Village

    Seneca Apartments

    Eudora Senior

    Westville

    Wellsville Senior

    Stilwell II

    Spring Hill Senior

    Smithfield

    Tarpon Heights

    Oaks Apartments

    Wynnwood Common

    Chestnut Apartments

    St. George

    Williston

    Brackettville Sr.

    Sonora Seniors

    Ozona Seniors

    Fredericksburg Sr.

    St. Joseph

    Courtyard

    Rural Development

    Jasper Villas

    Edmonton Senior

    Jonesville Manor

    Norton Green

    Owingsville Senior

    Timpson Seniors

    Piedmont

    S.F. Arkansas City

    24

    24

    36

    36

    24

    52

    24

    40

    48

    32

    34

    24

    24

    24

    32

    32

    24

    48

    24

    21

    25

    25

    24

    40

    40

    22

    28

    36

    12

    $ 630,862

    602,129

    948,614

    850,187

    641,016

    1,275,280

    689,566

    1,523,154

    1,392,160

    817,625

    1,356,767

    846,320

    745,584

    790,178

    813,536

    834,429

    624,966

    1,191,674

    819,455

    704,300

    1,194,251

    850,224

    747,235

    1,336,779

    1,327,695

    699,078

    666,214

    1,032,185

    338,223
    - -----------

    9.00%

    9.00%

    8.75%

    8.75%

    8.75%

    8.75%

    8.75%

    8.75%

    8.75%

    9.00%

    8.75%

    8.75%

    8.75%

    9.00%

    8.75%

    8.75%

    8.75%

    8.75%

    9.00%

    9.25%

    9.25%

    8.75%

    9.00%

    8.75%

    8.75%

    9.00%

    8.75%

    8.75%

    10.62%

    4,915

    4,692

    7,269

    6,448

    4,859

    9,672

    5,236

    11,746

    9,347

    6,663

    10,300

    6,419

    5,677

    6,147

    6,172

    6,337

    4,744

    9,050

    6,379

    5,622

    9,539

    6,450

    5,688

    10,159

    10,085

    5,297

    5,058

    7,856

    3,056

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

       

    $26,289,686
    ===========

         

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
    AS OF DECEMBER 31, 2003

    SERIES 5



    PARTNERSHIP
    - -----------


    # OF
    UNITS
    - -----



    BALANCE
    - -------


    INTEREST
    RATE  
    - -------

    MONTHLY
    DEBT 
    SERVICE
    - -------


    TERM 
    (YEARS)
    - ------

    Seymour

    Effingham

    S.F. Winfield

    S.F.Medicine Lodge

    S.F. Ottawa

    S.F. Concordia

    Highland View

    Carrollton Club

    Scarlett Oaks

    Brooks Hill

    Greensboro

    Greensboro II

    Pine Terrace

    Shellman

    Blackshear

    Crisp Properties

    Crawford

    Yorkshire

    Woodcrest

    Fox Ridge

    Redmont II

    Clayton

    Alma

    Pemberton Village

    Magic Circle

    Spring Hill

    Menard Retirement

    Wallis Housing

    Zapata Housing

    Mill Creek

    Portland II

    Georgetown

    Cloverdale

    S. Timber Ridge

    Pineville

    Ravenwood

    37

    24

    12

    16

    24

    20

    24

    78

    40

    44

    24

    33

    25

    27

    46

    31

    25

    60

    40

    24

    24

    24

    24

    24

    24

    36

    24

    24

    40

    60

    20

    24

    24

    44

    12

    24

    $ 1,225,695

    795,548

    329,885

    450,309

    567,030

    551,723

    707,344

    2,651,042

    1,374,246

    1,446,196

    724,474

    892,343

    718,849

    731,154

    1,305,951

    921,827

    736,894

    2,061,826

    1,267,343

    728,896

    688,171

    661,646

    726,079

    631,653

    647,456

    1,115,285

    621,697

    412,215

    968,741

    1,418,615

    577,046

    733,351

    750,490

    1,053,776

    316,594

    718,525
    - -----------

    8.75%

    8.75%

    11.37%

    10.62%

    10.62%

    11.87%

    8.75%

    7.75%

    8.25%

    8.25%

    7.75%

    7.75%

    8.25%

    8.25%

    8.25%

    8.25%

    8.25%

    8.25%

    8.25%

    9.00%

    8.75%

    8.25%

    8.75%

    8.75%

    8.75%

    8.25%

    8.75%

    8.75%

    8.75%

    8.25%

    8.75%

    8.25%

    8.75%

    8.75%

    8.25%

    7.25%

    9,346

    6,032

    3,016

    4,049

    5,126

    5,498

    5,473

    18,064

    9,870

    10,398

    4,937

    6,129

    5,172

    5,264

    9,389

    6,632

    5,302

    14,842

    9,402

    5,673

    5,355

    4,760

    8,018

    4,782

    4,913

    8,018

    4,715

    3,688

    7,377

    10,192

    4,388

    5,265

    5,693

    7,986

    2,318

    4,595

    50

    50

    50

    50

    50

    50

    40

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

       

    $32,229,915
    ===========

         

    GATEWAY TAX CREDIT FUND II LTD.
    SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
    AS OF DECEMBER 31, 2003

    SERIES 6



    PARTNERSHIP
    - -----------


    # OF
    UNITS
    - -----



    BALANCE
    - -------


    INTEREST
    RATE  
    - -------

    MONTHLY
    DEBT 
    SERVICE
    - -------


    TERM 
    (YEARS)
    - ------

    Spruce

    Shannon Apartments

    Carthage

    Mt. Crest

    Coal City

    Blacksburg Terrace

    Frazier

    Ehrhardt

    Sinton

    Frankston

    Flagler Beach

    Oak Ridge

    Monett

    Arma

    Southwest City

    Meadowcrest

    Parsons

    Newport Village

    Goodwater Falls

    Northfield Station

    Pleasant Hill Square

    Winter Park

    Cornell

    Heritage Drive S.

    Brodhead

    Mt. Vilage

    Hazelhurst

    Sunrise

    Stony Creek

    Logan Place

    Haines

    Maple Wood

    Summerhill

    Dorchester

    Lancaster

    Autumn Village

    Hardy

    Dawson

    24

    16

    24

    39

    24

    32

    30

    16

    32

    24

    43

    24

    32

    28

    12

    32

    48

    40

    36

    24

    24

    24

    24

    40

    24

    24

    32

    33

    32

    40

    32

    24

    28

    12

    33

    16

    24

    40

    $ 905,950

    530,355

    566,733

    993,673

    968,372

    1,074,959

    1,458,692

    556,320

    842,879

    555,325

    1,371,004

    805,097

    780,463

    711,594

    315,747

    997,273

    1,247,989

    1,289,362

    1,101,915

    791,784

    775,536

    993,167

    862,507

    973,285

    780,163

    777,208

    960,807

    1,150,702

    1,331,140

    1,242,305

    2,364,192

    789,734

    789,461

    459,641

    1,095,090

    175,922

    304,947

    1,176,338
    - -----------

    8.75%

    8.75%

    8.75%

    8.25%

    7.75%

    8.25%

    8.25%

    7.75%

    8.25%

    8.75%

    8.25%

    8.25%

    8.25%

    8.75%

    8.25%

    8.25%

    7.75%

    7.75%

    7.75%

    7.75%

    7.75%

    8.25%

    8.25%

    8.25%

    7.75%

    8.25%

    8.25%

    8.75%

    8.75%

    8.25%

    8.25%

    7.75%

    8.25%

    7.75%

    7.75%

    7.00%

    6.00%

    7.25%

    6,857

    4,014

    4,371

    7,150

    6,578

    7,738

    10,470

    3,791

    6,063

    4,207

    9,864

    5,800

    5,598

    5,388

    2,271

    7,160

    8,485

    8,798

    7,980

    5,379

    5,315

    7,131

    6,193

    6,990

    5,303

    5,574

    7,105

    8,711

    9,065

    8,909

    16,950

    5,381

    5,911

    3,118

    7,775

    2,608

    3,639

    7,524

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    50

    18

    50

       

    $34,867,631
    ===========

         

    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 II, LTD.
                     (A Florida Limited Partnership)
                              By: Raymond James Tax Credit Funds, Inc.



    Date: July 13, 2004               By:/s/ Ronald M. Diner
                                      Ronald M. Diner
                                      President



    Date: July 13, 2004               By:/s/ Sandra C. Humphreys
                                      Sandra C. Humphreys
                                      Secretary and Treasurer



    Date: July 13, 2004               By:/s/ Carol Georges
                                      Carol Georges
                                      Vice President and Director of Accounting


    CERTIFICATIONS*

    I, Ron Diner, certify that:

    1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund II, Ltd.;

    2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

    3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

    4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



    Date: July 13, 2004              By:/s/ Ronald M. Diner
                                     Ronald M. Diner
                                     President



    I, Carol Georges, certify that:

    1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund II, Ltd.;

    2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

    3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

    4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



    Date: July 13, 2004              By:/s/ Carol Georges
                                     Carol Georges
                                     Vice President and Director of Accounting