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GTWY2
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, 1999

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 ( I.R.S. 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)573-3800

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

Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class: 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, 1999
Beneficial Assignee Certificates 2,310
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, 1999, 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, 1999. 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, 1999, 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, 1999 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, 1999 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 15.1% of the Series'
total assets, Series 3 is 11.8%, Series 4 is 7.3%, Series 5 is 12.6% and
Series 6 is 13.7%. The following table provides certain summary
information regarding the Project Partnerships in which Gateway had an
interest as of December 31, 1998:

Item 2 - Properties (continued):

SERIES 2
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- -----
Claxton Elderly Claxton, GA 24 9/90 $ 799,538 100%
Deerfield II Douglas, GA 24 9/90 854,562 83%
Hartwell Family Hartwell, GA 24 9/90 859,698 96%
Cherrytree Apts. Albion, PA 33 9/90 1,439,636 91%
Springwood Apts. Westfield, NY 32 9/90 1,511,700 94%
Lakeshore Apts. Tuskegee, AL 34 9/90 1,267,543 91%
Lewiston Lewiston, NY 25 10/90 1,233,935 100%
Charleston Charleston, AR 32 9/90 1,076,098 81%
Sallisaw II Sallisaw, OK 47 9/90 1,517,589 96%
Pocola Pocola, OK 36 10/90 1,245,870 89%
Inverness Club Inverness, FL 72 9/90 3,496,824 93%
Pearson Elderly Pearson, GA 25 9/90 781,460 100%
Richland Elderly Richland, GA 33 9/90 1,057,871 91%
Lake Park Lake Park, GA 48 9/90 1,794,542 94%
Woodland Terrace Waynesboro, GA 30 9/90 1,079,615 97%
Mt. Vernon Elderly Mt. Vernon, GA 21 9/90 700,935 91%
Lakeland Elderly Lakeland, GA 29 9/90 955,815 93%
Prairie Apartments Eagle Butte, SD 21 10/90 1,257,226 100%
Sylacauga Heritage Sylacauga, AL 44 12/90 1,759,614 93%
Manchester Housing Manchester, GA 49 1/91 1,781,302 96%
Durango C.W.W. Durango, CO 24 1/91 1,292,590 100%
Columbus Seniors Columbus, KS 16 5/92 514,126 100%
----- -----------
723 $28,278,089
==== ===========

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

Inverness Club Ltd.'s fixed asset total is 12.4% 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 93% and its average effective annual
rental per unit was $4,584 ($382 per month) on December 31, 1998. 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, 1998 the real estate taxes were $64,017.

Item 2 - Properties (continued):

SERIES 3
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- -----
Poteau II Poteau, OK 52 8/90 $1,789,148 96%
Sallisaw Sallisaw, OK 52 8/90 1,744,103 100%
Nowata Properties Oolagah, OK 32 8/90 1,148,484 94%
Waldron Properties Waldron, AR 24 9/90 860,273 96%
Roland II Roland, OK 52 10/90 1,804,010 87%
Stilwell Stilwell, OK 48 10/90 1,597,701 92%
Birchwood Apts. Pierre, SD 24 9/90 1,051,392 92%
Hornellsville Arkport, NY 24 9/90 1,097,600 92%
Sunchase II Watertown, SD 41 9/90 1,344,334 98%
CE McKinley II Rising Sun, MD 16 9/90 796,134 100%
Weston Apartments Weston, AL 10 11/90 339,949 50%
Countrywood Apts. Centreville, AL 40 11/90 1,519,764 100%
Wildwood Apts. Pineville, LA 28 11/90 1,084,325 86%
Hancock Hawesville, KY 12 12/90 440,425 100%
Hopkins Madisonville, KY 24 12/90 927,256 100%
Elkhart Apts. Elkhart, TX 54 1/91 1,546,912 87%
Bryan Senior Bryan, OH 40 1/91 1,186,268 93%
Brubaker Square New Carlisle, OH 38 1/91 1,452,524 89%
Southwood Savannah, TN 44 1/91 1,792,293 100%
Villa Allegra Celina, OH 32 1/91 1,134,780 94%
Belmont Senior Cynthiana, KY 24 1/91 935,143 100%
Heritage Villas Helena, GA 25 3/91 823,974 92%
Logansport Seniors Logansport, LA 32 3/91 1,086,394 94%
---- -----------
768 $27,503,186
==== ===========

The average effective rental per unit is $2,937 per year ($245 per month).


Item 2 - Properties (continued):

SERIES 4
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ---- -------- -------- ------
Alsace Soda Springs, ID 24 12/90 $800,927 92%
Seneca Apartments Seneca, MO 24 2/91 724,685 100%
Eudora Senior Eudora, KS 36 3/91 1,257,482 94%
Westville Westville, OK 36 3/91 1,101,686 100%
Wellsville Senior Wellsville, KS 24 3/91 810,970 92%
Stilwell II Stilwell, OK 52 3/91 1,657,974 96%
Spring Hill Sr. Spring Hill, KS 24 3/91 1,036,369 100%
Smithfield Smithfield, UT 40 4/91 1,841,135 93%
Tarpon Heights Galliano, LA 48 4/91 1,493,434 98%
Oaks Apartments Oakdale, LA 32 4/91 1,032,509 97%
Wynnwood Common Fairchance, PA 34 4/91 1,679,018 97%
Chestnut Howard, SD 24 5/91 1,052,686 50%
Apts -St. George St. George, SC 24 6/91 940,861 88%
Williston Williston, SC 24 6/91 1,002,600 100%
Brackettville Sr. Brackettville, TX 32 6/91 991,966 94%
Sonora Seniors Sonora, TX 32 6/91 1,013,315 100%
Ozona Seniors Ozona, TX 24 6/91 759,843 96%
Fredericksburg Sr. Fredericksburg, TX 48 6/91 1,402,563 100%
St. Joseph St. Joseph, IL 24 6/91 976,453 100%
Courtyard Huron, SD 21 6/91 846,512 100%
Rural Development Ashland, ME 25 6/91 1,422,482 96%
Jasper Villas Jasper, AR 25 6/91 1,101,517 92%
Edmonton Senior Edmonton, KY 24 6/91 906,714 96%
Jonesville Manor Jonesville, VA 40 6/91 1,722,741 98%
Norton Green Norton, VA 40 6/91 1,695,989 100%
Owingsville Senior Owingsville, KY 22 8/91 848,044 100%
Timpson Seniors Timpson, TX 28 8/91 815,916 100%
Piedmont Barnesville, GA 36 8/91 1,289,047 89%
S.F. Arkansas City Arkansas City, KS 12 8/91 412,031 100%
---- ----------
879 32,637,469
==== ==========
The average effective rental per unit is $3,272 per year ($273 per month).

Item 2 - Properties (continued):

SERIES 5
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ---- -------- -------- -----
Seymour Seymour, IN 37 8/91 1,518,441 97%
Effingham Effingham, IL 24 8/91 980,617 100%
S.F. Winfield Winfield, KS 12 8/91 400,920 92%
S.F.Medicine Lodge Medicine Lodge,KS 16 8/91 564,559 94%
S.F. Ottawa Ottawa, KS 24 8/91 707,449 96%
S.F. Concordia Concordia, KS 20 8/91 686,962 100%
Highland View Elgin, OR 24 9/91 882,527 88%
Carrollton Club Carrollton, GA 78 9/91 3,217,901 95%
Scarlett Oaks Lexington, SC 40 9/91 1,675,974 100%
Brooks Hill Ellijay, GA 44 9/91 1,750,689 98%
Greensboro Greensboro, GA 24 9/91 866,259 96%
Greensboro II Greensboro, GA 33 9/91 1,088,664 100%
Pine Terrace Wrightsville, GA 25 9/91 885,185 92%
Shellman Shellman, GA 27 9/91 901,648 89%
Blackshear Cordele, GA 46 9/91 1,593,662 100%
Crisp Properties Cordele, GA 31 9/91 1,127,994 94%
Crawford Crawford, GA 25 9/91 907,712 100%
Yorkshire Wagoner, OK 60 9/91 2,543,876 97%
Woodcrest South Boston, VA 40 9/91 1,574,776 100%
Fox Ridge Russellville, AL 24 9/91 889,941 100%
Redmont II Red Bay, AL 24 9/91 840,596 100%
Clayton Clayton, OK 24 9/91 871,530 79%
Alma Alma, AR 24 9/91 957,710 100%
Pemberton Village Hiawatha, KS 24 9/91 766,979 88%
Magic Circle Eureka, KS 24 9/91 796,127 88%
Spring Hill Spring Hill, KS 36 9/91 1,449,378 94%
Menard Retirement Menard, TX 24 9/91 762,072 92%
Wallis Housing Wallis, TX 24 9/91 578,454 83%
Zapata Housing Zapata, TX 40 9/91 1,238,405 88%
Mill Creek Grove, OK 60 11/91 1,741,669 100%
Portland II Portland, IN 20 11/91 732,163 100%
Georgetown Georgetown, OH 24 11/91 921,985 96%
Cloverdale Cloverdale, IN 24 1/92 943,909 100%
So. Timber Ridge Chandler, TX 44 1/92 1,283,029 96%
Pineville Pineville, MO 12 5/92 391,889 100%
Ravenwood Americus, GA 24 1/94 887,896 85%
----- -----------
1,106 39,929,547
==== ===========
The average effective rental per unit is $3,141 per year ($262 per month).

Item 2 - Properties (continued):

SERIES 6
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- ------
Spruce Pierre, SD 24 11/91 1,122,161 92%
Shannon O'Neill, NE 16 11/91 650,675 100%
Carthage Carthage, MO 24 1/92 698,313 92%
Mountain Crest Enterprise, OR 39 3/92 1,238,874 85%
Coal City Coal City, IL 24 3/92 1,216,372 100%
Blacksburg Terrace Blacksburg, SC 32 4/92 1,323,070 100%
Frazer Place Smyrna, DE 30 4/92 1,673,104 100%
Ehrhardt Ehrhardt, SC 16 4/92 685,776 81%
Sinton Sinton, TX 32 4/92 1,039,306 94%
Frankston Frankston, TX 24 4/92 674,981 100%
Flagler Beach Flagler Beach, FL 43 5/92 1,653,116 100%
Oak Ridge Williamsburg, KY 24 5/92 1,037,966 100%
Monett Monett, MO 32 5/92 958,788 100%
Arma Arma, KS 28 5/92 870,842 93%
Southwest City Southwest City, MO 12 5/92 388,165 100%
Meadowcrest Luverne, AL 32 6/92 1,203,738 97%
Parsons Parsons, KS 48 7/92 1,532,968 100%
Newport Village Newport, TN 40 7/92 1,613,724 100%
Goodwater Falls Jenkins, KY 36 7/92 1,393,363 100%
Northfield Station Corbin, KY 24 7/92 1,022,561 92%
Pleasant Hill Somerset, KY 24 7/92 954,810 96%
Winter Park Mitchell, SD 24 7/92 1,252,759 96%
Cornell Watertown, SD 24 7/92 1,081,014 96%
Heritage Drive So. Jacksonville, TX 40 1/92 1,199,590 98%
Brodhead Brodhead, KY 24 7/92 956,534 75%
Mt. Village Mt. Vernon, KY 24 7/92 943,158 92%
Hazlehurst Hazlehurst, MS 32 8/92 1,181,404 100%
Sunrise Yankton, SD 33 8/92 1,366,792 97%
Stony Creek Hooversville, PA 32 8/92 1,649,283 84%
Logan Place Logan, OH 40 9/92 1,522,650 88%
Haines Haines, AK 32 8/92 3,030,343 88%
Maple Wood Barbourville, KY 24 8/92 1,007,744 96%
Summerhill Gassville, AR 28 9/92 841,241 96%
Dorchester St. George, SC 12 9/92 562,272 100%
Lancaster Mountain View, AR 33 9/92 1,382,821 100%
Autumn Village Harrison, AR 16 7/92 615,604 100%
Hardy Hardy, AR 24 7/92 936,545 92%
Dawson Dawson, GA 40 11/93 1,474,973 100%
---- ----------
1,086 43,957,400
===== ==========

The average effective rental per unit is $3,439 per year ($287 per month).



Item 2 - Properties (continued):

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

12/31/98
SERIES 2 SERIES 3 SERIES 4
Land $1,012,180 $ 985,546 $ 1,188,112
Land Improvements 123,358 242,943 143,608
Buildings 26,240,151 25,157,917 29,897,293
Furniture and Fixtures 902,400 1,116,780 1,408,453
Construction in Progress 0 0 0
----------- ----------- ----------
Properties, at Cost
Less: Accum.Depreciation 28,278,089 27,503,186 32,637,466
7,497,204 9,442,106 8,340,684
Properties, Net ----------- ------------ ----------
20,780,885 18,061,080 24,296,782
=========== =========== ===========

SERIES 5 SERIES 6 TOTAL
Land $ 1,456,671 $ 1,779,755 $ 6,422,264
Land Improvements 59,966 475,244 1,045,119
Buildings 36,889,183 39,742,035 157,926,579
Furniture and Fixtures 1,523,727 1,960,336 6,911,696
Construction in Progress 0 0 0
---------- ---------- -----------
Properties, at Cost 39,929,547 43,957,370 172,305,658
Less: Accum.Depreciation 9,481,184 9,550,937 44,312,115
---------- ---------- -----------
Properties, Net 30,448,363 34,406,433 127,993,543
=========== =========== ============

12/31/97
SERIES 2 SERIES 3 SERIES 4
Land $ 1,012,180 $ 985,546 $ 1,188,112
Land Improvements 118,113 242,943 123,230
Buildings 26,235,180 25,126,561 29,953,004
Furniture and Fixtures 887,906 1,079,796 1,345,403
Construction in Progress 0 0 9,011
---------- ---------- ----------
Properties, at Cost 28,253,379 27,434,846 32,618,760
Less: Accum.Depreciation 6,581,790 8,538,755 7,324,765
---------- ---------- ----------
Properties, Net 21,671,589 18,896,091 25,293,995
=========== =========== ===========

SERIES 5 SERIES 6 TOTAL
Land $ 1,461,156 $ 1,779,755 $ 6,426,749
Land Improvements 71,317 478,286 1,033,889
Buildings 36,827,233 39,721,640 157,863,618
Furniture and Fixtures 1,490,535 1,886,188 6,689,828
Construction in Progress 0 0 9,011
---------- ---------- -----------
Properties, at Cost 39,850,241 43,865,869 172,023,095
Less: Accum.Depreciation 8,170,490 8,136,483 38,752,283
---------- ---------- -----------
Properties, Net 31,679,751 35,729,386 133,270,812
=========== =========== ===========

12/31/96
SERIES 2 SERIES 3 SERIES 4
Land $ 1,012,180 $ 985,546 $ 1,188,112
Land Improvements 110,157 370,083 120,607
Buildings 26,256,812 24,975,936 29,950,050
Furniture and Fixtures 819,983 1,084,398 1,305,988
Construction in Progress 0 0 0
----------- ----------- -----------
Properties, at Cost 28,199,132 27,415,963 32,564,757
Less: Accum.Depreciation 5,649,101 7,624,569 6,264,280
----------- ----------- -----------
Properties, Net $22,550,031 $19,791,394 $26,300,477
=========== =========== ===========

SERIES 5 SERIES 6 TOTAL
Land $ 1,461,156 $ 1,779,755 $ 6,426,749
Land Improvements 71,068 449,010 1,120,925
Buildings 36,811,454 39,702,357 157,696,609
Furniture and Fixtures 1,468,845 1,821,854 6,501,068
Construction in Progress 0 0 0
----------- ----------- ------------
Properties, at Cost 39,812,523 43,752,976 171,745,351
Less: Accum.Depreciation 6,839,405 6,668,399 33,045,754
----------- ----------- ------------
Properties, Net $32,973,118 $37,084,577 $138,699,597
=========== =========== ============


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, 1999, 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, 1999
Beneficial Assignee Certificates 2,310
General Partner Interest 2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 2 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 41,405 $ 41,272 $ 36,217 $ 36,532 $ 34,922

Net Loss (221,305) (337,693) (582,633) (591,355) (756,064)
Equity in
Losses of
Project
Partnerships (126,899) (288,412) (527,175) (537,111) (699,847)
Total Assets 853,057 1,045,569 1,345,931 1,893,838 2,449,615

Investments
In Project
Partnerships 331,579 510,805 814,883 1,350,923 1,901,609

Per BAC: (A)

Tax Credits 166.30 166.40 166.40 166.30 166.30
Portfolio
Income 12.90 13.10 12.10 11.20 9.70
Passive Loss (144.60) (147.90) (141.90) (126.10) (131.30)

Net Loss (35.71) (54.48) (94.00) (95.41) (121.99)


FOR THE YEARS ENDED MARCH 31,:
SERIES 3 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 44,329 $ 65,111 $ 31,128 $ 31,179 $ 29,718

Net Loss (187,324) (221,508) (341,282) (470,880) (640,203)
Equity in
Losses of
Project
Partnerships (105,820) (198,168) (285,853) (421,996) (579,907)
Total Assets 669,866 846,210 1,043,223 1,362,838 1,805,494

Investments
In Project
Partnerships 218,820 378,000 584,189 901,663 1,348,162

Per BAC: (A)

Tax Credits 164.30 176.60 176.40 176.65 175.12
Portfolio
Income 14.10 20.10 13.90 14.00 12.00
Passive Loss (145.00) (154.10) (146.40) (143.30) (135.00)

Net Loss (33.99) (40.19) (61.93) (85.44) (116.17)


Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 4 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 46,672 $ 44,309 $ 41,455 $ 42,246 $ 40,437

Net Loss (348,671) (485,415) (696,010) (705,639) (758,528)
Equity in
Losses of
Project
Partnerships (208,919) (421,886) (635,178) (644,865) (694,726)
Total Assets 1,280,602 1,600,054 2,048,377 2,711,102 3,379,586

Investments
In Project
Partnerships 676,348 981,823 1,423,319 2,073,510 2,737,516

Per BAC: (A)

Tax Credits 168.60 168.60 168.60 168.60 168.30
Portfolio
Income 14.10 13.70 13.20 12.90 10.30
Passive Loss (136.00) (157.20) (149.30) (142.30) (134.60)

Net Loss (49.92) (69.50) (99.65) (101.02) (108.60)


FOR THE YEARS ENDED MARCH 31,:
SERIES 5 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 64,661 $ 54,417 $ 52,985 $ 54,273 $ 57,635

Net Loss (403,555) (813,502) (997,362) (781,436) (817,018)
Equity in
Losses of
Project
Partnerships (300,042) (728,729) (911,965) (700,127) (739,296)
Total Assets 1,932,914 2,306,065 3,078,890 4,041,606 4,790,100

Investments
In Project
Partnerships 1,145,581 1,500,087 2,268,632 3,211,868 3,950,979

Per BAC: (A)

Tax Credits 164.60 164.60 164.70 164.60 162.20
Portfolio
Income 14.40 14.10 13.10 12.50 10.90
Passive Loss (149.20) (141.60) (137.80) (124.30) (108.20)

Net Loss (46.37) (93.47) (114.60) (89.79) (93.88)


Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
SERIES 6 1999 1998 1997 1996 1995
---- --- ---- ---- ----
Total
Revenues $ 50,722 $ 49,707 $ 47,326 $ 48,446 $ 48,235

Net Loss (701,324) (870,137) (915,827) (821,024) (987,087)
Equity in
Losses of
Project
Partnerships (601,405) (761,923) (805,310) (710,986) (875,023)
Total Assets 3,272,734 3,930,665 4,748,789 5,612,685 6,375,252

Investments
In Project
Partnerships 2,464,086 3,102,793 3,912,526 4,769,625 5,525,062

Per BAC: (A)

Tax Credits 165.50 165.50 165.40 165.40 161.70
Portfolio
Income 12.90 12.90 11.30 10.70 7.70
Passive Loss (129.30) (124.30) (122.10) (117.30) (119.80)

Net Loss (68.71) (85.25) (89.72) (80.44) (96.71)

(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

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, except as
described below, interest income is comparable for the years ended March
31, 1999, March 31, 1998 and March 31, 1997. The General and
Administrative expenses - General Partner and General and Administrative
expenses - Other for the year ended March 31, 1999 are comparable to March
31, 1998 and March 31, 1997.

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 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, 1999, 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 94% at December 31, 1998.

Equity in Losses of Project Partnerships decreased from $288,412 for the
year ended March 31, 1998 to $126,899 for the year ended March 31, 1999.
This decrease was due to additional suspended losses of $575,862 as these
losses would reduce the investment in certain Project Partnerships below
zero. Equity in Losses of Project Partnerships of $288,412 for the year
ended March 31, 1998 were comparable to the year ended March 31, 1997. 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 $939,525, $935,616 and $919,877 for the
years ended December 31, 1996, 1997, and 1998 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 which meet
projections.

At March 31, 1999, the Series had $169,513 of short-term investments (Cash
and Cash Equivalents). It also had $351,965 in Zero Coupon Treasuries with
annual maturities providing $49,538 in fiscal year 1999 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
$221,305 for the year ending March 31, 1999. However, after adjusting for
Equity in Losses of Project Partnerships of $126,899 and the changes in
operating assets and liabilities, net cash used in operating activities was
$34,321, of which $37,895 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $42,983, consisting of $12,315 in
cash distributions from the Project Partnerships and $30,668 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, 1999 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 94% as of December 31, 1998.

Equity in Losses of Project Partnerships decreased from $285,853 for the
year ended March 31, 1997 to $198,168 for the year ended March 31, 1998 and
to $105,820 for the year ended March 31, 1999. These decreases were due to
suspended losses of $343,378, $463,688 and 548,603 for the years ended
March 31, 1997, 1998, and 1999 respectively. These losses would reduce the
investment in certain Project Partnerships below zero. (These Project
Partnerships reported depreciation and amortization of $925,984, $923,055
and $913,619 for the years ended December 31, 1996, 1997 and 1998,
respectively.) Overall, management believes these Project Partnerships
are operating as expected and are generating tax credits which meet
projections.

At March 31, 1999, the Series had $137,981 of short-term investments (Cash
and Cash Equivalents). It also had $313,065 in Zero Coupon Treasuries with
annual maturities providing $44,063 in fiscal year 1999 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
$187,324 for the year ended March 31, 1999. However, after adjusting for
Equity in Losses of Project Partnerships of $105,820 and the changes in
operating assets and liabilities, net cash used in operating activities was
$48,724, of which $50,027 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $51,083, consisting of $23,805,
adjusted by $14,515 included in Other Income, in cash distributions
received from the Project Partnerships and $27,278 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, 1999, 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 95% at December 31, 1998.

Equity in Losses of Project Partnerships decreased from $635,178 for the
year ended March 31, 1997 to $421,886 for the year ended March 31, 1998 and
to $208,919 for the year ended March 31, 1999. (These Project Partnerships
reported depreciation and amortization of $1,043,887, $1,060,885 and
$1,016,293 for the years ended December 31, 1996, 1997 and 1998,
respectively.) Overall, management believes these Project Partnerships
are operating as expected and are generating tax credits which meet
projections.

At March 31, 1999, the Series had $207,632 of short-term investments (Cash
and Cash Equivalents). It also had $396,622 in Zero Coupon Treasuries with
annual maturities providing $55,823 in fiscal year 1999 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
$348,671 for the year ended March 31, 1999. However, after adjusting for
Equity in Losses of Project Partnerships of $208,919 and the changes in
operating assets and liabilities, net cash used in operating activities was
$42,177, of which $45,817 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $52,933, consisting of $18,374 in
cash distributions from the Project Partnerships and $34,559 from matured
Zero Coupon Treasuries. There were no unusual events or trends to
describe.

A Project Partnership located in Howard, S.D. experienced significant
cash shortages from operations in 1998 due to low occupancy as a result of
layoffs at a local major employer. The local general partner partially
funded the deficit by lending $22,000 in 1997 and $15,855 in 1998, they
also have deferred management fees in the amount of $32,727 for these same
years. The project received approval for a $40 per unit rent increase as
of January 1999. Management does not expect any materially adverse effect
to Gateway from this Project Partnership.

Series 5 - Gateway closed this series on October 11, 1991 after receiving
$8,616,000 from 535 Assignees. As of March 31, 1999, 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 95% as of December 31, 1998.

Equity in Losses of Project Partnerships increased from $911,965 for the
year ended March 31, 1997 to $728,729 for the year ended March 31, 1998 and
decreased to $300,042 for the year ended March 31, 1999. (These Project
Partnerships reported depreciation and amortization of $1,380,487,
$1,331,686 and $1,312,998 for the years ended December 31, 1996, 1997 and
1998, respectively.) Overall, management believes these Project
Partnerships are operating as expected and are generating tax credits which
meet projections.

At March 31, 1999, the Series had $292,994 of short-term investments (Cash
and Cash Equivalents). It also had $494,339 in Zero Coupon Treasuries with
annual maturities providing $66,576 in fiscal year 1999 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
$403,555 for the year ended March 31, 1999. However, after adjusting for
Equity in Losses of Project Partnerships of $300,042 and the changes in
operating assets and liabilities, net cash used in operating activities was
$59,946, of which $62,738 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $72,127 consisting of $29,054 in
cash distributions from the Project Partnerships and $43,073 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, 1999, 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, 1998.

Equity in Losses of Project Partnerships increased from $805,310 for the
year ended March 31, 1997 to $761,923 for the year ended March 31, 1998 and
decreased to $601,405 for the year ended March 31, 1999. (These Project
Partnerships reported depreciation and amortization of $1,477,003,
$1,474,599 and $1,414,757 for the years ended December 31, 1996, 1997 and
1998, respectively.) Overall, management believes these Project
Partnerships are operating as expected and are generating tax credits which
meet projections.

At March 31, 1999, the Series had $408,672 of short-term investments (Cash
and Cash Equivalents). It also had $399,976 in Zero Coupon Treasuries with
annual maturities providing $55,000 in fiscal year 1999 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
$701,324 for the year ended March 31, 1999. However, after adjusting for
Equity in Losses of Project Partnerships of $601,405 and the changes in
operating assets and liabilities, net cash used in operating activities was
$60,465, of which $59,999 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $62,882 of which $27,865 was
received in cash distributions from the Project Partnerships and $35,017
from matured Zero Coupon Treasuries. There were no unusual events or
trends to describe.

Item 8. Financial Statements and Supplementary Data

INDEPENDENT AUDITOR'S REPORT

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, 1999 and 1998 and the related
statements of operations, partners' equity, and cash flows of each of the
five Series for each of the three years in the period ended March 31,
1999. These financial statements 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 underlying Project Partnerships owned by
Gateway Tax Credit Fund II Ltd. for each of the periods presented, the
investments in which are recorded using the equity method of accounting.
The investments in these partnerships total the following as of March 31,
1999 and 1998 and the equity in their losses total for each of the three
years in the period ended March 31, 1999:

Assets Partnership Loss
March 31, Year Ended March 31,
-------- --------------------
1999 1998 1999 1998 1997
---- ---- ---- ---- ----

Series 2 $186,641 $329,899 $107,106 $228,377 $293,789
Series 3 118,646 214,464 65,214 143,165 179,637
Series 4 471,161 706,006 187,477 320,588 335,255
Series 5 690,078 908,120 74,842 485,727 574,281
Series 6 1,122,059 1,528,537 301,060 506,231 518,594


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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing 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,
1999 and 1998, and the results of their operations and their cash flows for
each of the three years in the period ended March 31, 1999, in conformity
with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedules listed under
Item 14(a)(2) in the index are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, based on our audits and the reports of other auditors, fairly
state in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.



/s/ Spence, Marston, Bunch, Morris & Co.
SPENCE, MARSTON, BUNCH, MORRIS & CO.
Certified Public Accountants
Clearwater, Florida
July 6, 1999

PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998

SERIES 2 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 169,513 $ 160,851
Investments in Securities 49,538 47,501
---------- ----------
Total Current Assets 219,051 208,352

Investments in Securities 302,427 326,412
Investments in Project Partnerships, Net 331,579 510,805
---------- ----------
Total Assets $853,057 $1,045,569
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 44,229 46,190
---------- ----------
Total Current Liabilities 44,229 46,190
---------- ----------
Long-Term Liabilities:
Payable to General Partners 326,949 296,195
---------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 1999 and 1998 have
been 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, 37,228
at March 31, 1999 and 1998, issued and
outstanding 530,860 749,952
General Partners (48,981) (46,768)
---------- ----------
Total Partners' Equity 481,879 703,184
---------- ----------
Total Liabilities and Partners' Equity $853,057 $1,045,569
========== ==========


See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998
SERIES 3 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 137,981 $ 135,622
Investments in Securities 44,063 42,252
---------- ----------
Total Current Assets 182,044 177,874

Investments in Securities 269,002 290,336
Investments in Project Partnerships, Net 218,820 378,000
---------- ----------
Total Assets $ 669,866 $846,210
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 48,298 50,773
---------- ----------
Total Current Liabilities 48,298 50,773
---------- ----------
Long-Term Liabilities:
Payable to General Partners 248,238 234,783
---------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1999 and 1998 have been
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, 37,228 at
March 31, 1999 and 1998, issued and
outstanding 417,412 602,863
General Partners (44,082) (42,209)
----------- -----------
Total Partners' Equity 373,330 560,654
----------- -----------
Total Liabilities and Partners' Equity $ 669,866 $ 846,210
=========== ===========


See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998
SERIES 4 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 207,632 $ 196,876
Investments in Securities 55,823 53,529
----------- -----------
Total Current Assets 263,455 250,405

Investments in Securities 340,799 367,826
Investments in Project Partnerships, Net 676,348 981,823
----------- -----------
Total Assets $ 1,280,602 $1,600,054
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 53,248 56,202
---------- ----------
Total Current Liabilities 53,248 56,202
---------- ----------
Long-Term Liabilities:
Payable to General Partners 312,891 280,718
---------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1999 and 1998 have been
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, 37,228 at
March 31, 1999 and 1998, issued and
outstanding 965,972 1,311,156
General Partners (51,509) (48,022)
----------- -----------
Total Partners' Equity 914,463 1,263,134
----------- -----------
Total Liabilities and Partners' Equity $ 1,280,602 $1,600,054
=========== ===========


See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998
SERIES 5 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 292,994 $ 280,813
Investments in Securities 69,576 66,717
----------- -----------
Total Current Assets 362,570 347,530

Investments in Securities 424,763 458,448
Investments in Project Partnerships, Net 1,145,581 1,500,087
------------ ------------
Total Assets $ 1,932,914 $2,306,065
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 71,427 74,748
----------- -----------
Total Current Liabilities 71,427 74,748
----------- -----------
Long-Term Liabilities:
Payable to General Partners 308,232 274,507
----------- -----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1999 and 1998 have been
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, 37,228 at
March 31, 1999 and 1998, issued and
outstanding 1,613,346 2,012,865
General Partners (60,091) (56,055)
----------- -----------
Total Partners' Equity 1,553,255 1,956,810
----------- -----------
Total Liabilities and Partners' Equity $ 1,932,914 $2,306,065
=========== ===========


See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998
SERIES 6 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 408,672 $ 406,255
Investments in Securities 52,341 48,608
----------- -----------
Total Current Assets 461,013 454,863

Investments in Securities 347,635 373,009
Investments in Project Partnerships, Net 2,464,086 3,102,793
----------- -----------
Total Assets $ 3,272,734 $3,930,665
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 67,059 70,482
----------- -----------
Total Current Liabilities 67,059 70,482
----------- -----------
Long-Term Liabilities:
Payable to General Partners 388,370 341,554
----------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1999 and 1998 have been
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, 37,228 at
March 31, 1999 and 1998, issued and
outstanding 2,877,858 3,572,169
General Partners (60,553) (53,540)
---------- -----------
Total Partners' Equity 2,817,305 3,518,629
---------- ------------
Total Liabilities and Partners' Equity $3,272,734 $3,930,665
=========== ===========


See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998
TOTAL SERIES 2 - 6 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,216,792 $1,180,417
Investments in Securities 271,341 258,607
----------- -----------
Total Current Assets 1,488,133 1,439,024

Investments in Securities 1,684,626 1,816,031
Investments in Project Partnerships, Net 4,836,414 6,473,508
----------- -----------
Total Assets $ 8,009,173 $9,728,563
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 284,261 298,395
----------- -----------
Total Current Liabilities 284,261 298,395
----------- -----------
Long-Term Liabilities:
Payable to General Partners 1,584,680 1,427,757
----------- -----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 1999 and 1998 have
been 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, 37,228
at March 31, 1999 and 1998, issued and
outstanding 6,405,448 8,249,005
General Partners (265,216) (246,594)
----------- -----------
Total Partners' Equity 6,140,232 8,002,411
----------- -----------
Total Liabilities and Partners' Equity $ 8,009,173 $9,728,563
============ ============


See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

SERIES 2 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 34,468 $ 37,434 $ 36,217
Other Income 6,937 3,838 0
----------- ----------- ------------
Total Revenues 41,405 41,272 36,217
----------- ----------- ------------
Expenses:
Asset Management Fee-General
Partner 68,648 68,773 68,889
General and Administrative:
General Partner 7,433 8,267 6,792
Other 12,781 10,502 13,625
Amortization 46,949 3,011 2,369
----------- ----------- ------------
Total Expenses 135,811 90,553 91,675
----------- ----------- ------------
Loss Before Equity in Losses
of Project Partnerships (94,406) (49,281) (55,458)
Equity in Losses of Project
Partnerships (126,899) (288,412) (527,175)
----------- ----------- ------------
Net Loss $ (221,305) $ (337,693) $ (582,633)
=========== =========== ============
Allocation of Net Loss:
Assignees (219,092) (334,316) (576,807)
General Partners (2,213) (3,377) (5,826)
----------- ----------- ------------
$ (221,305) $ (337,693) $ (582,633)
=========== =========== ============
Net Loss Per Beneficial
Assignee Certificate $ (35.71) $ (54.48) $ (94.00)
Number of Beneficial Assignee =========== =========== ============
Certificates Outstanding 6,136 6,136 6,136
=========== =========== ============



See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

SERIES 3 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 29,814 $ 30,145 $ 31,128
Other Income 14,515 34,966 0
---------- ---------- ----------
Total Revenues 44,329 65,111 31,128
---------- ---------- ----------
Expenses:
Asset Management Fee-General
Partner 63,479 63,645 63,792
General and Administrative:
General Partner 7,771 8,481 7,102
Other 10,513 10,903 17,278
Amortization 44,070 5,422 (1,615)
---------- ---------- ----------
Total Expenses 125,833 88,451 86,557
---------- ---------- ----------
Loss Before Equity in Losses
of Project Partnerships (81,504) (23,340) (55,429)
Equity in Losses of Project
Partnerships (105,820) (198,168) (285,853)
----------- ----------- -----------
Net Loss $ (187,324) $ (221,508) $ (341,282)
=========== =========== ===========
Allocation of Net Loss:
Assignees (185,451) (219,293) (337,869)
General Partners (1,873) (2,215) (3,413)
----------- ----------- -----------
$ (187,324) $ (221,508) $ (341,282)
=========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (33.99) $ (40.19) $ (61.93)
Number of Beneficial Assignee =========== =========== ===========
Certificates Outstanding 5,456 5,456 5,456
=========== =========== ===========


See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

SERIES 4 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 39,022 $ 39,924 $ 41,455
Other Income 7,650 4,385 0
--------- --------- ---------
Total Revenues 46,672 44,309 41,455
--------- --------- ---------
Expenses:
Asset Management Fee - General
Partner 77,989 78,133 78,270
General and Administrative:
General Partner 9,798 10,693 8,953
Other 12,805 13,417 17,019
Amortization 85,832 5,595 (1,955)
---------- ---------- ---------
Total Expenses 186,424 107,838 102,287
---------- ---------- ---------
Loss Before Equity in Losses
of Project Partnerships (139,752) (63,529) (60,832)
Equity in Losses of Project
Partnerships (208,919) (421,886) (635,178)
---------- ---------- ----------
Net Loss $ (348,671) $(485,415) $(696,010)
========== ========== ==========
Allocation of Net Loss:
Assignees (345,184) (480,561) (689,050)
General Partners (3,487) (4,854) (6,960)
---------- ---------- ----------
$ (348,671) $(485,415) $(696,010)
========== ========== ==========
Net Loss Per Beneficial
Assignee Certificate $ (49.92) $ (69.50) $ (99.65)
Number of Beneficial Assignee ========== ========== ==========
Certificates Outstanding 6,915 6,915 6,915
========== ========== ==========



See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

SERIES 5 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 50,132 $ 51,284 $ 52,985
Other Income 14,529 3,133 0
---------- ---------- ----------
Total Revenues 64,661 54,417 52,985
---------- ---------- ----------
Expenses:
Asset Management Fee - General
Partner 96,461 96,663 96,844
General and Administrative:
General Partner 12,163 13,274 11,114
Other 19,611 16,492 19,418
Amortization 39,939 12,761 11,006
---------- ---------- ----------
Total Expenses 168,174 139,190 138,382
---------- ---------- ----------
Loss Before Equity in Losses
of Project Partnerships (103,513) (84,773) (85,397)
Equity in Losses of Project
Partnerships (300,042) (728,729) (911,965)
---------- ---------- ----------
Net Loss $ (403,555) $(813,502) $(997,362)
========== ========== ==========
Allocation of Net Loss:
Assignees (399,519) (805,367) (987,388)
General Partners (4,036) (8,135) (9,974)
---------- ---------- ----------
$ (403,555) $(813,502) $(997,362)
========== ========== ==========
Net Loss Per Beneficial
Assignee Certificate $ (46.37) $ (93.47) $ (114.60)
Number of Beneficial Assignee ========== ========== ==========
Certificates Outstanding 8,616 8,616 8,616
========== ========== ==========


See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

SERIES 6 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 46,807 $ 48,382 $ 47,326
Other Income 3,915 1,325 0
---------- ---------- ----------
Total Revenues 50,722 49,707 47,326
---------- ---------- ----------
Expenses:
Asset Management Fee - General
Partner 106,815 107,120 107,403
General and Administrative:
General Partner 12,839 14,012 11,732
Other 17,635 17,513 16,660
Amortization 13,352 19,276 22,048
---------- ---------- ----------
Total Expenses 150,641 157,921 157,843
---------- ---------- ----------
Loss Before Equity in Losses
of Project Partnerships (99,919) (108,214) (110,517)
Equity in Losses of Project
Partnerships (601,405) (761,923) (805,310)
---------- ---------- ----------
Net Loss $(701,324) $(870,137) $(915,827)
========== ========== ==========
Allocation of Net Loss:
Assignees (694,311) (861,436) (906,669)
General Partners (7,013) (8,701) (9,158)
---------- ---------- ----------
$(701,324) $(870,137) $(915,827)
========== ========== ==========
Net Loss Per Beneficial
Assignee Certificate $ (68.54) $ (85.25) $ (89.72)
Number of Beneficial Assignee ========== ========== ==========
Certificates Outstanding 10,105 10,105 10,105
========== ========== ==========


See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

TOTAL SERIES 2 - 6 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 200,243 $ 207,169 $ 209,111
Other Income 47,546 47,647 0
------------ ------------ ------------
Total Revenues 247,789 254,816 209,111
------------ ------------ ------------
Expenses:
Asset Management Fee-General
Partner 413,392 414,334 415,198
General and Administrative:
General Partner 50,004 54,727 45,693
Other 73,345 68,827 84,000
Amortization 230,142 46,065 31,853
------------ ------------ -----------
Total Expenses 766,883 583,953 576,744
------------ ------------ -----------
Loss Before Equity in Losses
of Project Partnerships (519,094) (329,137) (367,633)
Equity in Losses of Project
Partnerships (1,343,085) (2,399,118) (3,165,481)
------------ ------------ ------------
Net Loss $(1,862,179) $(2,728,255) $(3,533,114)
============ ============ ============
Allocation of Net Loss:
Assignees (1,843,557) (2,700,973) (3,497,783)
General Partners (18,622) (27,282) (35,331)
------------ ------------ ------------
$(1,862,179) $(2,728,255) $(3,533,114)
============ ============ ============



See accompanying notes to financial statements.


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

STATEMENTS OF PARTNERS' EQUITY

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



General
SERIES 2 Assignees Partners Total
--------- -------- -----


Balance at March 31, 1996 $ 1,661,075 $ (37,565) $ 1,623,510

Net Loss (576,807) (5,826) (582,633)
------------ ---------- ------------

Balance at March 31, 1997 1,084,268 (43,391) 1,040,877

Net Loss (334,316) (3,377) (337,693)
------------ ---------- -----------

Balance at March 31, 1998 749,952 (46,768) 703,184

Net Loss (219,092) (2,213) (221,305)
------------ ----------- -----------

Balance at March 31, 1999 $ 530,860 $ (48,981) $ 481,879
============ =========== ===========


See accompanying notes to financial statements.





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

STATEMENTS OF PARTNERS' EQUITY

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

General
SERIES 3 Assignees Partners Total
--------- -------- -----


Balance at March 31, 1996 $ 1,160,025 $ (36,581) $ 1,123,444

Net Loss (337,869) (3,413) (341,282)
------------ ----------- ------------

Balance at March 31, 1997 822,156 (39,994) 782,162

Net Loss (219,293) (2,215) (221,508)
------------ ----------- -----------

Balance at March 31, 1998 602,863 (42,209) 560,654

Net Loss (185,451) (1,873) (187,324)
------------ ------------ -----------

Balance at March 31, 1999 $ 417,412 $ (44,082) $ 373,330
============ ============ ===========




See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY

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

General
SERIES 4 Assignees Partners Total
--------- -------- -----


Balance at March 31, 1996 $ 2,480,767 $ (36,208) $ 2,444,559

Net Loss (689,050) (6,960) (696,010)
------------ ---------- ------------

Balance at March 31, 1997 1,791,717 (43,168) 1,748,549

Net Loss (480,561) (4,854) (485,415)
------------ ---------- ------------

Balance at March 31, 1998 1,311,156 (48,022) 1,263,134

Net Loss (345,184) (3,487) (348,671)
------------ ---------- ------------

Balance at March 31, 1999 $ 965,972 $ (51,509) $ 914,463
============ ========== ============


See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY

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

General
SERIES 5 Assignees Partners Total
--------- -------- -----


Balance at March 31, 1996 $ 3,805,620 $ (37,946) $ 3,767,674

Net Loss (987,388) (9,974) (997,362)
------------ ---------- ------------

Balance at March 31, 1997 2,818,232 (47,920) 2,770,312

Net Loss (805,367) (8,135) (813,502)
------------ ---------- ------------

Balance at March 31, 1998 2,012,865 (56,055) 1,956,810

Net Loss (399,519) (4,036) (403,555)
------------ ----------- ------------

Balance at March 31, 1999 $ 1,613,346 $ (60,091) $ 1,553,255
============ =========== ============



See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY

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

General
SERIES 6 Assignees Partners Total
--------- -------- -----


Balance at March 31, 1996 $ 5,340,274 $ (35,681) $ 5,304,593

Net Loss (906,669) (9,158) (915,827)
------------ ---------- ------------

Balance at March 31, 1997 4,433,605 (44,839) 4,388,766

Net Loss (861,436) (8,701) (870,137)
------------ ---------- ------------
Balance at March 31, 1998
3,572,169 (53,540) 3,518,629

Net Loss (694,311) (7,013) (701,324)
------------ ----------- ------------

Balance at March 31, 1999 $ 2,877,858 $ (60,553) $ 2,817,305
============ =========== ============



See accompanying notes to financial statements.


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

STATEMENTS OF PARTNERS' EQUITY

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

General
TOTAL SERIES 2 - 6 Assignees Partners Total
--------- -------- -----


Balance at March 31, 1996 $ 14,447,761 $ (183,981) $ 14,263,780

Net Loss (3,497,783) (35,331) (3,533,114)
------------- ----------- -------------

Balance at March 31, 1997 10,949,978 (219,312) 10,730,666

Net Loss (2,700,973) (27,282) (2,728,255)
------------- ----------- -------------

Balance at March 31, 1998 8,249,005 (246,594) 8,002,411

Net Loss (1,843,557) (18,622) (1,862,179)
------------- ----------- -------------

Balance at March 31, 1999 $ 6,405,448 $(265,216) $ 6,140,232
============= =========== =============



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, 1999, 1998 AND 1997:

SERIES 2 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (221,305) $ (337,693) $ (582,633)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 46,949 3,011 2,369
Accreted Interest Income on
Investments in Securities (25,554) (27,118) (28,749)
Equity in Losses of Project
Partnerships 126,899 288,412 527,175
Interest Income from
Redemption of Securities 16,834 13,627 10,358
Distributions Included in
Other Income (6,937) (3,838) 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 28,793 37,331 34,728
---------- ---------- ----------
Net Cash Used in Operating
Activities (34,321) (26,268) (36,752)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 12,315 16,493 6,497
Redemption of Investment in
Securities 30,668 32,065 33,297
---------- ---------- ----------
Net Cash Provided by
Investing Activities 42,983 48,558 39,794
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 8,662 22,290 3,042
Cash and Cash Equivalents at
Beginning of Year 160,851 138,561 135,519
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 169,513 $ 160,851 $ 138,561
========== ========== ==========

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, 1999, 1998 AND 1997:

SERIES 3 1999 1998 1997
- - ------ ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (187,324) $ (221,508) $ (341,282)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 44,070 5,422 (1,615)
Accreted Interest Income on
Investments in Securities (22,729) (24,121) (25,571)
Equity in Losses of Project
Partnerships 105,820 198,168 285,853
Interest Income from
Redemption of Securities 14,974 12,121 9,212
Distributions Included In
Other Income (14,515) (34,966) 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 10,980 24,495 22,486
---------- ---------- ----------
Net Cash Used in Operating
Activities (48,724) (40,389) (50,917)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 23,805 37,565 33,237
Redemption of Investment in
Securities 27,278 28,521 29,617
---------- ---------- ----------
Net Cash Provided by
Investing Activities 51,083 66,086 62,854
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 2,359 25,697 11,937
Cash and Cash Equivalents at
Beginning of Year 135,622 109,925 97,988
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 137,981 $ 135,622 $ 109,925
========== ========== ==========


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, 1999, 1998 AND 1997:
SERIES 4 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (348,671) $ (485,415) $ (696,010)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 85,832 5,595 (1,955)
Accreted Interest Income on
Investments in Securities (28,796) (30,559) (32,396)
Equity in Losses of Project
Partnerships 208,919 421,886 635,178
Interest Income from
Redemption of Securities 18,970 15,357 11,676
Distributions Included In
Other Income (7,650) (4,385) 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 29,219 37,092 33,284
---------- ---------- ----------
Net Cash Used in Operating
Activities (42,177) (40,429) (50,223)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 18,374 18,400 16,968
Redemption of Investment in
Securities 34,559 36,132 37,522
---------- ---------- ----------
Net Cash Provided by
Investing Activities 52,933 54,532 54,490
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 10,756 14,103 4,267
Cash and Cash Equivalents at
Beginning of Year 196,876 182,773 178,506
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 207,632 $ 196,876 $ 182,773
========== ========== ==========


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, 1999, 1998 AND 1997:
SERIES 5 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (403,555) $ (813,502) $ (997,362)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 39,939 12,761 11,006
Accreted Interest Income on
Investments in Securities (35,890) (38,088) (40,378)
Equity in Losses of Project
Partnerships 300,042 728,729 911,965
Interest Income from
Redemption of Securities 23,644 19,140 14,552
Distributions Included In
Other Income (14,529) (3,133) 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 30,403 40,677 34,644
---------- ---------- ----------
Net Cash Used in Operating
Activities (59,946) (53,416) (65,573)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 29,054 30,188 20,264
Redemption of Investment in
Securities 43,073 45,035 46,766
---------- ---------- ----------
Net Cash Provided by
Investing Activities 72,127 75,223 67,030
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 12,181 21,807 1,457
Cash and Cash Equivalents at
Beginning of Year 280,813 259,006 257,549
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 292,994 $ 280,813 $ 259,006
========== ========== ==========

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, 1999, 1998 AND 1997:
SERIES 6 1999 1998 1997
- -- ----- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (701,324) $ (870,137) $ (915,827)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 13,352 19,276 22,048
Accreted Interest Income on
Investments in Securities (29,359) (30,091) (30,456)
Equity in Losses of Project
Partnerships 601,405 761,923 805,310
Interest Income from
Redemption of Securities 15,983 12,262 8,978
Distributions Included In
Other Income (3,915) (1,325) 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 43,393 52,014 51,930
---------- ---------- ----------
Net Cash Used in Operating
Activities (60,465) (56,078) (58,017)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 27,865 29,859 29,740
Redemption of Investment in
Securities 35,017 35,738 36,022
---------- ---------- ----------
Net Cash Provided by
Investing Activities 62,882 65,597 65,762
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 2,417 9,519 7,745
Cash and Cash Equivalents at
Beginning of Year 406,255 396,736 388,991
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 408,672 $ 406,255 $ 396,736
========== ========== ==========

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, 1999, 1998 AND 1997:
TOTAL SERIES 2 - 6 1999 1998 1997
- ------------------ ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(1,862,179) $(2,728,255) $(3,533,114)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 230,142 46,065 31,853
Accreted Interest Income on
Investments in Securities (142,328) (149,977) (157,550)
Equity in Losses of Project
Partnerships 1,343,085 2,399,118 3,165,481
Interest Income from
Redemption of Securities 90,405 72,507 54,776
Distributions Included In
Other Income (47,546) (47,647) 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 142,788 191,609 177,072
----------- ----------- ----------
Net Cash Used in Operating
Activities (245,633) (216,580) (261,482)
----------- ----------- ----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 111,413 132,505 106,706
Redemption of Investment in
Securities 170,595 177,491 183,224
----------- ----------- ----------
Net Cash Provided by
Investing Activities 282,008 309,996 289,930
----------- ----------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 36,375 93,416 28,448
Cash and Cash Equivalents at
Beginning of Year 1,180,417 1,087,001 1,058,553
----------- ----------- ----------
Cash and Cash Equivalents at
End of Year $1,216,792 $1,180,417 $1,087,001
=========== =========== ===========


See accompanying notes to financial statements.


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

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1999, 1998 AND 1997

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, 1999, 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, 1999. 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 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. Distributions received from Project
Partnerships whose investment has been reduced to zero are included in
Other Income.

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

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


Cash and Cash Equivalents

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

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.

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

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


NOTE 3 - INVESTMENT IN SECURITIES:

The March 31, 1999 Balance Sheet includes Investment in Securities
consisting of U.S. Government Security Strips which represents their cost,
plus accreted interest income of $149,034 for Series 2, $132,562 for Series
3, $167,943 for Series 4, $209,319 for Series 5 and $145,663 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.

Gross Unrealized
Estimated Market Cost Plus Gains and
Value Accreted Interest (Losses)
----------------- ----------------- ----------------
Series 2 $ 379,988 $ 351,966 $ 28,022
Series 3 337,882 313,065 24,817
Series 4 428,229 396,622 31,607
Series 5 533,568 494,338 39,230
Series 6 430,861 399,976 30,885


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

Series 2 Series 3 Series 4
-------- -------- --------
Due within 1 year $ 49,537 $ 44,062 $ 55,824
After 1 year through 5 years 182,488 162,318 205,639
After 5 years through 10 years 119,941 106,685 135,159
----------- ----------- -----------
Total Amount Carried on
Balance Sheet $ 351,966 $ 313,065 $ 396,622
=========== =========== ===========


Series 5 Series 6 Total
-------- -------- --------
Due within 1 year $ 69,576 $ 52,341 $ 271,340
After 1 year through 5 years 256,304 203,738 1,010,487
After 5 years through 10 years 168,458 143,897 674,140
----------- ----------- ------------
Total Amount Carried on
Balance Sheet $ 494,338 $ 399,976 $ 1,955,967
=========== =========== ============


NOTE 4 - RELATED PARTY TRANSACTIONS:

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

The 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, 1999, 1998 and 1997 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.

1999 1998 1997
---- ---- ----
Series 2 $ 68,648 $ 68,773 $ 68,889
Series 3 63,479 63,645 63,792
Series 4 77,989 78,133 78,270
Series 5 96,461 96,663 96,844
Series 6 106,815 107,120 107,403
------------ ------------ ----------
Total $ 413,392 $ 414,334 $ 415,198
============ ============ ==========


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

1999 1998 1997
---- ---- ----
Series 2 $ 7,433 $ 8,267 $ 6,792
Series 3 7,771 8,481 7,102
Series 4 9,798 10,693 8,953
Series 5 12,163 13,274 11,114
Series 6 12,839 14,012 11,732
--------- --------- ---------
$ 50,004 $ 54,727 $ 45,693
Total ========= ========= =========



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 2

As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 4,524,678 $ 4,524,678

Cumulative equity in losses of Project
Partnerships (1) (4,437,682) (4,310,783)

Cumulative distributions received from
Project Partnerships (69,654) (64,276)
------------ ------------
Investment in Project Partnerships before
Adjustment 17,342 149,619

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 390,838 390,838
Accumulated amortization of acquisition
fees and expenses (76,601) (29,652)
------------ ------------

Investments in Project Partnerships $ 331,579 $ 510,805
============ ============

(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $1,142,213 for the year ended March 31, 1999 and cumulative suspended
losses of $566,351 for the year ended March 31, 1998 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 3

As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 3,888,713 $ 3,888,713

Cumulative equity in losses of Project
Partnerships (1) (3,927,601) (3,821,781)

Cumulative distributions received from
Project Partnerships (155,866) (146,576)
------------ ------------
Investment in Project Partnerships before
Adjustment (194,754) (79,644)

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 491,746 491,746
Accumulated amortization of acquisition
fees and expenses (78,172) (34,102)
------------- -------------

Investments in Project Partnerships $ 218,820 $ 378,000
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $1,581,681 for the year ended March 31, 1999 and cumulative suspended
losses of $1,033,078 for the year ended March 31, 1998 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 4

As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 4,952,519 $ 4,952,519

Cumulative equity in losses of Project
Partnerships (1) (4,634,186) (4,425,267)

Cumulative distributions received from
Project Partnerships (100,990) (90,266)
------------ ------------
Investment in Project Partnerships before
Adjustment 217,343 436,986

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 562,967 562,967
Accumulated amortization of acquisition
fees and expenses (103,962) (18,130)
----------- -----------

Investments in Project Partnerships $ 676,348 $ 981,823
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $1,002,895 for the year ended March 31, 1999 and cumulative suspended
losses of $496,384 for the year ended March 31, 1998 are not included.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 5

As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 6,164,472 $ 6,164,472

Cumulative equity in losses of Project
Partnerships (1) (5,407,399) (5,107,357)

Cumulative distributions received from
Project Partnerships (146,715) (132,190)
------------- -------------
Investment in Project Partnerships before
Adjustment 610,358 924,925

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 650,837 650,837
Accumulated amortization of acquisition
fees and expenses (115,614) (75,675)
----------- -----------

Investments in Project Partnerships $ 1,145,581 $ 1,500,087
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $929,309 for the year ended March 31, 1999 and cumulative suspended
losses of $248,554 for the year ended March 31, 1998 are not included.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 6

As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 7,462,215 $ 7,462,215

Cumulative equity in losses of Project
Partnerships (1) (5,496,224) (4,894,819)

Cumulative distributions received from
Project Partnerships (145,656) (121,706)
------------ ------------
Investment in Project Partnerships before
Adjustment 1,820,335 2,445,690

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 785,179 785,179
Accumulated amortization of acquisition
fees and expenses (141,428) (128,076)
------------ ------------

Investments in Project Partnerships $ 2,464,086 $ 3,102,793
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $598,829 for the year ended March 31, 1999 and cumulative suspended
losses of $218,323 for the year ended March 31, 1998 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, 1999 MARCH 31, 1998
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $26,992,597 $26,992,597

Cumulative equity in losses of Project
Partnerships (1) (23,903,092) (22,560,007)

Cumulative distributions received from
Project Partnerships (618,881) (555,014)
------------ ------------
Investment in Project Partnerships before
Adjustment 2,470,624 3,877,576

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 2,881,567 2,881,567
Accumulated amortization of acquisition
fees and expenses (515,777) (285,635)
------------- -------------

Investments in Project Partnerships $ 4,836,414 $ 6,473,508
============= =============

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,
1998 1997 1996
SERIES 2 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,786,180 $ 1,664,759 $ 1,604,887
Investment properties, net 20,780,885 21,671,589 22,550,031
Other assets 10,554 2,370 770
------------ ----------- ------------
Total assets $22,577,619 $23,338,718 $24,155,688
============ =========== ============
Liabilities and Partners' Equity:
Current liabilities 488,583 455,868 475,053
Long-term debt 23,166,342 23,216,826 23,263,436
------------ ----------- ------------
Total liabilities 23,654,925 23,672,694 23,738,489
------------ ----------- ------------
Partners' equity
Limited Partner (1,105,102) (387,627) 340,514
General Partners 27,796 53,651 76,685
------------ ----------- ------------
Total Partners' equity (1,077,306) (333,976) 417,199
------------ ----------- ------------
Total liabilities and
partners' equity $22,577,619 $23,338,718 $24,155,688
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 4,033,895 $ 3,928,831 $ 3,877,838
Expenses:
Operating expenses 1,709,810 1,656,842 1,505,411
Interest expense 2,114,068 2,052,361 2,087,442
Depreciation and amortization 919,877 935,616 939,525
------------ ------------ -----------
Total expenses 4,743,755 4,644,819 4,532,378
------------- ------------ ------------
Net loss $ (709,860) $ (715,988) $ (654,540)
============= ============ ============
Other partners' share of net loss (7,099) (7,160) (6,544)
============= =========== ============
Partnerships' share of net loss (702,761) (708,828) (647,996)

Suspended losses 575,862 420,416 120,821
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (126,899) $ (288,412) $ (527,175)
============ ============ ============


As of December 31, 1998, the largest Project Partnership constituted 12.3%
and 13.0%, and as of December 31, 1997 the largest Project Partnership
constituted 12.2% and 13.3% 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,
1998 1997 1996
SERIES 3 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $2,135,449 $ 2,087,969 $ 1,983,148
Investment properties, net 18,061,080 18,896,091 19,791,394
Other assets 212,500 216,421 225,290
------------ ------------ -----------
Total assets $20,409,029 $21,200,481 $21,999,832
============ ============ ===========
Liabilities and Partners' Equity:
Current liabilities 479,070 473,232 496,156
Long-term debt 21,720,128 21,786,186 21,846,525
------------ ------------ -----------
Total liabilities 22,199,198 22,259,418 22,342,681
------------ ------------ -----------
Partners' equity
Limited Partner (2,052,234) (1,365,169) (680,352)
General Partners 262,065 306,232 337,503
------------ ------------ -----------
Total Partners' equity (1,790,169) (1,058,937) (342,849)
------------- ------------ -----------
Total liabilities and
partners' equity $20,409,029 $21,200,481 $21,999,832
============ ============ ===========
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 3,873,356 $ 3,897,285 $ 3,860,435
Expenses:
Operating expenses 1,613,589 1,630,694 1,543,041
Interest expense 2,009,194 2,012,078 2,029,124
Depreciation and amortization 913,619 923,055 925,984
------------ ------------ -----------
Total expenses 4,536,402 4,565,827 4,498,149

Net loss $ (663,046) $ (668,542) $ (637,714)
============ ============ ============
Other partners' share of net loss (8,623) (6,686) (8,583)
============ ============ ============
Partnerships' share of net loss (654,423) (661,856) (629,131)

Suspended losses 548,603 463,688 343,278
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (105,820) $ (198,168) $ (285,853)
============ ============ ============


As of December 31, 1998, the largest Project Partnership constituted 7.8%
and 6.5%, and as of December 31, 1997 the largest Project Partnership
constituted 7.6% and 6.5% 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,
1998 1997 1996
SERIES 4 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,258,054 $ 2,041,655 $ 1,953,151
Investment properties, net 24,296,782 25,293,995 26,300,477
Other assets 18,066 9,175 9,547
----------- ------------ ------------
Total assets 26,572,902 $27,344,825 $28,263,175
=========== ============ ============
Liabilities and Partners' Equity:
Current liabilities 630,630 581,357 586,126
Long-term debt 26,508,044 26,566,388 26,621,848
------------ ------------ ------------
Total liabilities 27,138,674 27,147,745 27,207,974
----------- ------------ ------------
Partners' equity
Limited Partner (759,474) (26,884) 801,544
General Partners 193,702 223,964 253,657
----------- ------------ ------------
Total Partners' equity (565,772) 197,080 1,055,201
----------- ------------ ------------
Total liabilities and
partners' equity $26,572,902 $27,344,825 $28,263,175
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 4,613,372 $ 4,556,702 $ 4,496,298
Expenses:
Operating expenses 2,025,711 2,010,724 1,846,670
Interest expense 2,296,338 2,305,229 2,330,476
Depreciation and amortization 1,016,293 1,060,855 1,043,887
------------ ------------ ------------
Total expenses 5,338,342 5,376,808 5,221,033

Net loss $ (724,970) $ (820,106) $ (724,735)
============ ============ ============
Other partners' share of net loss (9,540) (8,201) 5,368
============= ============ ============
Partnerships' share of net loss (715,430) (811,905) (730,103)

Suspended losses 506,511 390,019 94,925
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (208,919) $ (421,886) $ (635,178)
============ ============ ============


As of December 31, 1998, the largest Project Partnership constituted 6.0%
and 6.2%, and as of December 31, 1997 the largest Project Partnership
constituted 5.9% and 5.9% 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,
1998 1997 1996
SERIES 5 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,744,515 $ 2,652,154 $ 2,490,991
Investment properties, net 30,448,363 31,679,751 32,973,118
Other assets 2,552 2,552 1,056
------------ ------------ ------------
Total assets $33,195,430 $34,334,457 $35,465,165
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 772,090 785,847 814,225
Long-term debt 32,747,276 32,829,165 32,902,094
------------ ------------ ------------
Total liabilities 33,519,366 33,615,012 33,716,319
------------ ------------ ------------
Partners' equity
Limited Partner (216,969) 788,433 1,770,278
General Partners (106,967) (68,988) (21,432)
----------- ------------ ------------
Total Partners' equity (323,936) 719,445 1,748,846
----------- ------------ ------------
Total liabilities and
partners' equity $33,195,430 $34,334,457 $35,465,165
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 5,629,872 $ 5,570,816 $ 5,464,443
Expenses:
Operating expenses 2,521,833 2,413,360 2,241,929
Interest expense 2,785,745 2,787,267 2,788,862
Depreciation and amortization 1,312,998 1,331,686 1,380,487
------------ ------------ ------------
Total expenses 6,620,576 6,532,313 6,411,278

Net loss $ (990,704) $ (961,497) $ (946,835)
============ ============ ============
Other partners' share of net loss (9,907) (9,615) (9,469)
============ ============ ============
Partnerships' share of net loss (980,797) (951,882) (937,366)

Suspended losses 680,755 223,153 25,401
----------- ------------ ------------
Equity in Losses of Project
Partnerships $ (300,042) $ (728,729) $ (911,965)
============ ============ ============


As of December 31, 1998, the largest Project Partnership constituted 8.0%
and 7.7%, and as of December 31, 1997 the largest Project Partnership
constituted 7.9% and 7.5% 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,
1998 1997 1996
SERIES 6 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 3,052,306 $ 2,895,432 $ 2,723,043
Investment properties, net 34,406,433 35,729,386 37,084,577
Other assets 21,638 12,783 16,953
------------ ------------ ------------
Total assets $37,480,377 $38,637,601 $39,824,573
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 816,353 794,495 905,627
Long-term debt 35,619,894 35,743,123 35,857,657
------------ ------------ ------------
Total liabilities 36,436,247 36,537,618 36,763,284
------------ ------------ ------------
Partners' equity
Limited Partner 1,248,290 2,262,748 3,184,723
General Partners (204,160) (162,765) (123,434)
------------ ------------ ------------
Total Partners' equity 1,044,130 2,099,983 3,061,289
------------ ------------ ------------
Total liabilities and
partners' equity $37,480,377 $38,637,601 $39,824,573
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 5,796,738 $ 5,816,156 $ 5,752,444
Expenses:
Operating expenses 2,473,136 2,338,842 2,230,157
Interest expense 2,902,662 2,902,564 2,938,880
Depreciation and amortization 1,414,757 1,474,599 1,477,003
------------ ------------ ------------
Total expenses 6,790,555 6,716,005 6,646,040

Net loss $ (993,817) $ (899,849) $ (893,596)
============ ============ ============
Other partners' share of net loss (11,906) (8,998) (10,408)
============ ============ ============
Partnerships' share of net loss (981,911) (890,851) (883,188)

Suspended losses 380,506 128,928 77,878
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (601,405) $ (761,923) $ (805,310)
============ ============ ============


As of December 31, 1998, the largest Project Partnership constituted 7.0%
and 6.0%, and as of December 31, 1997 the largest Project Partnership
constituted 7.0% and 6.5% 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,
1998 1997 1996
TOTAL SERIES 2 - 6 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 11,976,504 $ 11,341,969 $ 10,755,220
Investment properties, net 127,993,543 133,270,812 138,699,597
Other assets 265,310 243,301 253,616
-------------- ------------- -------------
Total assets $140,235,357 $144,856,082 $149,708,433
============== ============= =============
Liabilities and Partners'
Equity: 3,186,726 3,090,799 3,277,187
Current liabilities 139,761,684 140,141,688 140,491,560
Long-term debt -------------- ------------- -------------
142,948,410 143,232,487 143,768,747
Total liabilities -------------- ------------- -------------

Partners' equity
Limited Partner (2,885,489) 1,271,501 5,416,707
General Partners 172,436 352,094 522,979
-------------- ------------- -------------
Total Partners' equity (2,713,053) 1,623,595 5,939,686
-------------- ------------- -------------
Total liabilities and
partners' equity $140,235,357 $144,856,082 $149,708,433
============= ============= =============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $23,947,233 $ 23,769,790 $ 23,451,458
Expenses:
Operating expenses 10,344,079 10,050,462 9,367,208
Interest expense 12,108,007 12,059,499 12,174,784
Depreciation and
amortization 5,577,544 5,725,811 5,766,886
------------ ------------- -------------
Total expenses 28,029,630 27,835,772 27,308,878

Net loss $ (4,082,397) $ (4,065,982) $ (3,857,420)
============= ============= =============
Other partners' share of net
loss (47,075) (40,660) (29,636)

Partnerships' share of net (4,035,322) (4,025,322) (3,827,784)
loss
2,692,237 1,626,204 662,303
Suspended losses ------------- ------------- -------------

Equity in Losses of Project $ (1,343,085) $ (2,399,118) $ (3,165,481)
Partnerships ============= ============= =============


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 $(1,105,102) $ 17,342
Series 3 (2,052,234) (194,754)
Series 4 (759,474) 217,343
Series 5 (216,969) 610,358
Series 6 1,248,290 1,825,335


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:

1999 1998 1997
SERIES 2 ---- ---- ----
Net Loss per Financial
Statements $ (221,305) $ (337,693) $ (582,633)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (665,541) (532,154) (260,440)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 37,811 (1,093) (1,569)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 31,029 34,574 35,831
Amortization Expense 5,270 536 4,458
Other Adjustments (3,839) 0 0
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (816,575) $ (835,830) $ (804,353)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,030,466 $ 1,031,430 $ 1,031,197
=========== =========== ============

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:

1999 1998 1997
SERIES 3 ---- ---- ----
Net Loss per Financial
Statements $ (187,324) $ (221,508) $ (341,282)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (559,823) (509,467) (401,234)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 53,171 (25,303) 5,884

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 13,609 21,359 23,595
Amortization Expense 9,979 (3,784) (6,985)
Other Adjustments (34,964) 0 0
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (705,352) $ (738,703) $ (720,022)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 904,132 $ 969,244 $ 972,146
=========== =========== ============

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:


1999 1998 1997
SERIES 4 ---- ---- ----
Net Loss per Financial
Statements $ (348,671) $ (485,415) $ (696,010)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (611,767) (549,870) (289,799)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 68,041 6,099 (1,830)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 32,527 33,247 34,607
Amortization Expense 13,104 (5,963) 2,340
Other Adjustments (4,384) 0 0
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (851,150) $(1,001,902) $ (950,692)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,177,677 $ 1,177,677 $ 1,177,678
=========== =========== ============

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:

1999 1998 1997
SERIES 5 ---- ---- ----
Net Loss per Financial
Statements $ (403,555) $ (813,502) $ (997,362)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (828,115) (341,766) (137,165)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 12,889 (355) (330)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 34,182 36,068 36,383
Amortization Expense 14,276 9,911 12,854
Other Adjustments (3,133) 0 0
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(1,173,456) $(1,109,644) $(1,085,620)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,432,378 $ 1,432,378 $ 1,433,003
=========== =========== ============

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:

1999 1998 1997
SERIES 6 ---- ---- ----
Net Loss per Financial
Statements $ (701,324) $ (870,137) $ (915,827)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (642,061) (331,643) (292,116)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (9,368) (4,171) 319

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 47,319 47,356 53,770
Amortization Expense 17,305 21,592 22,377
Other Adjustments (1,325) 0 0
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(1,287,454) $(1,137,003) $(1,131,477)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,689,792 $ 1,689,263 $ 1,688,064
=========== =========== ============


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:

1999 1998 1997
TOTAL SERIES 2 - 6 ---- ---- ----
Net Loss per Financial
Statements $(1,862,179) $(2,728,255) $(3,533,114)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (3,307,307) (2,264,900) (1,380,754)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 164,544 (24,823) 2,474

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 158,666 172,604 184,186
Amortization Expense 59,934 22,292 35,044
Other Adjustments (47,645) 0 0
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(4,833,987) $(4,823,082) $(4,692,164)
============ ============ ============

The difference in the total value of the Partnership's Investment in
Project Partnerships is approximately $2,034,000 higher for Series 2,
$1,811,000 higher for Series 3, $2,409,000 higher for Series 4, $1,880,000
higher for Series 5 and $1,955,000 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.

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

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, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 20, 1998 on our consideration of Springwood
Apartments Limited Partnership internal control structure and compliance
with laws and regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 20, 1998

Hill, Barth & King, Inc.
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Springwood Apartments
Westfield, New York

We have audited the accompanying balance sheet of Springwood Apartments
Limited Partnership, (A Limited Partnership), as of December 31, 1998, and
the related statements of operations, partners' equity and cash flows for
the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audit. The financial statements
of Springwood Apartments Limited Partnership for the year ended December
31, 1997 were audited by Vincent & Voss, CPAs whose report dated January
20, 1998 expressed an unqualified opinion on those statements. Vincent &
Voss, CPAs was merged into Hill, Barth & King, Inc. on January 1, 1999.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 29, 1999 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.


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 29,1999

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Cherrytree Apartments Limited Partnership
Albion, PA

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

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1998 on our consideration of Cherrytree
Apartments Limited Partnership internal control structure and compliance
with laws and regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 28, 1998

Hill, Barth & Kking, Inc.
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Cherrytree Apartments
Albion, Pennsylvania

We have audited the accompanying balance sheet of Cherrytree Apartments
Limited Partnership (A Limited Partnership), as of December 31, 1998, and
the related statements of operations, partners' equity and cash flows for
the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audit. The financial statements
of Cherrytree Apartments Limited Partnership for the year ended December
31, 1997 were audited by Vincent & Voss, CPAs whose report dated January
28, 1998 expressed an unqualified opinion on those statements. Vincent &
Voss, CPAs was merged into Hill, Barth & King, Inc. on January 1, 1999.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1999 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.


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 28, 1999

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Wynnwood Common Associates
Fairchance, PA

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

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 28, 1998 on our consideration of Wynnwood Commons
Associates internal control structure and compliance with laws and
regulations.


/s/ Vincent & Voss

January 28, 1998

Hill, Barth & King, Inc.
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Wynnwood Commons Associates
Fairchance, Pennsylvania

We have audited the accompanying balance sheet of Wynnwood Commons
Associates, (A Limited Partnership), as of December 31, 1998, and the
related statements of operations, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit. The financial statements of
Wynnwood Commons Associates for the year ended December 31, 1997 were
audited by Vincent & Voss, CPAs whose report dated January 28, 1998
expressed an unqualified opinion on those statements. Vincent & Voss, CPAs
was merged into Hill, Barth & King, Inc. on January 1, 1999.

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

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

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


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 18, 1999

Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Stony Creek Commons Limited Partnership
Hooversville, Pennsylvania

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

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 27, 1998 on our consideration of Stony Creek Commons
Limited Partnership's internal control structure and compliance with laws
and regulations.


/s/ Vincent & Voss

January 27, 1998

Hill, Barth & King, Inc.
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Stony Creek Commons
Hooversville, Pennsylvania

We have audited the accompanying balance sheet of Stony Creek Commons (A
Limited Partnership), as of December 31, 1998, 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
Stony Creek Commons for the year ended December 31, 1997 were audited by
Vincent & Voss, CPAs whose report dated January 27, 1998 expressed an
unqualified opinion on those statements. Vincent & Voss, CPAs was merged
into Hill, Barth & King, Inc. on January 1, 1999.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 26, 1999 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.


/s/ Hill, Barth & King, Inc.
Certified Public Accountants

January 26, 1999

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

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, 1998 and 1997, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

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


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

January 15, 1999

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

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, 1998 and 1997, and the related statements of income, partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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


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

January 15, 1999

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

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, 1998 and 1997, and the related statements of income, partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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


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

January 15, 1999

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

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, 1998 and 1997, and the related statements of income, partners'
equity and (equity) cash flows for the years then ended. These financial
statements 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 Lakeland Elderly
Housing, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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


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

January 15, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Woodland Terrace Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Woodland Terrace
Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-1854412, as of
December 31, 1997 and 1996, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

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


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

January 21, 1998

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

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

To the Partners
Woodland Terrace Apartments, Ltd.

We have audited the accompanying balance sheets of WOODLAND TERRACE
APARTMENTS, LTD. (a limited partnership), Project No. 58-1854412 as of
December 31, 1998, and the related statements of income and expenses,
changes in partners' equity (deficit), and cash flows for the year then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit. The financial statements of
WOODLAND TERRACE APARTMENTS, LTD., for the year ended December 31, 1997,
were audited by other auditors whose report dated January 21, 1998
expressed an unqualified opinion on those statements.

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

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

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


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

February 8, 1999

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

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

We have audited the accompanying balance sheets of Manchester Housing, Ltd.
(A Limited Partnership), Federal ID No.: 58-1845215, as of December 31,
1997 and 1996, and the related statements of income, partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

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


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

January 21 1998











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

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

To the Partners
Manchester Housing, Ltd.

We have audited the accompanying balance sheet of MANCHESTER HOUSING, LTD.
(a limited partnership), Project No. 58-1845215 as of December 31, 1998,
and the related statements of income, changes in partners' equity
(deficit), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of MANCHESTER HOUSING, LTD. as of
December 31, 1997, were audited by other auditors whose report dated
January 21, 1998 expressed an unqualified opinion on those statements.

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

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

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


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

February 8, 1999

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

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, 1998 and
1997, and the related statements of income, partners' (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and 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 Heritage Villas, L.P.
as of December 31, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 11, 1999 on our consideration of Heritage Villas,
L.P.'s internal control structure and its compliance with laws and
regulations.


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

February 11, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Crisp Properties, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Crisp Properties, L.P.
(A Limited Partnership), Federal ID No.: 58-1910783, as of December 31,
1997and 1996 and the related statements of income, partners' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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


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

January 21 1998

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Crisp Properties, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheet of CRISP PROPERTIES, L.P. (a
limited partnership), Project No. 58-1752804 as of December 31, 1998, and
the related statements of income and expenses, changes in partners' equity
(deficit), and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of CRISP PROPERTIES, L.P. as of
December 31, 1997 were audited by other auditors whose report dated January
21, 1998 expressed an unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of the CRISP PROPERTIES,
L.P.'s internal control and a report dated February 8, 1999 on its
compliance with laws and regulations.


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

February 8, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Blackshear Apartments, L.P., Phase II
Valdosta, Georgia

We have audited the accompanying balance sheets of Blackshear Apartments,
L.P., Phase II (A Limited Partnership), Federal ID No.: 58-1925616, as of
December 31, 1997 and 1996 and the related statements of income, partners'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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


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

January 21, 1998


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

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

To the Partners
Blackshear Apartments, L.P., Phase II


We have audited the accompanying balance sheet of BLACKSHEAR APARTMENTS,
L.P., PHASE II (a limited partnership), Project No. 58-1925616 as of
December 31, 1998, and the related statements of income, changes in
partners' equity (deficit), and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of BLACKSHEAR
APARTMENTS, L.P., PHASE II, as of December 31, 1997 were audited by other
auditors whose report dated January 21, 1998 expressed an unqualified
opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of BLACKSHEAR
APARTMENTS, L.P., PHASE II'S (a limited partnership) internal control and a
report dated February 8, 1999 on it's compliance with laws and regulations.


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

February 8, 1999

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

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 No.: 58-1850761, as of December
31, 1998 and 1997, and the related statements of income, partners' equity
and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

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

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

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

January 15, 1999


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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Shellman Housing, L.P.
(A Limited Partnership)
Valdosta, Georgia

We have audited the accompanying balance sheets of Shellman Housing, L.P.
(a limted partnership), Federal ID No.: 58-1917615, as of December 31, 1998
and 1997, and the related statements of income, partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Shellman Housing
L.P.'s internal control structure and a report dated January 15, 1998 on
its compliance with laws and regulations.


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

January 15, 1999


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

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, 1998 and 1997, and the related statements of income, partners'
equity (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of the Greensboro
Properties, L.P., Phase II's internal control structure and a report dated
January 15, 1999 on it's compliance with laws and regulations.


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

January 15, 1999


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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Dawson Elderly, L.P.
Dawson, Georgia

We have audited the accompanying balance sheet of Dawson Elderly, L.P. (a
limited partnership), Federal ID No.: 58-1966658 as of December 31, 1998
and
1997, and the related statements of income, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated January 15, 1999, on our consideration of Dawson Elderly,
L.P.'s internal control structure and a report dated January 15, 1999, on
it's compliance with laws and regulations.


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

January 15,1999

Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367-3837
PHONE: 404-892-9651
FAX: 404-876-3913

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

To the Partners
Piedmont Development Company
of Lamar County, Ltd., L.P.

We have audited the accompanying balance sheets of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P. (a limited partnership) as of December
31, 1998 and 1997, and the related statements of operations, partners'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, 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., L.P. as of December 31, 1998 and 1997, and
the results of its operations, its partners' equity, and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 27, 1999 on our consideration of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P.'s internal control and a report dated
February 27, 1999 on its compliance with laws and regulations.


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

February 27, 1999

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

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

To the Partners
Sylacauga Heritage Apartments Ltd.
Sylacauga, AL

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, 1998 and 1997, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

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


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

February 23, 1999

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

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

To the Partners
LOGANSPORT SENIORS APARTMENTS

We have audited the accompanying balance sheets of LOGANSPORT SENIORS
APARTMENTS, RHS PROJECT NO. 22-016-721126743 as of December 31, 1998 and
1997 and the related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

Our audits were made for the purpose of forming and 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, 1999 on our consideration of Logansport Seniors
Apartment's internal control and a report dated March 2, 1999 on its
compliance with laws and regulations applicable to the financial
statements.


/s/ Pailet, Meunier and LeBlanc, L.L.P.
Certified Public Accountants
March 2, 1999

Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Tarpon Heights Apartments,
A Louisiana Partnership in Commendam
Mansfield, Louisiana


We have audited the accompanying balance sheets of Tarpon Heights
Apartments, A Louisiana Partnership in Commendam at December 31, 1997 and
December 31, 1996, and the related statements of income, partners' capital,
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 1998 on our consideration of Tarpon Height
Apartments' internal control structure and a report dated February 4, 1998
on its compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 4, 1998

Little & Company
1111 N. 19th St.-P.O. Box 2485
Monroe, LA 71201
PHONE: 318-323-1717
FAX: 318-322-5121

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


Tarpon Heights Apartments,
A Louisiana Partnership in Commendam
Mansfield, Louisiana


We have audited the accompanying balance sheet of Tarpon Heights
Apartments, A Louisiana Partnership in Commendam (the Partnership) as of
December 31, 1998 and the related statements of income, partners' equity,
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of Tarpon Heights Apartments as of December 31, 1997
were audited by other auditors whose report dated February 4, 1998,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards and 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 audits
provide a 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, A Louisiana Partnership in Commendam, as of December 31, 1998
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated March 5, 1999, on our consideration of Tarpon Height
Apartments, A Louisiana Partnership in Commendam's internal control over
financial reporting and our tests of its compliance with certain provisions
of laws, regulations, contracts and grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying schedules listed
in the table of contents are presented for the purpose of additional
analysis and are not a required part of the financial statements of Tarpon
Heights Apartments, A Louisiana Partnership in Commendam. Such information
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.


/s/ Little & Company
Certified Public Accountants

Monroe, Louisiana
March 5, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
THE OAKS APARTMENTS

We have audited the accompanying balance sheets of THE OAKS APARTMENTS, RHS
PROJECT NO. 22-002-721144868 as of December 31, 1998 and 1997 and the
related statements of operations, changes in partners' equity (deficit) and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information
presented on pages 16 through 24, is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated March 1, 1999 on our consideration of THE OAKS APARTMENTS's
internal control and a report dated March 1, 1999 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 1, 1999

Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101

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

To the Partners
Sonora Seniors Apartments, Ltd.
Mansfield, Louisiana

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 4, 1998 on our consideration of Sonora Seniors
Apartments, Ltd.'s internal control structure and a report dated February
4, 1998 on it's compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 4, 1998

Little & Company
1111 N. 19th St.-P.O. Box 2485
Monroe, LA 71201
PHONE: 318-323-1717
FAX: 318-322-5121

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

Sonora Seniors Apartments, Ltd.
Mansfield, Louisiana


We have audited the accompanying balance sheets of Sonora Seniors
Apartments, Ltd. (the Partnership) as of December 31, 1998 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, Ltd. as of December 31, 1997 were audited by
other auditors whose report dated February 4, 1998, expressed an
unqualified opinion on those financial statements.

We conducted our audit in accordance with generally accepted auditing
standards 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, Ltd. as of December 31, 1998, and the results of its operations
and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

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

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



/s/ Little & Company
Certified Public Accountants

Monroe, Louisiana
March 5, 1999

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

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

To the Partners
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, 1998
and 1997 and the related statements of operations, changes in partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

Our audits were made for the purpose of forming an opinion on th basic
financial statements taken as a whole. The supplemental information
presented on pages 16 through 24, is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 22, 1999 on our consideration of FREDERICKSBURG
SENIORS APARTMENTS, LTD.'s internal control and a report dated February 22,
1999 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 22, 1999

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

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

To the Partners
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, 1998
and 1997 and the related statements of operations, changes in partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information
presented on pages 16 through 24, is presented for purposes of additional
analysis and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 9, 1999 on our consideration of BRACKETTVILLE SENIORS
APARTMENTS, LTD.'s internal control and a report dated February 9, 1999 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 9, 1999

Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Timpson Seniors Apartments, Ltd.
Mansfield, Louisiana


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

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 3, 1998 on our consideration of Timpson Seniors
Apartments' internal control structure and a report dated February 3, 1998
on its compliance with laws and regulations.


/s/ Cole, Evans & Peterson

February 3, 1998


Little & Company
1111 N. 19th St.-P.O. Box 2485
Monroe, LA 71201
PHONE: 318-323-1717
FAX: 318-322-5121

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

Timpson Seniors Apartments, Ltd.
Mansfield, Louisiana

We have audited the accompanying balance sheet of, Timpson Seniors
Apartments, Ltd. as of December 31, 1998 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, Ltd. as of December 31, 1997 were audited by other auditors
whose report dated February 3, 1998, expressed an unqualified opinion on
those financial statements.

We conducted our audit in accordance with generally accepted auditing
standards 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 audits
provide a 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, Ltd., as of December 31, 1998 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

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

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


/s/ Little & Company
Certified Public Accountants

Monroe, Louisiana
March 5, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

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

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 18, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

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

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 19, 1998


Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Pocola Properties, A Limited Partnership
D/B/A North Gate Apartments
Fort Smith, Arkansas

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Poteau Properties II, A Limited Partnership
D/B/A North Pointe Apartments
Fort Smith, Arkansas

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 18, 1999


Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Nowata Properties, A Limited Partnership
D/B/A Cross Creek II Apartments
Fort Smith, Arkansas

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

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

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 729032079
PHONE: 888-452-7543
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Roland Properties II, A Limited Partnership
D/B/A Woodland Hills II Apartments
Fort Smith, Arkansas

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

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

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Stilwell Properties II, A Limited Partnership
D/B/A Skywood II Apartments
Fort Smith, Arkansas

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountant

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

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

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

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

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 888-452-7543
FAX: 501-452-5542

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Parsons Properties, A Limited Partnership
D/B/A Silver Stone Place
Fort Smith, Arkansas

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

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

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

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


/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants

February 8, 1999

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

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, 1998 and 1997, and the related statements of operations,
partners' equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 22, 1999 on our consideration of Inverness Club, Ltd.,
L.P.'s internal control structure and a report dated January 22, 1999 on
its compliance with laws and regulations.


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

January 22, 1999

Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE: 770-844-0644
FAX: 770-844-7363

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Carrollton Club, Ltd., L.P.

We have audited the accompanying balance sheets of Carrollton Club, Ltd.,
L.P., RHS Project No.: 10-22-58188314, as of December 31, 1997 and 1996,
and the related statements of operations, partners' equity (deficit) and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards 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 Carrollton Club, Ltd.,
L.P., RHS Project No.: 10-22-58188314, as of December 31, 1997 and 1996,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 16 through 19 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

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


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

January 22, 1998

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Carrollton Club, Ltd., L.P.
(A Georgia Limited Partnership)
Valdosta, Georgia

We have audited the accompanying balance sheet of Carrollton Club, Ltd.,
L.P., (A Georgia Limited Partnership), FmHA Project No.: 10-22-58188314, as
of December 31, 1998, and the related statements of operations, changes in
partners' (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Carrollton
Club, Ltd., L.P. as of December 31, 1997 were audited by other auditors
whose report dated January 22, 1998, expressed an unqualified opinion on
those statements.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a 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, 1998, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 19, 1999 on our consideration of Carrollton Club,
Ltd., L.P.'s internal control structure and a report dated January 19, 1999
on its compliance with laws and regulations.


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

January 19, 1999

Grana & Teibel, CPAs, P.C.
300 Corporate Pkwy., Suite 116 N.
Amherst, NY 14226
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 Housing Director
166 Washington Avenue
Batavia, New York 14020

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

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

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

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


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

January 15, 1999

VanRheenen, Miller & Rose, P.L.L.C.
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
321 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, 1998 and 1997, 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 generally accepted auditing
standards and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial 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, 1998 and 1997, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 5, 1999 on our consideration of 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.


/s/ VanRheenen, Miller & Rose, P.L.L.C.
Certified Public Accountants

February 5, 1999

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

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, 1998 and 1997, and the related
statements of operations, partners' capital (deficit), and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 10, 1999 on our consideration of Haines Associates
Limited Partnership's internal control and on its compliance with laws and
regulations.

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

/s/ Leavitt, Christensen & Co.
Certified Public Accountants
February 10, 1999

Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28334
PHONE: 910-892-1021
FAX: 910-892-6084

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
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. as of December 31, 1997 and 1996, and the related
statements of partners' capital, income, and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

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


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

February 6, 1998

Bernard Robinson & Company, L.L.P.
109 Muirs Chapel Rd.-P.O. Box 19608
Greensboro, NC 27410 (27419)
PHONE: 336-294-4494
FAX: 336-547-0840

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

To the Partners of
Woodcrest Associates of South Boston, Va., Ltd.
Charlotte, North Carolina

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

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

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

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

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


/s/ Bernard Robinson & Company, L.L.P.
Certified Public Accountants

Greensboro, North Carolina
February 5, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Norton Green Limited Partnership

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

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

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

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

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


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountant

March 10, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Jonesville Manor Limited Partnership

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

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

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

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

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


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountant

March 10, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Blacksburg Terrace Limited Partnership

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

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

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

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

In accordance with Government Auditing Standards, I have also issued a
report dated March 8, 1999 on my consideration of Blacksburg Terrace
Limited Partnership's internal control and a report dated March 8, 1999 on
its compliance with laws and regulations applicable to the financial
statements.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 8, 1999

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

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

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

I conducted the audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that 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 the 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 of December 31, 1998 and 1997, and the results of its
operations, changes in partners' equity, and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, I have also issued a
report dated March 10, 1999 on my consideration of Newport Village Limited
Partnership's internal control and a report dated March 10, 19999 on itsts
compliance with laws and regulations applicable to the financial statements


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 10, 1999

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, 1998 and 1997, and the
related statements of income (loss), partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

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

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


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

Austin, Texas
January 14, 1999

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 302
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, 1998 and 1997, and the
related statements of income (loss), partners' equity, and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1999, on our consideration of the internal control
structure of Sinton Retirement, Ltd.- (A Texas Limited Partnership) and a
report dated January 20, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 20, 1999

Gubler and Carter, P.C.
7001 South 900 East, Suite 240
Midvale, UT 84047
PHONE: 801-566-5866
FAX: 801-561-8693

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, 1998 and 1997 and the related
statements of income, changes in partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that we
plan and perform the 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, 1998 and 1997 and the results of
its operations, changes in partners' capital, and its cash flows for the
years then ended, in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated February 6, 1999 on our consideration of Smithfield
Greenbriar Limited Partnership's internal control and on its compliance
with laws and regulations.

Our audits were conducted for the purposes of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplementary
information shown on pages 14 through 16 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 and Carter, P.C.
Certified Public Accountants
Salt Lake City, Utah
February 6, 1999

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, 1998 and 1997, and the related statements of
operations, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 16, 1999, on our consideration of Mountain Crest
Limited Partnership's internal controls and compliance with laws and
regulations.

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


/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 16, 1999

Berberich Trahan & Co., P.A.
800 S.W. Jackson St., Suite 1300
Topeka, KS 66612-1268
PHONE: 785-234-3427
FAX: 785-233-1768

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, 1998 and 1997, and the related statements
of operations, partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Eudora Senior Housing,
L.P., RHS Project No. 18-023-481065040, as of December 31, 1998 and 1997,
and the results of its operations, changes in partners' equity (deficit)
and cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 25, 1999 on our consideration of Eudora Senior
Housing, L.P.I's internal control and a report dated January 25, 1999 on
its compliance with laws and regulations applicable to the financial
statements.


Berberich Trahan & Co., P.A.
Certified Public Accountants

Topeka, Kansas
January 25, 1999
Audit Principal: Virginia A. Powell
IA Federal ID Number: 48-1066439

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

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Spring Hill Housing, L.P., A Limited Partnership
D/B/A Spring Hill Apartments
Fort Smith, Arkansas

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

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

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

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


/s/ Baird Kurtz & Dobson CPA
Certified Public Accountants

February 18, 1999

Eide Bailly LLP
100 N. Phillips, Ste.800-P.O. Box 5126
Sioux Falls, SD 57717-5126
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, 1998 and 1997, and the related
statements of operations, changes in partners' deficit and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and 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, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were performed for the purpose of forming an opinion on the
basic 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 basic financial
statements of Sunchase II, Ltd. 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 a
report dated February 9, 1999 on our consideration of Sunchase II, Ltd.'s
internal control over financial reporting and our test of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 9, 1999

Eide Bailly LLP
100 N.Phillips, Ste.800-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, 1998 and 1997, and the related
statements of operations, changes in partners' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards 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, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 29, 1999 on our consideration of Courtyard, Ltd.'s
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
January 29, 1999

Eide Bailly LLP
100 N. Phillips, Ste.800-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, 1998 and 1997, and the related statements
of operations, changes in partners' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on
pages 12 and 13 is presented for purposes of additional analysis and is not
a required part of the basic financial statements of Sunrise, Ltd. 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 a
report dated February 8, 1999 on our consideration of Sunrise, Ltd.'s
internal control over financial reporting and our tests of compliance with
certain provisions of laws, regulations, contracts and grants.

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 8, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
Southwood, L.P.:

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

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

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

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


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

January 27, 1999

Bob T. Robinson
2084 Dunbarton Drive
Jackson, MS 39216
PHONE: 601-982-3875
FAX: 601-982-3876

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of Hazlehurst Manor, L.P.
Hazlehurst, Mississippi

I have audited the accompanying balance sheets of Hazlehurst Manor L.P.,
(RD Case Number 28-015-640803081), as of December 31, 1998 and 1997, and
the related statements of income, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.

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

My audit was 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
audit 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.

/s/ Bob T. Robinson
Certified Public Accountant

March 4, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
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, 1998 and 1997, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on my audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeshore Apartments,
Ltd., RHS Project No.: 01-044-631014228 as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of Lakeshore Apartments,
Ltd., internal control over financial reporting and on our tests of its
compliance with certain provisions of laws and regulations.


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

Gadsden, Alabama
February 8, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
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 as of
December 31, 1998 and 1997, and the related statements of operations,
partners' deficit and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Countrywood Apartments,
Ltd., RHS Project No.: 01-004-630943678 as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 2, 1999 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.


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

Gadsden, Alabama
February 2, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
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, 1998 and 1997, and the related statements of operations,
partners' deficit and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wildwood Apartments,
Ltd., RHS Project No.: 22-040-630954515 as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 10, 1999 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.

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

Gadsden, Alabama
February 10, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
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, 1998 and 1997, and the related statements of operations,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Meadowcrest Apartments,
Ltd., RHS Project No.: 01-021-631047203 as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 9, 1999 on our consideration of Meadowcrest
Apartments, Ltd., internal control over financial reporting and our tests
of its compliance with certain provisions of laws and regulations.

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

Gadsden, Alabama
February 9, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 and regulations.

Our audit was conducted for the purpose of forming an opinion the the basic
financial statements taken as a whole. The Supplemental Letter on pages 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been
subjected to the 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 and regulations.

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 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been
subjected to the 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997,
and the related statements of operations, partners' capital and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a 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, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 and regulations.

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 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been
subjected to the 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the
related statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 and regulations.

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 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been
subjected to the 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 and regulations.

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 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been
subjected to the 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
Standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 and regulations.

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 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been
subjected to the 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - 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, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration AUDIT PROGRAM. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 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 and regulations.

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 14-
16 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been
subjected to the 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 24, 1999

Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE: 918-485-8085
FAX: 918-485-3092

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Yorkshire Retirement Village:

I have audited the accompanying balance sheet of Yorkshire Retirement
Village, (an Oklahoma Limited Partnership) as of December 31, 1998 and
1997, and the related statement of income, partners' equity, and cash flows
for the years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audits.

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

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

My audit was made for the purpose of forming an opinion on the basic
financial statements take 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 my opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a
report dated March 17, 1999 on my consideration of Yorkshire Retirement
Village's compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Wagoner, OK 74467

March 17, 1999

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, 1998 and
1997, and the related statements of operations, partners' equity (deficit),
and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and 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, 1998 and 1997, and the
results of its operations, partners' equity (deficit) and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued
report dated February 5, 1999 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 and
regulations.


/s/ Chester Kearney, CPA
Certified Publice Accountants

Presque Isle, Maine
February 5, 1999

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 sheet of Scarlett Oaks Limited
Partnership as of December 31, 1998 and 1997, 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 audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.

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

In accordance with Government Auditing Standards, I have also issued a
report dated February 4, 1999, on my consideration of Scarlett Oaks Limited
Partnership's internal control and a report dated February 4, 1999 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.

Respectfully submitted,


/s/ Richard A. Strauss, CPA
Certified Public Accountants

Columbia, South Carolina
February 4, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Drive, Suite B-200
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 sheets of BROOKS HILL APARTMENTS,
L.P., as of December 31, 1998 and 1997 and the related statement of
operations, changes in partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards 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 BROOKS HILL APARTMENTS,
L.P., as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 11, 1999 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.

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 and 10 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the 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
Certified Public Accountants

Savannah, Georgia
February 11, 1999

K.B. Parrish & Company LLP
151 N. Delaware Street, Suite 1600
Indianapolis, IN 46204
PHONE: 317-269-2455
FAX: 317-269-2464

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, 1998 and 1997, 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 generally accepted auditing
standards, Government Auditing Standards issued by the Comptroller General
of the United States, and the U.S. Department of Agriculture, Farmers Home
Administration Audit Program. 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, 1998 and 1997, and the results of its
operations, changes in partnership capital (deficit) and cash flows for the
years then ended, in conformity with generally accepted accounting
principles.

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

Respectfully submitted,

/s/ K.B. Parrish & Company LLP
Certified Public Accountants

Indianapolis, Indiana
January 15, 1999

Scheiner, Mister & Grandizio, P.A.
1301 York Road,
Suite 705, Heaver Plaza
Lutherville, MD 21093
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, 1998 and 1997, and the related statements of
operations, partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 13, 1999 on our consideration of the Partnership's
internal control and a report dated January 13, 1999 on its compliance with
laws and regulations.


/s/ Scheiner, Mister & Grandizio, P.A.
Certified Public Accountants

January 13, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Bryan Senior Village Limited Partnership
(A Limited Partnership)
DBA Plaza Senior Village Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Bryan Senior Village
Limited Partnership (A Limited Partnership), DBA Plaza Senior Village
Apartments, FmHA Case No. 41-086-341561720, as of December 31, 1997 and
1996, and the related income statements, changes in partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the project's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration 'Audit Program' issued in December 1989. Those
standards and Audit Program require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a 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 (A Limited Partnership), DBA Plaza Senior Village
Apartments, FmHA Case No. 41-086-341561720, at December 31, 1997 and 1996,
and the results of its operations, changes in partners' equity
(deficit),and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
086-341561720. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

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


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Bryan Senior Village Limited Partnership
DBA Plaza Senior Village Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Bryan Senior Village
Limited Partnership (a limited partnership), DBA Plaza Senior Village
Apartments, Case No. 41-086-341561720, as of December 31, 1998, and the
related income statement, changes in partners' equity (deficit), and cash
flows for the year then ended. These financial statements are the
responsibility of the project's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of Bryan Senior Village Limited Partnership as of
December 31, 1997, were audited by other auditors whose report dated
January 16, 1998, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bryan Senior Village
Limited Partnership, DBA Plaza Senior Village Apartments, Case No. 41-086-
341561720, at December 31, 1998, and the results of its operations, changes
in partners' equity (deficit),and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999 on our consideration of Bryan Senior Village
Limited Partnership's internal control and a report dated January 15, 1999,
on its compliance with specific requirements applicable to Rural
Development Services programs.


/s/ Fentress, Dunbar & Brown, CPAs, LLC
Certified Public Accountants

Worthington, Ohio
January 15, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Brubaker Square Limited Partnership
(A Limited Partnership)
DBA Brubaker Square Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Brubaker Square Limited
Partnership (A Limited Partnership), DBA Brubaker Square Apartments, FmHA
Case No. 41-092-341561718, as of December 31, 1997 and 1996, and the
related income statements, changes in partners' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the project's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration 'Audit Program' issued in December 1989. Those
standards and Audit Program require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a 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 (A Limited Partnership), DBA Brubaker Square Apartments, FmHA
Case No. 41-092-341561718, at December 31, 1997 and 1996, and the results
of its operations, changes in partners' equity (deficit),and cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
092-341561718. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

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


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Brubaker Square Limited Partnership
DBA Brubaker Square Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Brubaker Square Limited
Partnership (a limited partnership), DBA Brubaker Square Apartments, Case
No. 41-092-341561718, as of December 31, 1998, and the related income
statement, changes in partners' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of
Brubaker Square Limited Partnership as of December 31, 1997, were audited
by other auditors whose report dated January 16, 1998, expressed an
unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brubaker Square Limited
Partnership, DBA Brubaker Square Apartments, Case No. 41-092-341561718, at
December 31, 1998, and the results of its operations, changes in partners'
equity (deficit),and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Brubaker Square
Limited Partnership's internal control and a report dated January 15, 1999,
on its compliance with specific requirements applicable to Rural
Development Services Programs.


/s/ Fentress, Dunbar & Brown, CPAs, LLC
Certified Public Accountants

Worthington, Ohio
January 15, 1999

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

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

We have audited the accompanying balance sheets of Villa Allegra Limited
Partnership (A Limited Partnership), DBA Villa Allegra Apartments, FmHA
Case No. 41-054-341561716, as of December 31, 1997 and 1996, and the
related income statements, changes in partners' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the project's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration 'Audit Program' issued in December 1989. Those
standards and Audit Program require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a 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 (A Limited Partnership), DBA Villa Allegra Apartments, FmHA
Case No. 41-054-341561716, at December 31, 1997 and 1996, and the results
of its operations, changes in partners' equity (deficit),and cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
054-341561716. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

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


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Villa Allegra Limited Partnership
DBA Villa Allegra Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Villa Allegra Limited
Partnership (a limited partnership), DBA Villa Allegra Apartments, Case No.
41-054-341561716, as of December 31, 1998, and the related income
statement, changes in partners' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Villa
Allegra Limited Partnership as of December 31, 1997, were audited by other
auditors whose report dated January 16, 1998, expressed an unqualified
opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Villa Allegra Limited
Partnership, DBA Villa Allegra Apartments, Case No. 41-054-341561716, at
December 31, 1998, and the results of its operations, changes in partners'
equity (deficit),and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Villa Allegra
Limited Partnership's internal control and a report dated January 15, 1999,
on its compliance with specific requirements applicable to Rural
Development Services Programs.


/s/ Fentress, Dunbar, & Brown, CPAs, LLC
Certified Public Accountants
Worthington, Ohio
January 15, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Logan Place Limited Partnership
DBA Logan Place Apartments
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, 1998 and 1997, and the related income
statement, changes in partners' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Logan Place Limited
Partnership, DBA Logan Place Apartments, Case No. 41-037-341643639, at
December 31, 1998 and 1997, and the results of its operations, changes in
partners' equity (deficit),and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Logan Place Limited
Partnership's internal control and a report dated January 15, 1999, on its
compliance with specific requirements applicable to Rural Development
Services Programs.

Worthington, Ohio
January 15, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Flagler Beach Villas R.R.H., Ltd.

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

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 25, 1999 on our consideration of Flagler Beach Villas
R.R.H., Ltd.'s internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

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

/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants
January 25, 1999

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
Elkhart Apartments Limited
Athens, Texas 75751

We have audited the accompanying Balance Sheet of the Elkhart Apartments
Limited as of December 31, 1998 and 1997, and the related Statements of
Income and Expenses, Changes in Partners'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 generally accepted auditing
standards, the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States, and "U.S. Department of Agriculture, Farmers Home
Administration-Audit Program." Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

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

Our audit was performed for the purpose of forming an opinion on the
financial statements of the Elkhart Apartments Limited, taken as a whole.
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated, in all material respects, in relation to the financial
statements taken as a whole.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
March 8, 1999

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.
Athens, Texas 75751

We have audited the accompanying Balance Sheet of South Timber Ridge
Apartments, Ltd. as of December 31, 1998 and 1997, and the related
Statements of Income and Expenses, Changes in Partner's Equity (Deficit),
and Cash Flows for the years then ended. These financial statements are
the responsibility of 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 generally accepted auditing
standards, the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States, and "U.S. Department of Agriculture, Farmers Home
Administration- Audit Program." Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a 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, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 19, 1999 on our consideration of South Timber Ridge
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain laws, regulations, contracts and grants.

Our audit was performed for the purpose of forming an opinion on the
financial statements of South Timber Ridge Apartments, Ltd., taken as a
whole. The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects, in relation to the financial
statements taken as a whole.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
February 19, 1999

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
Heritage Drive South, Limited
Athens, Texas 75751

We have audited the accompanying Balance Sheet of Heritage Drive South,
Limited as of December 31, 1998 and 1997, and the related Statements of
Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows
for the years then ended. These financial statements are the
responsibility of 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 generally accepted auditing
standards, the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States, and 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 audit provides a 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

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

Our audit was performed for the purpose of forming an opinion on the
financial statements of Heritage Drive South, Limited, taken as a whole..
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects, in relation to the financial
statements taken as a whole.

/s/ Smith, Lambright & Associates. P.C.
Certified Public Accountants
March 2, 1999

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 606-223-3095
FAX: 606-223-2143
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Goodwater Falls, Ltd.

We have audited the accompanying balance sheets of Goodwater Falls, Ltd.,
(a limited partnership) Case No. 20-067-621424606, as of December 31, 1998
and 1997 and the related statements of operations, changes in partners'
equity (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards for financial audits contained in Government
Auditing Standards issued by the Comptroller General of the United States.
Those standards require that we plan and perform the 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, 1998 and 1997, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 5, 1999 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.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The 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 presented fairly, 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 5, 1999

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, 1998 and 1997, and
the related statement of income (loss), partners' equity, and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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

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


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

Austin, Texas
January 15, 1999

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, 1998 and 1997, and the
related statement 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 Generally Accepted Auditing
Standards and Government Auditing Standards as issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe our audits provide a reasonable basis for our opinion.

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1999, on our consideration of the internal control
structure of Wallis Housing, Ltd. - (A Texas Limited Partnership) and a
report dated January 16, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 16, 1999

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, 1998 and 1997 and the
related statements of income (loss), partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audit.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1999, on our consideration of the internal control
structure of Menard Retirement, Ltd. - (A Texas Limited Partnership) and a
report dated January 20, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 20, 1999

Item 9. Disagreements on Accounting and Financial Disclosures

None.


PART III

Item 10. Directors and Executive Officers of Gateway

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

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

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

Ronald M. Diner, age 55, is President and a Director. He is a Senior
Vice President of Raymond James & Associates, Inc., with whom he has
been employed since June 1983. Mr. Diner received an 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 seminars relating to the low-income housing credit.

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

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

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


Raymond James Partners, Inc. -

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

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


Item 11. Executive Compensation

Gateway has no directors or officers.


Item 12. Security Ownership of Certain Beneficial Owners and Management

Neither of the General Partners nor their directors and officers own any
units of the outstanding securities of Gateway as of March 31, 1999.

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, 1999, 1998 and 1997 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.

1999 1998 1997
---- ---- ----
Series 2 $ 68,648 $ 68,773 $ 68,889
Series 3 63,479 63,645 63,792
Series 4 77,989 78,133 78,270
Series 5 96,461 96,663 96,844
Series 6 106,815 107,120 107,403
------------ ------------ ----------
Total $ 413,392 $ 414,334 $ 415,198
============ ============ ==========


General and Administrative Expenses - The Managing General Partner is reim
bursed for general and administrative expenses of Gateway on an accountable
basis. This expense is included in the Statements of Operations.
1999 1998 1997
---- ---- ----
Series 2 $ 7,433 $ 8,267 $ 6,792
Series 3 7,771 8,481 7,102
Series 4 9,798 10,693 8,953
Series 5 12,163 13,274 11,114
Series 6 12,839 14,012 11,732
--------- --------- ---------
$ 50,004 $ 54,727 $ 45,693
Total ========= ========= =========

PART IV

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

a.(1) Financial Statements

(2) Financial Statement Schedules -

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

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

(3)Exhibit Index -
The following are included with Form S-11, Registration No. 33-31821 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
5.1O 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, 1998

SERIES 2
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Claxton Elderly Claxton, GA 24 $ 659,961
Deerfield II Douglas, GA 24 703,907
Hartwell Family Hartwell, GA 24 707,353
Cherrytree Apts. Albion, PA 33 1,202,929
Springwood Apts. Westfield, NY 32 1,256,522
Lakeshore Apts. Tuskegee, AL 34 1,056,630
Lewiston Lewiston, NY 25 1,002,427
Charleston Charleston, AR 32 845,720
Sallisaw II Sallisaw, OK 47 1,200,424
Pocola Pocola, OK 36 990,042
Inverness Club Inverness, FL 72 2,994,175
Pearson Elderly Pearson, GA 25 634,483
Richland Elderly Richland, GA 33 869,921
Lake Park Lake Park, GA 48 1,489,474
Woodland Terrace Waynesboro, GA 30 889,989
Mt. Vernon Elderly Mt. Vernon, GA 21 575,735
Lakeland Elderly Lakeland, GA 29 783,774
Prairie Apartments Eagle Butte, SD 21 978,420
Sylacauga Heritage Sylacauga, AL 44 1,389,300
Manchester Housing Manchester, GA 49 1,461,251
Durango C.W.W. Durango, CO 24 1,035,641
Columbus Sr. Columbus, KS 16 438,264
------------
$ 23,166,342
============


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, 1998

SERIES 2
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Claxton Elderly $ 33,400 $ 766,138 $ 0
Deerfield II 33,600 820,962 0
Hartwell Family 22,700 836,998 0
Cherrytree Apts. 62,000 1,376,297 1,339
Springwood Apts. 21,500 1,451,283 38,917
Lakeshore Apts. 28,600 1,238,749 194
Lewiston 38,400 1,178,185 17,350
Charleston 16,000 1,060,098 0
Sallisaw II 37,500 1,480,089 0
Pocola 22,500 1,223,370 0
Inverness Club 205,500 3,111,565 179,759
Pearson Elderly 15,000 767,590 (1,130)
Richland Elderly 31,500 1,027,512 (1,141)
Lake Park 88,000 1,710,725 (4,183)
Woodland Terrace 36,400 1,047,107 (3,892)
Mt. Vernon Elderly 21,750 680,437 (1,252)
Lakeland Elderly 28,000 930,574 (2,759)
Prairie Apartments 66,500 1,150,214 40,512
Sylacauga Heritage 66,080 1,648,081 45,453
Manchester Housing 36,000 1,746,076 (774)
Durango C.W.W. 140,250 1,123,454 28,886
Columbus Sr. 64,373 444,257 5,496
----------- ------------ ------------
$1,115,553 $26,819,761 $342,775
=========== ============ ============


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, 1997


SERIES 2
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Claxton Elderly $ 33,400 $ 766,138 $ 799,538
Deerfield II 33,600 820,962 854,562
Hartwell Family 22,700 836,998 859,698
Cherrytree Apts. 62,000 1,377,636 1,439,636
Springwood Apts. 22,845 1,488,855 1,511,700
Lakeshore Apts. 28,600 1,238,943 1,267,543
Lewiston 38,400 1,195,535 1,233,935
Charleston 16,000 1,060,098 1,076,098
Sallisaw II 37,500 1,480,089 1,517,589
Pocola 22,500 1,223,370 1,245,870
Inverness Club 205,500 3,291,324 3,496,824
Pearson Elderly 15,000 766,460 781,460
Richland Elderly 31,500 1,026,371 1,057,871
Lake Park 88,000 1,706,542 1,794,542
Woodland Terrace 36,400 1,043,215 1,079,615
Mt. Vernon Elderly 21,750 679,185 700,935
Lakeland Elderly 28,000 927,815 955,815
Prairie Apartments 81,240 1,175,986 1,257,226
Sylacauga Heritage 66,080 1,693,534 1,759,614
Manchester Housing 36,000 1,745,302 1,781,302
Durango C.W.W. 140,250 1,152,340 1,292,590
Columbus Sr. 68,273 445,853 514,126
----------- ------------ ------------
$1,135,538 $27,142,551 $28,278,089
=========== ============ ============

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, 1998

SERIES 2
Apartment Properties

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

Claxton Elderly $ 240,446 5-27.5
Deerfield II 257,353 5-27.5
Hartwell Family 264,783 5-27.5
Cherrytree Apts. 299,154 5-27.5
Springwood Apts. 345,458 5-40
Lakeshore Apts. 293,054 5-40
Lewiston 247,481 5-40
Charleston 380,605 5-25
Sallisaw II 513,747 5-25
Pocola 389,842 5-27.5
Inverness Club 956,073 5-27.5
Pearson Elderly 217,299 5-30
Richland Elderly 284,767 5-30
Lake Park 512,484 5-30
Woodland Terrace 293,634 5-30
Mt. Vernon Elderly 193,236 5-30
Lakeland Elderly 258,615 5-30
Prairie Apartments 293,490 5-40
Sylacauga Heritage 379,539 5-40
Manchester Housing 472,116 5-30
Durango C.W.W. 246,654 5-40
Columbus Sr. 157,375 5-27.5
-----------
$7,497,205
===========

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, 1998

SERIES 3
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Poteau II Poteau, OK 52 $ 1,308,808
Sallisaw Sallisaw, OK 52 1,315,971
Nowata Properties Oolagah, OK 32 859,513
Waldron Properties Waldron, AR 24 642,211
Roland II Roland, OK 52 1,315,116
Stilwell Stilwell, OK 48 1,197,343
Birchwood Apts. Pierre, SD 24 790,993
Hornellsville Arkport, NY 24 898,197
Sunchase II Watertown, SD 41 1,198,051
CE McKinley II Rising Sun, MD 16 628,869
Weston Apartments Weston, AL 10 275,769
Countrywood Apts. Centreville, AL 40 1,204,860
Wildwood Apts. Pineville, LA 28 852,081
Hancock Hawesville, KY 12 370,066
Hopkins Madisonville, KY 24 754,271
Elkhart Apts. Elkhart, TX 54 1,154,013
Bryan Senior Bryan, OH 40 1,087,665
Brubaker Square New Carlisle, OH 38 1,120,905
Southwood Savannah, TN 44 1,491,288
Villa Allegra Celina, OH 32 904,491
Belmont Senior Cynthiana, KY 24 768,826
Heritage Villas Helena, GA 25 680,257
Logansport Seniors Logansport, LA 32 900,564
------------
$ 21,720,128
============


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, 1998

SERIES 3
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Poteau II $ 76,827 $ 1,712,321 $ 0
Sallisaw 70,000 1,674,103 0
Nowata Properties 45,500 1,102,984 0
Waldron Properties 26,000 834,273 0
Roland II 70,000 1,734,010 0
Stilwell 37,500 1,560,201 0
Birchwood Apts. 116,740 885,923 48,729
Hornellsville 41,225 1,018,523 37,852
Sunchase II 113,115 1,198,373 32,846
CE McKinley II 11,762 745,635 38,737
Weston Apartments 0 339,144 805
Countrywood Apts. 55,750 1,447,439 16,575
Wildwood Apts. 48,000 1,018,897 17,428
Hancock 20,700 419,725 0
Hopkins 43,581 885,087 (1,412)
Elkhart Apts. 35,985 1,361,096 149,831
Bryan Senior 74,000 1,102,728 9,540
Brubaker Square 75,000 1,376,075 1,449
Southwood 15,000 1,769,334 7,959
Villa Allegra 35,000 1,097,214 2,566
Belmont Senior 43,600 891,543 0
Heritage Villas 21,840 801,128 1,006
Logansport Seniors 27,621 1,058,773 0
----------- ------------ ------------
$1,104,746 $26,034,529 $363,911
=========== ============ ============


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, 1998


SERIES 3
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Poteau II $ 76,827 $ 1,712,321 $ 1,789,148
Sallisaw 70,000 1,674,103 1,744,103
Nowata Properties 45,500 1,102,984 1,148,484
Waldron Properties 26,000 834,273 860,273
Roland II 70,000 1,734,010 1,804,010
Stilwell 37,500 1,560,201 1,597,701
Birchwood Apts. 124,505 926,887 1,051,392
Hornellsville 41,225 1,056,375 1,097,600
Sunchase II 113,115 1,231,219 1,344,334
CE McKinley II 11,749 784,385 796,134
Weston Apartments 0 339,949 339,949
Countrywood Apts. 55,750 1,464,014 1,519,764
Wildwood Apts. 48,000 1,036,325 1,084,325
Hancock 20,700 419,725 440,425
Hopkins 43,581 883,675 927,256
Elkhart Apts. 151,976 1,394,936 1,546,912
Bryan Senior 74,000 1,112,268 1,186,268
Brubaker Square 75,000 1,377,524 1,452,524
Southwood 15,000 1,777,293 1,792,293
Villa Allegra 35,000 1,099,780 1,134,780
Belmont Senior 43,600 891,543 935,143
Heritage Villas 21,840 802,134 823,974
Logansport Seniors 27,621 1,058,773 1,086,394
----------- ------------ ------------
$1,228,489 $26,274,697 $27,503,186
=========== ============ ============

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, 1998

SERIES 3

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

Poteau II $ 748,800 5-25
Sallisaw 702,657 5-25
Nowata Properties 454,189 5-25
Waldron Properties 342,679 5-25
Roland II 753,219 5-25
Stilwell 668,775 5-25
Birchwood Apts. 274,270 5-40
Hornellsville 407,548 5-27.5
Sunchase II 400,193 5-40
CE McKinley II 301,783 5-27.5
Weston Apartments 138,173 5-27.5
Countrywood Apts. 575,660 5-27.5
Wildwood Apts. 346,774 5-30
Hancock 130,528 5-27.5
Hopkins 274,811 5-27.5
Elkhart Apts. 520,052 5-25
Bryan Senior 481,444 5-27.5
Brubaker Square 526,724 5-27.5
Southwood 307,890 5-50
Villa Allegra 441,206 5-27.5
Belmont Senior 202,084 5-40
Heritage Villas 232,057 5-30
Logansport Seniors 210,590 5-40
-----------
$9,442,106
===========

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, 1998

SERIES 4
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------
Alsace Village Soda Springs, ID 24 $ 639,432
Seneca Apartments Seneca, MO 24 610,487
Eudora Senior Eudora, KS 36 961,866
Westville Westville, OK 36 862,244
Wellsville Senior Wellsville, KS 24 649,970
Stilwell II Stilwell, OK 52 1,293,364
Spring Hill Senior Spring Hill, KS 24 699,646
Smithfield Smithfield, UT 40 1,544,268
Tarpon Heights Galliano, LA 48 1,248,002
Oaks Apartments Oakdale, LA 32 842,816
Wynnwood Common Fairchance, PA 34 1,375,576
Chestnut Apartments Howard, SD 24 858,322
St. George St. George, SC 24 757,251
Williston Williston, SC 24 800,831
Brackettville Sr. Brackettville, TX 32 824,480
Sonora Seniors Sonora, TX 32 846,173
Ozona Seniors Ozona, TX 24 633,565
Fredericksburg Sr. Fredericksburg,TX 48 1,208,446
St. Joseph St. Joseph, IL 24 830,674
Courtyard Huron, SD 21 713,522
Rural Development Ashland, ME 25 1,209,938
Jasper Villas Jasper, AR 25 862,373
Edmonton Senior Edmonton, KY 24 758,838
Jonesville Manor Jonesville, VA 40 1,355,813
Norton Green Norton, VA 40 1,346,524
Owingsville Senior Owingsville, KY 22 708,770
Timpson Seniors Timpson, TX 28 675,560
Piedmont Barnesville, GA 36 1,048,215
S.F. Arkansas City Arkansas City, KS 12 341,078
------------
$ 26,508,044
============


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, 1998

SERIES 4
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Alsace Village $ 15,000 $ 771,590 $ 14,337
Seneca Apartments 76,212 640,702 7,771
Eudora Senior 50,000 1,207,482 0
Westville 27,560 1,074,126 0
Wellsville Senior 38,000 772,971 (1)
Stilwell II 30,000 1,627,974 0
Spring Hill Senior 49,800 986,569 0
Smithfield 82,500 1,698,213 60,422
Tarpon Heights 85,000 1,408,434 0
Oaks Apartments 42,000 989,522 987
Wynnwood Common 68,000 1,578,814 32,204
Chestnut Apartments 57,200 977,493 17,993
St. George 22,600 915,400 2,861
Williston 25,000 959,345 18,255
Brackettville Sr. 28,600 963,366 0
Sonora Seniors 51,000 962,315 0
Ozona Seniors 40,000 719,843 0
Fredericksburg Sr. 45,000 1,357,563 0
St. Joseph 28,000 940,580 7,873
Courtyard 24,500 810,110 11,902
Rural Development 38,200 1,361,892 22,390
Jasper Villas 27,000 1,067,890 6,627
Edmonton Senior 40,000 866,714 0
Jonesville Manor 100,000 1,578,135 44,606
Norton Green 120,000 1,535,373 40,616
Owingsville Senior 28,000 820,044 0
Timpson Seniors 13,500 802,416 0
Piedmont 29,500 1,259,547 0
S.F. Arkansas City 16,800 395,228 3
----------- ------------ ------------
$1,298,972 $31,049,651 $288,846
=========== ============ ============


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, 1998


SERIES 4
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Alsace Village $ 20,999 $ 779,928 $ 800,927
Seneca Apartments 76,212 648,473 724,685
Eudora Senior 50,000 1,207,482 1,257,482
Westville 27,560 1,074,126 1,101,686
Wellsville Senior 38,000 772,970 810,970
Stilwell II 30,000 1,627,974 1,657,974
Spring Hill Senior 49,800 986,569 1,036,369
Smithfield 86,862 1,754,273 1,841,135
Tarpon Heights 85,000 1,408,434 1,493,434
Oaks Apartments 42,000 990,509 1,032,509
Wynnwood Common 81,233 1,597,785 1,679,018
Chestnut Apartments 63,800 988,886 1,052,686
St. George 22,600 918,261 940,861
Williston 25,000 977,600 1,002,600
Brackettville Sr. 28,600 963,366 991,966
Sonora Seniors 51,000 962,315 1,013,315
Ozona Seniors 40,000 719,843 759,843
Fredericksburg Sr. 45,000 1,357,563 1,402,563
St. Joseph 28,000 948,453 976,453
Courtyard 27,054 819,458 846,512
Rural Development 38,200 1,384,282 1,422,482
Jasper Villas 27,000 1,074,517 1,101,517
Edmonton Senior 40,000 866,714 906,714
Jonesville Manor 100,000 1,622,741 1,722,741
Norton Green 120,000 1,575,989 1,695,989
Owingsville Senior 28,000 820,044 848,044
Timpson Seniors 13,500 802,416 815,916
Piedmont 29,500 1,259,547 1,289,047
S.F. Arkansas City 16,800 395,231 412,031
----------- ------------ ------------
$1,331,720 $31,305,749 $32,637,469
=========== ============ ============

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, 1998

SERIES 4
Apartment Properties

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

Alsace Village $ 257,718 5-27.5
Seneca Apartments 271,986 5-27.5
Eudora Senior 374,688 5-27.5
Westville 340,636 5-27.5
Wellsville Senior 251,227 5-25
Stilwell II 517,206 5-27.5
Spring Hill Senior 346,254 5-25
Smithfield 345,600 5-40
Tarpon Heights 282,184 5-40
Oaks Apartments 200,459 5-40
Wynnwood Common 351,865 5-40
Chestnut Apartments 254,199 5-40
St. George 316,310 5-27.5
Williston 319,510 5-27.5
Brackettville Sr. 178,310 5-40
Sonora Seniors 189,903 5-40
Ozona Seniors 136,821 5-40
Fredericksburg Sr. 262,865 5-40
St. Joseph 291,486 5-27.5
Courtyard 228,826 5-27.5
Rural Development 456,116 5-27.5
Jasper Villas 233,403 5-40
Edmonton Senior 192,099 5-40
Jonesville Manor 499,481 5-27.5
Norton Green 518,273 5-27.5
Owingsville Senior 179,169 5-40
Timpson Seniors 180,407 5-40
Piedmont 240,553 5-27.5
S.F. Arkansas City 123,133 5-27.5
-----------
$8,340,687
===========

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, 1998

SERIES 5
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Seymour Seymour, IN 37 $ 1,245,474
Effingham Effingham, IL 24 806,745
S.F. Winfield Winfield, KS 12 332,101
S.F.Medicine Lodge Medicine Lodge,KS 16 454,111
S.F. Ottawa Ottawa, KS 24 571,963
S.F. Concordia Concordia, KS 20 554,933
Highland View Elgin, OR 24 716,960
Carrollton Club Carrollton, GA 78 2,695,251
Scarlett Oaks Lexington, SC 40 1,394,948
Brooks Hill Ellijay, GA 44 1,467,368
Greensboro Greensboro, GA 24 738,704
Greensboro II Greensboro, GA 33 909,654
Pine Terrace Wrightsville, GA 25 729,806
Shellman Shellman, GA 27 742,488
Blackshear Cordele, GA 46 1,325,176
Crisp Properties Cordele, GA 31 935,722
Crawford Crawford, GA 25 747,994
Yorkshire Wagoner, OK 60 2,093,560
Woodcrest South Boston, VA 40 1,300,460
Fox Ridge Russellville, AL 24 738,849
Redmont II Red Bay, AL 24 697,497
Clayton Clayton, OK 24 671,976
Alma Alma, AR 24 736,070
Pemberton Village Hiawatha, KS 24 640,214
Magic Circle Eureka, KS 24 656,231
Spring Hill Spring Hill, KS 36 1,132,450
Menard Retirement Menard, TX 24 630,513
Wallis Housing Wallis, TX 24 444,857
Zapata Housing Zapata, TX 40 983,899
Mill Creek Grove, OK 60 1,440,139
Portland II Portland, IN 20 585,691
Georgetown Georgetown, OH 24 744,319
Cloverdale Chandler, TX 24 761,053
S. Timber Ridge Cloverdale, IN 44 1,068,059
Pineville Pineville, MO 12 321,356
Ravenwood Americus, GA 24 730,685
------------
$ 32,747,276
============


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, 1998

SERIES 5
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Seymour $ 59,500 $ 1,452,557 $ 6,384
Effingham 38,500 940,327 1,790
S.F. Winfield 18,000 382,920 0
S.F.Medicine Lodge 21,600 542,959 0
S.F. Ottawa 25,200 687,929 (5,680)
S.F. Concordia 28,000 658,961 1
Highland View 16,220 830,471 35,836
Carrollton Club 248,067 722,560 2,247,274
Scarlett Oaks 44,475 992,158 639,341
Brooks Hill 0 214,335 1,536,354
Greensboro 15,930 61,495 788,834
Greensboro II 21,330 92,063 975,271
Pine Terrace 14,700 196,071 674,414
Shellman 13,500 512,531 375,617
Blackshear 60,000 413,143 1,120,519
Crisp Properties 48,000 578,709 501,285
Crawford 16,600 187,812 703,300
Yorkshire 100,000 2,212,045 231,831
Woodcrest 70,000 842,335 662,441
Fox Ridge 39,781 848,996 1,164
Redmont II 25,000 814,432 1,164
Clayton 35,600 835,930 0
Alma 45,000 912,710 0
Pemberton Village 12,020 767,228 (12,269)
Magic Circle 22,660 749,504 23,963
Spring Hill 70,868 1,318,926 59,584
Menard Retirement 21,000 721,251 19,622
Wallis Housing 13,900 553,230 11,324
Zapata Housing 44,000 1,120,538 73,867
Mill Creek 28,000 414,429 1,299,240
Portland II 43,102 410,683 278,378
Georgetown 0 149,483 772,502
Cloverdale 40,000 583,115 320,794
S. Timber Ridge 43,705 1,233,570 5,953
Pineville 59,661 328,468 3,760
Ravenwood 14,300 873,596 0
----------- ------------ ------------
$1,418,219 $25,157,470 $ 13,353,858
=========== ============ ============


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, 1998


SERIES 5
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Seymour $59,500 $ 1,458,941 $ 1,518,441
Effingham 38,500 942,117 980,617
S.F. Winfield 18,000 382,920 400,920
S.F.Medicine Lodge 21,600 542,959 564,559
S.F. Ottawa 25,200 682,249 707,449
S.F. Concordia 28,000 658,962 686,962
Highland View 16,220 866,307 882,527
Carrollton Club 248,068 2,969,833 3,217,901
Scarlett Oaks 44,475 1,631,499 1,675,974
Brooks Hill 77,500 1,673,189 1,750,689
Greensboro 15,930 850,329 866,259
Greensboro II 16,845 1,071,819 1,088,664
Pine Terrace 14,700 870,485 885,185
Shellman 13,500 888,148 901,648
Blackshear 60,000 1,533,662 1,593,662
Crisp Properties 48,000 1,079,994 1,127,994
Crawford 16,600 891,112 907,712
Yorkshire 100,788 2,443,088 2,543,876
Woodcrest 70,000 1,504,776 1,574,776
Fox Ridge 39,781 850,160 889,941
Redmont II 25,000 815,596 840,596
Clayton 35,600 835,930 871,530
Alma 45,000 912,710 957,710
Pemberton Village 12,020 754,959 766,979
Magic Circle 22,660 773,467 796,127
Spring Hill 70,868 1,378,510 1,449,378
Menard Retirement 21,000 740,873 761,873
Wallis Housing 13,900 564,554 578,454
Zapata Housing 46,323 1,192,082 1,238,405
Mill Creek 28,000 1,713,669 1,741,669
Portland II 15,000 717,163 732,163
Georgetown 50,393 871,592 921,985
Cloverdale 40,000 903,909 943,909
S. Timber Ridge 43,705 1,239,523 1,283,228
Pineville 59,661 332,228 391,889
Ravenwood 14,300 873,596 887,896
----------- ------------ ------------
$1,516,637 $38,412,910 $39,929,547
=========== ============ ============

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, 1998

SERIES 5

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

Seymour $ 432,904 5-27.5
Effingham 275,262 5-27.5
S.F. Winfield 120,540 5-27.5
S.F.Medicine Lodge 155,949 5-27.5
S.F. Ottawa 214,383 5-27.5
S.F. Concordia 204,423 5-27.5
Highland View 167,340 5-40
Carrollton Club 724,831 5-27.5
Scarlett Oaks 418,849 5-27.5
Brooks Hill 380,782 5-27.5
Greensboro 189,220 5-30
Greensboro II 238,644 5-30
Pine Terrace 202,724 5-30
Shellman 220,665 5-30
Blackshear 356,117 5-30
Crisp Properties 260,717 5-30
Crawford 211,452 5-30
Yorkshire 398,042 5-50
Woodcrest 300,877 5-40
Fox Ridge 166,388 5-50
Redmont II 163,122 5-50
Clayton 244,048 5-27.5
Alma 291,897 5-25
Pemberton Village 226,255 5-27.5
Magic Circle 225,124 5-27.5
Spring Hill 416,033 5-25
Menard Retirement 116,865 5-30
Wallis Housing 146,758 5-30
Zapata Housing 248,574 5-27.5
Mill Creek 525,068 5-25
Portland II 173,045 5-27.5
Georgetown 184,767 5-50
Cloverdale 288,021 5-27.5
S. Timber Ridge 375,087 5-25
Pineville 122,682 5-27.5
Ravenwood 93,729 5-27.5
-----------
$9,481,184
===========

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, 1998

SERIES 6
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Spruce Pierre, SD 24 $ 918,137
Shannon Apartments O'Neill, NE 16 537,489
Carthage Carthage, MO 24 578,444
Mt. Crest Enterprise, OR 39 1,008,737
Coal City Coal City, IL 24 984,349
Blacksburg Terrace Blacksburg, SC 32 1,091,505
Frazier Smyrna, DE 30 1,480,546
Ehrhardt Ehrhardt, SC 16 565,661
Sinton Sinton, TX 32 856,040
Frankston Frankston, TX 24 562,739
Flagler Beach Flagler Beach, FL 43 1,391,658
Oak Ridge Williamsburg, KY 24 817,521
Monett Monett, MO 32 791,888
Arma Arma, KS 28 721,366
Southwest City Southwest City, MO 12 320,641
Meadowcrest Luverne, AL 32 1,012,190
Parsons Parsons, KS 48 1,269,085
Newport Village Newport, TN 40 1,311,580
Goodwater Falls Jenkins, KY 36 1,144,729
Northfield Station Corbin, KY 24 804,960
Pleasant Hill Square Somerset, KY 24 794,421
Winter Park Mitchell, SD 24 1,008,022
Cornell Watertown, SD 24 875,408
Heritage Drive S. Jacksonville, TX 40 987,947
Brodhead Brodhead, KY 24 793,261
Mt. Vilage Mt. Vernon, KY 24 788,504
Hazelhurst Hazlehurst, MS 32 985,286
Sunrise Yankton, SD 33 1,166,298
Stony Creek Hooversville, PA 32 1,353,017
Logan Place Logan, OH 40 1,260,361
Haines Haines, AK 32 2,398,312
Maple Wood Barbourville, KY 24 800,734
Summerhill Gassville, AR 28 802,186
Dorchester St. George, SC 12 467,101
Lancaster Mountain View, AR 33 1,129,936
Autumn Village Harrison, AR 16 255,998
Hardy Hardy, AR 24 387,572
Dawson Dawson, GA 40 1,196,265
------------
$ 35,619,894
============


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, 1998

SERIES 6
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Spruce $ 60,040 $ 108,772 $ 953,349
Shannon Apartments 5,000 94,494 551,181
Carthage 115,814 578,597 3,902
Mt. Crest 64,914 1,143,675 30,285
Coal City 60,055 1,121,477 34,840
Blacksburg Terrace 39,930 1,278,860 4,280
Frazier 51,665 1,619,209 2,230
Ehrhardt 9,020 671,750 5,006
Sinton 42,103 985,010 12,193
Frankston 30,000 639,068 5,913
Flagler Beach 118,575 1,534,541 0
Oak Ridge 40,000 995,782 2,184
Monett 170,229 782,795 5,764
Arma 85,512 771,316 14,014
Southwest City 67,303 319,272 1,590
Meadowcrest 72,500 1,130,651 587
Parsons 49,780 1,483,188 0
Newport Village 61,350 1,470,505 81,869
Goodwater Falls 32,000 1,142,517 218,846
Northfield Station 44,250 977,220 1,091
Pleasant Hill Square 35,000 893,323 26,487
Winter Park 95,000 1,121,119 36,640
Cornell 32,000 1,017,572 31,442
Heritage Drive S. 44,247 1,151,157 4,186
Brodhead 21,600 932,468 2,466
Mt. Vilage 55,000 884,596 3,562
Hazelhurst 60,000 1,118,734 2,670
Sunrise 90,000 1,269,252 7,540
Stony Creek 0 1,428,656 220,627
Logan Place 39,300 1,477,527 5,823
Haines 189,323 2,851,953 (10,933)
Maple Wood 79,000 924,144 4,600
Summerhill 23,000 788,157 30,084
Dorchester 13,000 239,455 309,817
Lancaster 37,500 1,361,272 (15,951)
Autumn Village 20,000 595,604 0
Hardy 0 473,695 462,820
Dawson 40,000 346,569 1,088,404
----------- ------------ ------------
$2,094,010 $37,723,952 $ 4,139,408
=========== ============ ============


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, 1998


SERIES 6
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Spruce $ 84,155 $ 1,038,006 $ 1,122,161
Shannon Apartments 6,631 644,044 650,675
Carthage 115,814 582,499 698,313
Mt. Crest 64,914 1,173,960 1,238,874
Coal City 60,055 1,156,317 1,216,372
Blacksburg Terrace 39,930 1,283,140 1,323,070
Frazier 51,665 1,621,439 1,673,104
Ehrhardt 9,020 676,756 685,776
Sinton 42,103 997,203 1,039,306
Frankston 30,000 644,981 674,981
Flagler Beach 118,575 1,534,541 1,653,116
Oak Ridge 40,000 997,966 1,037,966
Monett 170,229 788,559 958,788
Arma 89,512 781,330 870,842
Southwest City 67,303 320,862 388,165
Meadowcrest 72,500 1,131,238 1,203,738
Parsons 49,780 1,483,188 1,532,968
Newport Village 61,350 1,552,374 1,613,724
Goodwater Falls 32,000 1,361,363 1,393,363
Northfield Station 44,250 978,311 1,022,561
Pleasant Hill Square 35,000 919,810 954,810
Winter Park 95,000 1,157,759 1,252,759
Cornell 35,592 1,045,422 1,081,014
Heritage Drive S. 44,248 1,155,342 1,199,590
Brodhead 21,600 934,934 956,534
Mt. Vilage 55,000 888,158 943,158
Hazelhurst 60,000 1,121,404 1,181,404
Sunrise 91,600 1,275,192 1,366,792
Stony Creek 104,800 1,544,483 1,649,283
Logan Place 39,300 1,483,350 1,522,650
Haines 189,323 2,841,020 3,030,343
Maple Wood 79,000 928,744 1,007,744
Summerhill 23,000 818,241 841,241
Dorchester 13,000 549,272 562,272
Lancaster 37,500 1,345,321 1,382,821
Autumn Village 20,000 595,604 615,604
Hardy 21,250 915,265 936,515
Dawson 40,000 1,434,973 1,474,973
----------- ------------ ------------
$2,254,999 $41,702,371 $43,957,370
=========== ============ ============

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, 1998

SERIES 6

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

Spruce $ 254,936 5-30
Shannon Apartments 115,724 5-40
Carthage 255,100 5-27.5
Mt. Crest 346,223 5-27.5
Coal City 210,297 5-27.5
Blacksburg Terrace 383,105 5-27.5
Frazier 463,686 5-27.5
Ehrhardt 170,608 5-27.5
Sinton 149,076 5-50
Frankston 96,119 5-30
Flagler Beach 287,403 5-40
Oak Ridge 259,422 5-27.5
Monett 290,138 5-27.5
Arma 286,332 5-27.5
Southwest City 126,732 5-27.5
Meadowcrest 235,491 5-40
Parsons 418,047 5-27.5
Newport Village 418,462 5-27.5
Goodwater Falls 262,024 5-27.5
Northfield Station 190,536 5-27.5
Pleasant Hill Square 179,337 5-27.5
Winter Park 261,121 5-40
Cornell 184,621 5-40
Heritage Drive S. 323,127 5-25
Brodhead 166,104 5-40
Mt. Vilage 161,071 5-50
Hazelhurst 203,459 5-40
Sunrise 298,096 5-27.5
Stony Creek 278,055 5-27.5
Logan Place 312,076 5-27.5
Haines 710,611 5-27.5
Maple Wood 236,042 5-27.5
Summerhill 215,571 5-27.5
Dorchester 129,983 5-27.5
Lancaster 244,244 5-40
Autumn Village 104,698 5-40
Hardy 150,655 5-40
Dawson 172,605 5-40
-----------
$9,550,937
===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997 $28,253,379
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 29,173
Other 0
---------
29,173
Deductions during period:
Cost of real estate sold 4,463
Other 0
--------- (4,463)
------------

Balance at end of period -
December 31, 1998 $28,278,089
============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $6,581,790
Current year expense 919,878
Less Accumulated Depreciation of (4,463)
real estate sold 0
Other ----------
915,415
-----------

Balance at end of period -
December 31, 1998 $7,497,205
===========

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997 $27,434,846
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 69,740
Other 0
---------
69,740
Deductions during period:
Cost of real estate sold 1,400
Other 0
--------- (1,400)
------------

Balance at end of period -
December 31, 1998 $27,503,186
============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $8,538,755
Current year expense 904,751
Less Accumulated Depreciation of (1,400)
real estate sold ----------
Other

903,351
-----------

Balance at end of period -
December 31, 1998 $9,442,106
===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997 $32,609,749
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 27,720
Other 0
---------
27,720
Deductions during period:
Cost of real estate sold 0
Other 0 0
--------- ------------


Balance at end of period -
December 31, 1998 $32,637,469
============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $7,324,765
Current year expense 1,015,919
Less Accumulated Depreciation of 0
real estate sold 3
Other ----------

1,015,922
-----------

Balance at end of period -
December 31, 1998 $8,340,687
===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997 $39,850,241
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 79,306
Other 0
---------
79,306
Deductions during period:
Cost of real estate sold 0
Other 0
--------- 0
------------

Balance at end of period -
December 31, 1998 $39,929,547
============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $8,170,490
Current year expense 1,310,694
Less Accumulated Depreciation of 0
real estate sold 0
Other ----------

1,310,694
-----------

Balance at end of period -
December 31, 1998 $9,481,184
===========




SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1998
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, 1997 $43,865,869
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 91,501
Other 0
---------
91,501
Deductions during period:
Cost of real estate sold 0
Other 0
--------- 0
------------

Balance at end of period -
December 31, 1998 $43,957,370
============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $8,136,483
Current year expense 1,414,454
Less Accumulated Depreciation of 0
real estate sold 0
Other ----------

1,414,454
-----------

Balance at end of period -
December 31, 1998 $9,550,937
===========




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

SERIES2

MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Claxton Elderly 24 659,961 8.75% 5,883 50
Deerfield II 24 703,907 8.75% 6,284 50
Hartwell Family 24 707,353 8.75% 5,307 50
Cherrytree Apts. 33 1,202,929 8.75% 9,011 50
Springwood Apts. 32 1,256,522 8.75% 9,218 50
Lakeshore Apts. 34 1,056,630 8.75% 7,905 50
Lewiston 25 1,002,427 9.00% 7,720 50
Charleston 32 845,720 8.75% 6,333 50
Sallisaw II 47 1,200,424 8.75% 8,980 50
Pocola 36 990,042 8.75% 7,407 50
Inverness Club 72 2,994,175 8.75% 27,905 50
Pearson Elderly 25 634,483 9.00% 4,926 50
Richland Elderly 33 869,921 8.75% 6,517 50
Lake Park 48 1,489,474 9.00% 11,466 50
Woodland Terrace 30 889,989 8.75% 6,666 50
Mt. Vernon Elderly 21 575,735 8.75% 4,309 50
Lakeland Elderly 29 783,774 8.75% 5,882 50
Prairie Apartments 21 978,420 9.00% 7,515 50
Sylacauga Heritage 44 1,389,300 8.75% 10,536 50
Manchester Housing 49 1,461,251 8.75% 10,958 50
Durango C.W.W. 24 1,035,641 9.00% 7,739 50
Columbus Sr. 16 438,264 8.25% 3,102 50
------------
$23,166,342
===========





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

SERIES 3

MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Poteau II 52 1,308,808 9.50% 10,682 50
Sallisaw 52 1,315,971 9.50% 10,654 50
Nowata Properties 32 859,513 9.50% 6,905 50
Waldron Properties 24 642,211 9.00% 4,950 50
Roland II 52 1,315,116 9.50% 10,657 50
Stilwell 48 1,197,343 9.50% 9,727 50
Birchwood Apts. 24 790,993 9.50% 6,410 50
Hornellsville 24 898,197 9.00% 6,927 50
Sunchase II 41 1,198,051 9.00% 9,279 50
CE McKinley II 16 628,869 8.75% 5,146 50
Weston Apartments 10 275,769 9.00% 2,131 50
Countrywood Apts. 40 1,204,860 9.00% 9,310 50
Wildwood Apts. 28 852,081 9.50% 6,906 50
Hancock 12 370,066 9.50% 3,119 50
Hopkins 24 754,271 8.75% 5,815 50
Elkhart Apts. 54 1,154,013 9.00% 9,198 40
Bryan Senior 40 1,087,665 10.00% 9,455 50
Brubaker Square 38 1,120,905 9.00% 8,646 50
Southwood 44 1,491,288 9.25% 11,752 50
Villa Allegra 32 904,491 9.00% 7,053 50
Belmont Senior 24 768,826 9.00% 6,001 50
Heritage Villas 25 680,257 8.75% 5,110 50
Logansport Seniors 32 900,564 8.75% 6,745 50
------------
$21,720,128
===========








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

SERIES 4

MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Alsace Village 24 639,432 9.00% 4,915 50
Seneca Apartments 24 610,487 9.00% 4,692 50
Eudora Senior 36 961,866 8.75% 7,269 50
Westville 36 862,244 8.75% 6,448 50
Wellsville Senior 24 649,970 8.75% 4,859 50
Stilwell II 52 1,293,364 8.75% 9,672 50
Spring Hill Senior 24 699,646 8.75% 5,236 50
Smithfield 40 1,544,268 8.75% 11,746 50
Tarpon Heights 48 1,248,002 8.75% 9,347 50
Oaks Apartments 32 842,816 9.00% 6,663 50
Wynnwood Common 34 1,375,576 8.75% 10,300 50
Chestnut Apartments 24 858,322 8.75% 6,419 50
St. George 24 757,251 8.75% 5,677 50
Williston 24 800,831 9.00% 6,147 50
Brackettville Sr. 32 824,480 8.75% 6,172 50
Sonora Seniors 32 846,173 8.75% 6,337 50
Ozona Seniors 24 633,565 8.75% 4,744 50
Fredericksburg Sr. 48 1,208,446 8.75% 9,050 50
St. Joseph 24 830,674 9.00% 6,379 50
Courtyard 21 713,522 9.25% 5,622 50
Rural Development 25 1,209,938 9.25% 9,539 50
Jasper Villas 25 862,373 8.75% 6,450 50
Edmonton Senior 24 758,838 9.00% 5,688 50
Jonesville Manor 40 1,355,813 8.75% 10,159 50
Norton Green 40 1,346,524 8.75% 10,085 50
Owingsville Senior 22 708,770 9.00% 5,297 50
Timpson Seniors 28 675,560 8.75% 5,058 50
Piedmont 36 1,048,215 8.75% 7,856 50
S.F. Arkansas City 12 341,078 10.62% 3,056 50
------------
$26,508,044
===========



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

SERIES 5

MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Seymour 37 1,245,474 8.75% 9,346 50
Effingham 24 806,745 8.75% 6,032 50
S.F. Winfield 12 332,101 11.37% 3,016 50
S.F.Medicine Lodge 16 454,111 10.62% 4,049 50
S.F. Ottawa 24 571,963 10.62% 5,126 50
S.F. Concordia 20 554,933 11.87% 5,498 50
Highland View 24 716,960 8.75% 5,473 40
Carrollton Club 78 2,695,251 7.75% 18,064 50
Scarlett Oaks 40 1,394,948 8.25% 9,870 50
Brooks Hill 44 1,467,368 8.25% 10,398 50
Greensboro 24 738,704 7.75% 4,937 50
Greensboro II 33 909,654 7.75% 6,129 50
Pine Terrace 25 729,806 8.25% 5,172 50
Shellman 27 742,488 8.25% 5,264 50
Blackshear 46 1,325,176 8.25% 9,389 50
Crisp Properties 31 935,722 8.25% 6,632 50
Crawford 25 747,994 8.25% 5,302 50
Yorkshire 60 2,093,560 8.25% 14,842 50
Woodcrest 40 1,300,460 8.25% 9,402 50
Fox Ridge 24 738,849 9.00% 5,673 50
Redmont II 24 697,497 8.75% 5,355 50
Clayton 24 671,976 8.25% 4,760 50
Alma 24 736,070 8.75% 8,018 50
Pemberton Village 24 640,214 8.75% 4,782 50
Magic Circle 24 656,231 8.75% 4,913 50
Spring Hill 36 1,132,450 8.25% 8,018 50
Menard Retirement 24 630,513 8.75% 4,715 50
Wallis Housing 24 444,857 8.75% 3,688 50
Zapata Housing 40 983,899 8.75% 7,377 50
Mill Creek 60 1,440,139 8.25% 10,192 50
Portland II 20 585,691 8.75% 4,388 50
Georgetown 24 744,319 8.25% 5,265 50
Cloverdale 24 761,053 8.75% 5,693 50
S. Timber Ridge 44 1,068,059 8.75% 7,986 50
Pineville 12 321,356 8.25% 2,318 50
Ravenwood 24 730,685 7.25% 4,595 50
------------
$32,747,276
===========


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

SERIES 6

MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Spruce 24 918,137 8.75% 6,857 50
Shannon Apartments 16 537,489 8.75% 4,014 50
Carthage 24 578,444 8.75% 4,371 50
Mt. Crest 39 1,008,737 8.25% 7,150 50
Coal City 24 984,349 7.75% 6,578 50
Blacksburg Terrace 32 1,091,505 8.25% 7,738 50
Frazier 30 1,480,546 8.25% 10,470 50
Ehrhardt 16 565,661 7.75% 3,791 50
Sinton 32 856,040 8.25% 6,063 50
Frankston 24 562,739 8.75% 4,207 50
Flagler Beach 43 1,391,658 8.25% 9,864 50
Oak Ridge 24 817,521 8.25% 5,800 50
Monett 32 791,888 8.25% 5,598 50
Arma 28 721,366 8.75% 5,388 50
Southwest City 12 320,641 8.25% 2,271 50
Meadowcrest 32 1,012,190 8.25% 7,160 50
Parsons 48 1,269,085 7.75% 8,485 50
Newport Village 40 1,311,580 7.75% 8,798 50
Goodwater Falls 36 1,144,729 7.75% 7,980 50
Northfield Station 24 804,960 7.75% 5,379 50
Pleasant Hill Square 24 794,421 7.75% 5,315 50
Winter Park 24 1,008,022 8.25% 7,131 50
Cornell 24 875,408 8.25% 6,193 50
Heritage Drive S. 40 987,947 8.25% 6,990 50
Brodhead 24 793,261 7.75% 5,303 50
Mt. Vilage 24 788,504 8.25% 5,574 50
Hazelhurst 32 985,286 8.25% 7,105 50
Sunrise 33 1,166,298 8.75% 8,711 50
Stony Creek 32 1,353,017 8.75% 9,065 50
Logan Place 40 1,260,361 8.25% 8,909 50
Haines 32 2,398,312 8.25% 16,950 50
Maple Wood 24 800,734 7.75% 5,381 50
Summerhill 28 802,186 8.25% 5,911 50
Dorchester 12 467,101 7.75% 3,118 50
Lancaster 33 1,129,936 7.75% 7,775 50
Autumn Village 16 255,998 7.00% 2,608 50
Hardy 24 387,572 6.00% 3,639 18
Dawson 40 1,196,265 7.25% 7,524 50
------------
$35,619,894
===========


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.
Raymond James Tax Credit Funds, Inc.





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



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

SIGNATURES


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


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




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



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


Date: July 13, 1999 By:/s/ J. Davenport Mosby
J. Davenport Mosby
Vice President