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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

For the fiscal year ended March 31, 2000

Commission File Number 0-21762

Gateway Tax Credit Fund III Ltd.
(Exact name of Registrant as specified in its charter)
Florida 59-3090386
(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 Record Holders
Title of Each Class March 31, 2000
Limited Partnership Interest 2,266
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. 33-44238

PART I


Item 1. Business

Gateway Tax Credit Fund III 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 III Ltd. and wholly-owned subsidiaries
of Raymond James Financial, Inc. Gateway was formed October 17, 1991 and
commenced operations July 16, 1992 with the first admission of Limited
Partners.

Gateway is engaged in only one industry segment, to acquire limited
partnership interests in unaffiliated limited partnerships ("Project
Partnerships"), each of which owns and operates one or more apartment
complexes eligible for Low-Income Housing Tax Credits under Section 42 of
the Internal Revenue Code ("Tax Credits"), received over a ten year period.
Subject to certain limitations, Tax Credits may be used by Gateway's
investors to reduce their income tax liability generated from other income
sources. Gateway will terminate on December 31, 2040, or sooner, in
accordance with the terms of its Limited Partnership Agreement. As of
March 31, 2000, Gateway received capital contributions of $1,000 from the
General Partners and from the Limited Partners, $10,395,000 in Series 7,
$9,980,000 from Series 8, $6,254,000 from Series 9, $5,043,000 from Series
10 and $5,127,000 from Series 11.

Gateway offered Limited Partnership units in series. Each series is
treated as though it were 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
limited partners of such series.

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

As of March 31, 2000, Gateway had invested in 39 Project Partnerships for
Series 7, 43 Project Partnerships for Series 8, 24 Project Partnerships for
Series 9, 15 Project Partnerships for Series 10 and 12 Project Partnerships
for Series 11. Gateway acquired its interests in these properties by
becoming a limited partner in the Project Partnerships that own the
properties. The primary source of funds for each series is the capital
contributions from Limited Partner investors.

All but eight of the properties are financed 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. One recently acquired property in Series 7 received conventional
financing. One property in Series 9, two properties in Series 10 and one
property in Series 11 are fully financed through the HOME Investment
Partnerships Program. These HOME Program loans provide financing at rates
of 0 % to 0.5% for a period of 15 to 42 years. One property in Series 11
is partially financed by HOME. Two properties in Series 11 received
conventional financing.

Risks related to the operations of Gateway are described in detail on
pages 29 through 38 of the Prospectus, as supplemented, under the Caption
"Risk Factors" which is incorporated herein by reference. The investment
objectives of Gateway are to:

1) Provide tax benefits to Limited Partners in the form of Tax
Credits during the period in which each Project is eligible to claim
tax credits;

2)Preserve and protect the capital 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 39 through 47 of the Prospectus, as supplemented, under the
caption "Investment Objectives and Policies" which is incorporated herein
by reference.

Gateway's goal is 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, 2000 the Series' 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 a 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 net
investment in a Project Partnership in Series 7 is 15.6% of the Series'
total balance sheet assets, Series 8 is 8.1%, Series 9 is 15.6%, Series 10
is 20.5% and Series 11 is 21.7%. The following table provides certain
summary information regarding the Project Partnerships in which Gateway had
an interest as of December 31, 1999:

Item 2 - Properties (continued):


SERIES 7
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ---- -------- -------- -----
Nottingham Pisgah, AL 18 6/92 717,067 100%
Cedar Hollow Waterloo, NE 24 7/92 935,912 96%
Sunrise Mission, SD 44 7/92 2,519,939 91%
Mountain City Mountain City, TN 40 8/92 1,592,708 100%
Burbank Falls City, NE 24 8/92 1,000,742 100%
Washington Bloomfield, NE 24 9/92 970,309 88%
BrookStone McCaysville, GA 40 9/92 1,459,987 98%
Tazewell New Tazewell, TN 44 9/92 1,694,460 100%
N. Irvine Irvine, KY 24 9/92 1,019,229 100%
Horton Horton, KS 24 9/92 932,540 83%
Manchester Manchester, GA 42 9/92 1,475,429 93%
Waynesboro Waynesboro, GA 24 9/92 817,498 100%
Lakeland II Lakeland, GA 30 9/92 1,009,647 90%
Mt. Vernon Mt. Vernon, GA 24 9/92 900,526 71%
Meadow Run Dawson, GA 48 9/92 1,744,840 90%
Spring Creek II Quitman, GA 24 9/92 808,475 100%
Warm Springs Warm Springs, GA 22 9/92 823,327 91%
Blue Ridge Blue Ridge, GA 41 9/92 1,339,143 93%
Walnut Elk Point, SD 24 9/92 1,006,859 100%
Pioneer Mountain View, AR 48 9/92 1,342,489 100%
Dilley Dilley, TX 28 9/92 889,051 97%
Elsa Elsa, TX 40 9/92 1,340,481 100%
Clinch View Gate City, VA 42 9/92 1,774,521 100%
Jamestown Jamestown, TN 40 9/92 1,497,964 100%
Leander Leander, TX 36 9/92 1,114,334 100%
Louisa Sr. Louisa, KY 36 9/92 1,504,659 100%
Orchard Commons Crab Orchard, KY 12 9/92 479,661 95%
Vardaman Vardaman, MS 24 9/92 905,694 100%
Heritage Park Paze, AZ 32 9/92 1,558,643 94%
BrooksHollow Jasper, GA 40 9/92 1,438,920 100%
Cavalry Crossing Ft. Scott, KS 40 9/92 1,774,492 98%
Carson City Carson City, KS 24 11/92 957,858 92%
Matteson Capa, KS 24 11/92 937,850 79%
Pembroke Pembroke, KY 16 12/92 623,304 100%
Robynwood Cynthiana, KY 24 12/92 1,011,684 96%
Atoka Atoka, OK 24 1/93 835,334 96%
Coalgate Coalgate, OK 24 1/93 828,505 100%
Hill Creek West Blocton, AL 24 11/93 968,228 92%
Cardinal Mountain Home, AR 32 11/93 781,436 91%
---- ----------
1,195 45,333,745
==== ==========

An average effective rental per unit is $3,374 per year ($281 per month).

Item 2 - Properties (continued):

SERIES 8

OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- ------
Purdy Purdy, MO 16 12/92 570,951 69%
Galena Galena, KS 24 12/92 750,586 100%
Antlers 2 Antlers, OK 24 1/93 787,859 96%
Holdenville Holdenville, OK 24 1/93 892,598 100%
Wetumka Wetumka, OK 24 1/93 812,853 100%
Mariners Cove Marine City, MI 32 1/93 1,270,387 94%
Mariners Cove Sr. Marine City, MI 24 1/93 986,612 100%
Antlers Antlers, OK 36 3/93 1,321,039 94%
Bentonville Bentonville, AR 24 3/93 758,489 96%
Deerpoint Elgin, AL 24 3/93 932,474 79%
Aurora Aurora, MO 28 3/93 886,857 100%
Baxter Baxter Springs, KS 16 4/93 533,085 100%
Arbor Gate Bridgeport, AL 24 5/93 918,303 96%
Timber Ridge Collinsville, AL 24 5/93 895,627 96%
Concordia Sr. Concordia, KS 24 5/93 826,389 88%
Mountainburg Mountainburg, AR 24 6/93 883,990 96%
Lincoln Pierre, SD 25 5/93 1,114,275 92%
Fox Ridge Russellville, AL 24 6/93 902,785 75%
Meadow View Bridgeport, NE 16 6/93 718,724 94%
Sheridan Auburn, NE 16 6/93 752,487 81%
Morningside Kenton, OH 32 6/93 1,187,597 100%
Grand Isle Grand Isle, ME 16 6/93 1,198,084 63%
Meadowview Van Buren, AR 29 8/93 994,717 90%
Taylor Taylor, TX 44 9/93 1,530,767 100%
Brookwood Gainesboro, TN 44 9/93 1,810,597 93%
Pleasant Valley Lynchburg, TN 33 9/93 1,350,337 100%
Reelfoot Ridgely, TN 20 9/93 814,568 100%
River Rest Newport, TN 34 9/93 1,403,425 100%
Kirskville Kirksville, MO 24 9/93 831,492 100%
Cimmaron Arco, ID 24 9/93 1,101,739 79%
Kenton Kenton, OH 46 9/93 1,770,964 100%
Lovingston Lovingston, VA 64 9/93 2,726,198 100%
Pontotoc Pontotoc, MS 36 10/93 1,326,113 100%
So. Brenchley Rexburg, ID 30 10/93 1,548,673 97%
Hustonville Hustonville, KY 16 10/93 695,605 100%
Northpoint Jackson, KY 24 10/93 1,085,065 96%
Brooks Field Louisville, GA 32 10/93 1,171,823 97%
Brooks Lane Clayton, GA 36 10/93 1,348,191 100%
Brooks Point Dahlonega, GA 41 10/93 1,657,691 98%
Brooks Run Jasper, GA 24 10/93 923,814 100%
Logan Heights Russellville, KY 24 11/93 951,730 58%
Lakeshore 2 Tuskegee, AL 36 12/93 1,415,885 100%
Cottondale Cottondale, FL 25 1/94 948,319 96%
----- -----------
1,207 47,309,764
===== ===========

An average effective rental per unit is $3,283 per year ($273 per month).

Item 2 - Properties (continued):

SERIES 9
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- ------
Jay Jay, OK 24 9/93 810,597 100%
Boxwood Lexington, TX 24 9/93 770,939 100%
Stilwell 3 Stilwell, OK 16 9/93 587,132 81%
Arbor Trace Lake Park, GA 24 11/93 918,358 100%
Arbor Trace 2 Lake Park, GA 42 11/93 1,806,434 95%
Omega Omega, GA 36 11/93 1,407,304 94%
Cornell 2 Watertown, SD 24 11/93 1,152,826 83%
Elm Creek Pierre, SD 24 11/93 1,183,256 83%
Marionville Marionville, MO 20 11/93 696,979 95%
Lamar Lamar, AR 24 12/93 904,325 96%
Mt. Glen Heppner, OR 24 12/93 1,059,006 75%
Centreville Centreville, AL 24 12/93 973,835 96%
Skyview Troy, AL 36 12/93 1,409,957 97%
Sycamore Coffeyville, KS 40 12/93 1,783,471 100%
Bradford Cumberland, KY 24 12/93 1,055,632 96%
Cedar Lane London, KY 24 12/93 995,281 100%
Stanton Stanton, KY 24 12/93 1,001,158 100%
Abernathy Abernathy, TX 24 1/94 781,898 100%
Pembroke Pembroke, KY 24 1/94 998,687 100%
Meadowview Greenville, AL 24 2/94 1,134,218 96%
Town Branch Mt. Vernon, KY 24 12/93 984,410 100%
Fox Run Ragland, AL 24 3/94 971,038 75%
Maple Street Emporium, PA 32 3/94 1,701,192 100%
Manchester Manchester, GA 18 5/94 737,525 94%
----- ----------
624 25,825,458
===== ==========

An average effective rental per unit is $3,260 per year ($272 per month).

Item 2 - Properties (continued):

SERIES 10
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- ------
Redstone Challis, ID 24 11/93 1,125,496 83%
Albany Albany, KY 24 1/94 1,029,662 88%
Oak Terrace Bonifay, FL 18 1/94 664,297 94%
Wellshill West Liberty, KY 32 1/94 1,345,844 100%
Applegate Florence, AL 36 2/94 1,835,942 97%
Heatherwood Alexander, AL 36 2/94 1,609,061 100%
Peachtree Gaffney, SC 28 3/94 1,046,466 100%
Donna Donna, TX 50 1/94 1,780,076 100%
Wellsville Wellsville, NY 24 2/94 1,335,010 100%
Tecumseh Tecumseh, NE 24 4/94 1,072,910 75%
Clay City Clay City, KY 24 5/94 1,023,549 96%
Irvine West Irvine, KY 24 5/94 1,088,804 88%
New Castle New Castle, KY 24 5/94 1,021,516 88%
Stigler Stigler, OK 20 7/94 754,056 100%
Courtyard Huron, SD 21 8/94 767,840 100%
---- ----------
409 17,500,529
==== ==========



An average effective rental per unit is $3,274 per year ($273 per month).

Item 2 - Properties (continued):

SERIES 11
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- ------
Homestead Pinetop, AZ 32 9/94 1,755,138 100%
Mountain Oak Collinsville, AL 24 9/94 879,424 92%
Eloy Eloy, AZ 24 11/94 929,632 100%
Gila Bend Gila Bend, AZ 36 11/94 1,274,647 83%
Creekstone Dallas, GA 40 12/94 2,008,604 88%
Tifton Tifton, GA 36 12/94 1,706,886 97%
Cass Towne Cartersville, GA 10 12/94 325,820 100%
Warsaw Warsaw, VA 56 12/94 3,324,766 100%
Royston Royston, GA 25 12/94 935,906 100%
Red Bud Mokane, MO 8 12/94 301,117 100%
Cardinal Mountain Home, AR 32 12/94 509,809 91%
Parsons Parsons, KS 38 12/94 1,344,835 100%
---- -----------
361 15,296,584
==== ===========




An average effective rental per unit is $3,882 per year ($323 per month).

Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1999, 1998 and 1997
is as follows:
12/31/99
SERIES 7 SERIES 8 SERIES 9
Land $ 1,619,533 $1,978,810 $1,099,659
Land Improvements 168,279 425,856 178,022
Buildings 41,891,396 43,313,983 23,585,182
Furniture and Fixtures 1,654,537 1,591,115 962,595
----------- ------------- -----------
Properties, at Cost 45,333,745 47,309,764 25,825,458
Less: Accum.Depreciation 10,191,396 10,000,399 4,837,043
----------- ------------- ------------
Properties, Net $ 35,142,349 $37,198,365 $20,988,415


SERIES 10 SERIES 11 TOTAL
Land $648,625 $ 599,197 $5,945,824
Land Improvements 59,331 0 831,488
Buildings 16,293,622 14,273,888 139,358,071
Furniture and Fixtures 498,951 423,500 5,130,698
------------ ------------- ------------
Properties, at Cost 17,500,529 15,296,585 151,266,081
Less: Accum.Depreciation 2,735,822 2,218,007 30,093,667
------------- ------------- ------------
Properties, Net $14,764,707 $13,078,578 $121,172,414

12/31/98
SERIES 7 SERIES 8 SERIES 9
Land $ 1,615,119 $ 1,978,810 $ 1,099,659
Land Improvements 80,236 425,076 178,022
Buildings 41,955,360 43,302,724 23,565,995
Furniture and Fixtures 1,604,319 1,547,616 950,216
----------- -------------- -----------
Properties, at Cost 45,255,034 47,254,226 25,793,892
Less: Accum.Depreciation 8,688,650 8,013,045 3,996,265
----------- -------------- ------------
Properties, Net $ 36,566,384 $ 39,241,181 $ 21,797,627


SERIES 10 SERIES 11 TOTAL
Land $648,625 $ 599,197 5,941,410
Land Improvements 59,331 0 742,665
Buildings 16,293,622 14,225,668 139,343,369
Furniture and Fixtures 477,090 448,900 5,028,141
------------ -------------- ------------
Properties, at Cost 17,478,668 15,273,765 151,055,585
Less: Accum.Depreciation 2,238,601 1,745,396 24,681,957
------------- -------------- ------------
Properties, Net $15,240,067 $ 13,528,369 $126,373,628
------------- -------------- ------------


12/31/97
SERIES 7 SERIES 8 SERIES 9
Land $ 1,615,119 $ 1,978,810 $ 1,099,659
Land Improvements 78,933 425,076 178,022
Buildings 41,938,629 43,289,922 23,558,060
Furniture and Fixtures 1,593,970 1,517,796 916,152
----------- ----------- -----------
Properties, at Cost 45,226,651 $47,211,604 $25,751,893
Less: Accum.Depreciation 7,267,152 6,410,571 3,111,495
----------- ----------- -----------
Properties, Net $37,959,499 $40,801,033 $22,640,398
=========== =========== ===========


SERIES 10 SERIES 11 TOTAL
Land $ 648,625 $ 599,197 $ 5,941,410
Land Improvements 58,185 0 740,216
Buildings 16,279,503 14,270,891 139,337,005
Furniture and Fixtures 453,895 361,272 4,843,085
----------- ----------- ------------
Properties, at Cost $17,440,208 $15,231,360 $150,861,716
Less: Accum.Depreciation 1,734,926 1,240,103 19,764,247
----------- ----------- ------------
Properties, Net $15,705,282 $13,991,257 $131,097,469
=========== =========== ============


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, 2000, no matters were submitted to a vote of security
holders, through the solicitation of proxies or otherwise.

PART II

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

(a) Gateway's Limited Partnership interests are not publicly
traded. There is no market for Gateway's Limited Partnership
interests and it is unlikely that any will develop. No transfers
of Limited Partnership Interests 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 Limited Partnership units are
transferred. The criteria for and the details regarding transfers
are found on pages A-28 and A-29 of the Limited Partnership
Agreement under ARTICLE XII under the caption "Transfers of Units"
found in the Prospectus, which is incorporated herein by reference.

There have been no distributions to Limited Partner investors from
inception to date.

(b) Approximate Number of Equity Security Holders:

Number of Holders
Title of Class as of March 31, 2000
Limited Partner Interest 2,266
General Partner Interest 2

Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,
SERIES 7 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total
Revenues $ 43,650 $ 43,550 $ 44,592 $ 43,466 $ 54,373

Net Loss (555,736) (812,428) (1,010,863) (1,026,918 (1,014,650)
Equity in
Losses of
Project
Partnerships (471,721) (718,721) (909,991) (936,184) (936,257)

Total Assets 2,972,199 3,481,841 4,255,853 5,218,302 6,203,282

Investments
In Project
Partnerships 2,237,728 2,749,505 3,517,852 4,483,546 5,464,982

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 161.40 161.40 161.50 160.60 153.40
Portfolio
Income 11.50 11.20 10.30 9.80 9.60
Passive Loss (117.20) (112.50) (117.30) (113.20) (121.90)

Net Loss (52.93) (77.37) (96.27) (97.81) (96.63)


FOR THE YEARS ENDED MARCH 31,
SERIES 8 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total
Revenues $ 45,674 $ 45,764 $ 46,987 $ 48,637 $ 46,431

Net Loss (1,247,292) (1,055,240) (1,060,938) (1,089,189) (1,201,546)

Equity in
Losses of
Project
Partnerships (1,158,932) (960,106) (963,455) (999,833) (1,110,855)

Total Assets 2,238,666 3,435,008 4,446,829 5,451,625 6,480,200

Investments
In Project
Partnerships 1,423,188 2,612,574 3,608,229 4,614,122 5,658,160

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 160.80 160.80 160.80 159.20 143.80
Portfolio
Income 10.70 10.60 10.60 8.90 8.00
Passive Loss (133.70) (137.00) (130.60) (138.30) (131.60)
Net Loss (124.10) (104.99) (105.56) (108.37) (119.55)


FOR THE YEARS ENDED MARCH 31,
SERIES 9 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total
Revenues $ 25,243 $ 24,872 $ 25,209 $ 25,848 $ 29,092

Net Loss (547,924) (570,231) (512,506) (557,202) (504,713)
Equity in
Losses of
Project
Partnerships (496,765) (517,316) (459,629) (506,807) (458,221)

Total Assets 2,774,157 3,289,179 3,830,465 4,307,579 4,824,662

Investments
In Project
Partnerships 2,303,872 2,818,653 3,363,377 3,848,367 4,397,301

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 153.40 153.40 153.40 153.30 143.10
Portfolio
Income 10.40 10.10 9.10 8.10 8.50
Passive Loss (124.90) (106.70) (100.80) (108.70) (102.70)

Net Loss (86.74) (90.27) (81.13) (88.20) (79.90)


FOR THE YEARS ENDED MARCH 31,
SERIES 10 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total
Revenues $ 24,705 $ 24.421 $ 24,885 $ 24,953 $ 27,591

Net Loss (328,409) (264,781) (224,779) (214,923) (189,034)

Equity in
Losses of
Project
Partnerships (299,182) (237,276) (195,183) (190,191) (167,857)

Total Assets 3,202,510 3,523,986 3,784,494 4,006,856 4,203,400

Investments
In Project
Partnerships 2,764,397 3,086,492 3,352,669 3,571,518 3,788,041

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 149.60 149.60 149.60 149.60 139.10
Portfolio
Income 11.30 11.10 9.70 8.88 8.80
Passive Loss (103.70) (89.60) (82.30) (79.00) (79.80)

Net Loss (64.47) (51.98) (44.13) (42.19) (37.11)



FOR THE YEARS ENDED MARCH 31,
SERIES 11 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Total
Revenues $ 27,431 $ 27,001 $ 26,502 $ 30,465 $ 69,130

Net Loss (164,613) (152,545) (183,183) (196,029) (108,465)

Equity in
Losses of
Project
Partnerships (143,181) (128,802) (163,364) (182,485) (134,308)

Total Assets 3,998,687 4,163,711 4,314,491 4,487,039 4,962,767

Investments
In Project
Partnerships 3,534,837 3,701,295 3,861,731 4,070,301 4,340,316

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 145.70 145.70 146.20 57.50 32.70
Portfolio
Income 10.20 10.80 9.50 11.00 20.70
Passive Loss (51.10) (51.20) (58.40) (57.50) (37.60)

Net Loss (31.79) (29.46) (35.37) (37.85) (20.94)

(A) The 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 July 16, 1992 with the first admission of
Limited Partners in Series 7. The proceeds from Limited Partner investors'
capital contributions available for investment are 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, 2000, March 31, 1999 and March 31, 1998. General and Administrative
expenses - General Partner and General and Administrative expenses - Other
for the year ended March 31, 2000 are comparable to March 31, 1999 and
March 31, 1998.

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 investors' return of their
original capital contribution.)

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.

Series 7 - Gateway closed this series on October 16, 1992 after
receiving $10,395,000 from 635 Limited Partner investors. As of March 31,
2000, the series had invested $7,732,089 in 39 Project Partnerships located
in 14 states containing 1,195 apartment units. Average occupancy of the
Project Partnerships was 96% at December 31, 1999.

The Equity in Losses of Project Partnerships decreased from $718,721 for
the year ended March 31, 1999 to $471,721 for the year ended March 31, 2000
as a result of not including losses of $396,875, as these losses would
reduce the investment in certain Project Partnerships below zero. Equity in
losses of Project Partnerships for the year ended March 31, 1999 of
$718,721 were comparable to the Equity in losses of Project Partnerships of
$909,991 for the year ended March 31, 1998. 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 $1,573,077, $1,525,659 and $1,502,758 for the periods ended
December 31, 1997, 1998 and 1999, respectively.) As a result, management
expects that this Series, as well as the Series 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. However, one Project Partnership experienced significant
operating problems worth noting.

At March 31, 2000, the Series had $324,156 of short-term investments
(Cash and Cash Equivalents). It also had $410,315 in Zero Coupon
Treasuries with annual maturities providing $57,000 in fiscal year 2000
increasing to $86,000 in fiscal year 2008. 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 $555,736 for the year ending March 31, 2000. However, after adjusting
for Equity in Losses of Project Partnerships of $471,721 and the changes in
operating assets and liabilities, net cash used in operating activities was
$42,376 of which $44,219 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $67,219 consisting of $33,446 in
cash distributions from the Project Partnerships and $33,773 from matured
Zero Coupon Treasuries. There were no unusual events or trends to
describe.

A Project Partnership located in Elk Point, SD experienced cash
shortages from operations in 1998 due to low occupancy. However, in 1999
occupancy rates increased to an average of 96%, which resulted in positive
cash flows for the year. The partnership has shown marked improvement and
is no longer considered a problem. Management does not expect any
materially adverse effect to Gateway from this Project Partnership.

A Project Partnership located in Bloomfield, NE experienced cash
shortages from operations in 1998 due to low occupancy. The project had a
rent increase of $15 per unit as of January 1999. In addition, the average
occupancy rate increased from 81% in 1998 to 86% in 1999, which resulted in
positive cash flows for the year. The local general partner continues to
actively market the development. Management does not expect any materially
adverse effect to Gateway from this Project Partnership.

Series 8 - Gateway closed this Series on June 28, 1993 after receiving
$9,980,000 from 664 Limited Partner investors. As of March 31, 2000, the
series had invested $7,586,105 in 43 Project Partnerships located in 18
states containing 1,207 apartment units. Average occupancy of the Project
Partnerships was 95% at December 31, 1999.

Equity in Losses of Project Partnerships were comparable for the year
ended March 31, 1998 and for the year ended March 31, 1999 and increased to
$1,158,932 for the year ended March 31, 2000. In 1999, four Project
Partnerships had a change in Accounting Principle as a result of changing
its method of depreciating buildings. The effect of the change increased
the net loss of the Project Partnerships for the year ended March 31, 2000
by approximately $492,000. As presented in Note 2, Gateway's share of net
loss increased from $1,129,437 in 1998 to $1,588,675 in 1999. Suspended
Losses increased from $169,331 for the year ended March 31, 1999 to
$429,743 for the year ended March 31, 2000. These losses would reduce the
investment in Project Partnerships below zero. (These Project Partnerships
reported depreciation and amortization of $1,627,815, $1,609,164 and
$2,101,828 for the periods ended December 31, 1997, 1998 and 1999,
respectively.) Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which meet
projections.

At March 31, 2000, the Series had $425,447 of short-term investments
(Cash and Cash Equivalents). It also had $390,031 in Zero Coupon
Treasuries with annual maturities providing $54,000 in fiscal year 2000
increasing to $82,000 in fiscal year 2008. 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 $1,247,292 for the year ending March 31, 2000. However, after adjusting
for Equity in Losses of Project Partnerships of $1,158,932 and the changes
in operating assets and liabilities, net cash used in operating activities
was $42,376 of which $44,219 was the Asset Management Fee actually paid.
Cash provided by investing activities totaled $56,221 consisting of $24,159
received in cash distributions from the Project Partnerships and $32,062
from matured Zero Coupon Treasuries. 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. There
were no unusual events or trends to describe.

A Project Partnership located in Russellville, KY experienced cash
shortages from operations in 1998 and 1999 due to low occupancies. The
local general partner has funded the deficit by lending $16,400 in previous
years. The cash shortage for 1999 was considerably less than in 1998 and
no additional funding was needed in 1999. However, the local general
partner will continue to fund the operating deficits of the partnership as
needed. Management does not expect any materially adverse effect to
Gateway from this Project Partnership.

Series 9 - Gateway closed this Series on September 30, 1993 after
receiving $6,254,000 from 406 Limited Partner investors. As of March 31,
2000, the series had invested $4,914,116 in 24 Project Partnerships located
in 11 states containing 624 apartment units. Average occupancy of the
Project Partnerships was 94% at December 31, 1999.

Equity in losses of Project Partnerships of $496,765 for the year ended
March 31, 2000 were comparable to $517,316 for the year ended March 31,
1999 and to $459,629 for the year ended March 31, 1998. (These Project
Partnerships reported depreciation and amortization of $901,709, $887,635
and $842,272 for the years ended December 31, 1997, 1998 and 1999,
respectively.) Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which meet
projections.

At March 31, 2000, the Series had $209,964 of short-term investments
(Cash and Cash Equivalents). It also had $260,321 in Zero Coupon
Treasuries with annual maturities providing $32,000 in fiscal year 2000
increasing to $47,000 in fiscal year 2009. 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 $547,924 for the period ending March 31, 2000. After adjusting for
Equity in Losses of Project Partnerships of $496,765 and the changes in
operating assets and liabilities, net cash used in operating activities was
$20,258 of which $18,828 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $34,604 consisting of $12,297
received in cash distributions from the Project Partnerships and $22,307
from matured Zero Coupon Treasuries. 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. There
were no unusual events or trends to describe.

A Project Partnership located in Pierre, SD experienced cash shortages
from operations in 1999 due to low occupancy as a result of a reduction of
state employees and the development of a 150-unit manufactured housing
subdivision. The manufacturer offers houses for rent, rent to own, or for
sale with no down payment. The general partner is actively marketing the
project. Management does not expect any materially adverse effect to
Gateway from this Project Partnership.

Series 10 - Gateway closed this Series on January 21, 1994 after
receiving $5,043,000 from 325 Limited Partner investors. As of March 31,
2000, the series had invested $3,914,672 in 15 Project Partnerships located
in 10 states containing 409 apartment units. Average occupancy of the
Project Partnerships was 95% at December 31, 1999.

Equity in losses of Project Partnerships of $299,182 for the year
ended March 31, 2000 were comparable to $237,276 for the year ended March
31, 1999 and to $195,183 for the year ended March 31, 1998. (These Project
Partnerships reported depreciation and amortization of $511,020, $511,296
and $502,179 for the years ended December 31, 1997, 1998, and 1999
respectively.) Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which meet
projections.

At March 31, 2000, the Series had $226,070 of short-term investments
(Cash and Cash Equivalents). It also had $212,043 in Zero Coupon
Treasuries with annual maturities providing $25,000 in fiscal year 2000
increasing to $40,000 in fiscal year 2010. 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 net loss of
$328,409 for the year ending March 31, 2000. After adjusting for Equity in
Losses of Project Partnerships of $299,182 and the changes in operating
assets and liabilities, net cash used in operating activities was $24,564
of which $28,392 was the Asset Management Fee actually paid. Cash provided
by investing activities totaled $34,068 consisting of $17,291 received in
cash distributions from the Project Partnerships and $16,777 from matured
Zero Coupon Treasuries. 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. There were no unusual
events or trends to describe.

Series 11 - Gateway closed this Series on April 29, 1994 after receiving
$5,127,000 from 330 Limited investors. As of March 31, 2000 the series had
invested $4,128,042 in 12 Project Partnerships located in 7 states
containing 361 apartments. Average occupancy of the Project Partnerships
was 95% at December 31, 1999.

Equity in losses of Project Partnerships were comparable for the years
ended March 31, 1998, 1999 and 2000. (These Project Partnerships reported
depreciation and amortization of $506,631, $510,062 and $516,489 for the
periods ended December 31, 1997, 1998 and 1999.) Overall management
believes the Project Partnerships are operating as expected and are
generating tax credits which meet projections.

At March 31, 2000, the Series had $230,874 of short-term investments
(Cash and Cash Equivalents). It also had $232,976 in Zero Coupon
Treasuries with annual maturities providing $26,000 in fiscal year 1999
increasing to $44,000 in fiscal year 2010. 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 net loss of
$164,613 for the year ending March 31, 2000. After adjusting for Equity in
Losses of Project Partnerships of $143,181 and the changes in operating
assets and liabilities, net cash used in operating activities was $23,504
of which $29,914 was the Asset Management Fee actually paid. Cash provided
by investing activities totaled $31,354 consisting of $16,371 from matured
Zero Coupon Treasures and $14,983 received in cash distributions from
Project Partnerships. 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. 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 III Ltd.

We have audited the accompanying balance sheets of each of the five Series
(Series 7 through 11) constituting Gateway Tax Credit Fund III Ltd. (a
Florida Limited Partnership) as of March 31, 2000 and 1999 and the related
statements of operations, partners' equity (deficit), and cash flows of
each of the five Series for each of the periods presented. These financial
statements 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 III 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, 2000 and 1999 and the
equity in their losses total for each of the periods indicated:

Assets Partnership Loss
March 31, Year Ended March 31,
--------- ---------------------
2000 1999 2000 1999 1998
---- ---- ---- ---- ----

Series 7 $1,480,234 $1,861,653 $ 357,271 $386,712 $536,596
Series 8 903,307 1,714,808 837,764 363,389 516,746
Series 9 1,326,409 1,369,649 173,999 137,114 128,053
Series 10 1,916,458 2,029,179 97,059 62,725 65,059
Series 11 2,953,738 3,123,469 148,088 130,338 148,066

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 7
through 11) constituting Gateway Tax Credit Fund III Ltd. as of March 31,
2000 and 1999, and the results of their operations and their cash flows for
each of the periods presented, 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.

As discussed in Note 2, four of the Project Partnerships, whose financial
statements were audited by other auditors, changed their method of
computing depreciation for the year ended December 31, 1999.


/s/ Spence Marston, Bunch, Morris & Co.
SPENCE, MARSTON, BUNCH, MORRIS & CO.
Certified Public Accountants

Clearwater, Florida
July 6, 2000

PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2000 AND 1999

SERIES 7 2000 1999
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 324,156 $ 299,313
Investments in Securities 54,067 50,412
----------- -----------
Total Current Assets 378,223 349,725

Investments in Securities 356,248 382,611
Investments in Project Partnerships, Net 2,237,728 2,749,505
----------- -----------
Total Assets $2,972,199 $3,481,841
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 54,468 $ 52,109
----------- -----------
Total Current Liabilities 54,468 52,109
----------- -----------
Long-Term Liabilities:
Payable to General Partners 312,688 268,953
----------- -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for
Series 11 at March 31, 2000 and 1999) 2,670,270 3,220,449
General Partners (65,227) (59,670)
----------- -----------
Total Partners' Equity 2,605,043 3,160,779
----------- -----------
Total Liabilities and Partners' Equity $2,972,199 $3,481,841
=========== ===========



See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2000 AND 1999

SERIES 8 2000 1999
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 425,447 $ 411,602
Investments in Securities 51,329 45,734
---------- ----------
Total Current Assets 476,776 457,336

Investments in Securities 338,702 365,098
Investments in Project Partnerships, Net 1,423,188 2,612,574
---------- ----------
Total Assets $2,238,666 $3,435,008
========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 45,318 $ 42,668
---------- ----------
Total Current Liabilities 45,318 42,668
---------- ----------
Long-Term Liabilities:
Payable to General Partners 364,673 316,373
---------- ----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for
Series 11 at March 31, 2000 and 1999) 1,898,013 3,132,833
General Partners (69,338) (56,866)
----------- -----------
Total Partners' Equity 1,828,675 3,075,967
----------- -----------
Total Liabilities and Partners' Equity $2,238,666 $3,435,008
=========== ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2000 AND 1999

SERIES 9 2000 1999
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 209,964 $ 195,618
Investments in Securities 30,560 29,663
----------- -----------
Total Current Assets 240,524 225,281

Investments in Securities 229,761 245,245
Investments in Project Partnerships, Net 2,303,872 2,818,653
----------- -----------
Total Assets $2,774,157 $3,289,179
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 25,970 $ 24,561
----------- -----------
Total Current Liabilities 25,970 24,561
----------- -----------
Long-Term Liabilities:
Payable to General Partners 214,521 183,028
----------- -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for Series 11
at March 31, 2000 and 1999) 2,563,166 3,105,611
General Partners (29,500) (24,021)
----------- -----------
Total Partners' Equity 2,533,666 3,081,590
----------- -----------
Total Liabilities and Partners' Equity $2,774,157 $3,289,179
=========== ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2000 AND 1999

SERIES 10 2000 1999
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents 226,070 $ 216,566
Investments in Securities 23,784 22,855
----------- -----------
Total Current Assets 249,854 239,421

Investments in Securities 188,259 198,073
Investments in Project Partnerships, Net 2,764,397 3,086,492
----------- -----------
Total Assets $3,202,510 $3,523,986
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 29,116 $ 28,101
----------- -----------
Total Current Liabilities 29,116 28,101
----------- -----------
Long-Term Liabilities:
Payable to General Partners 57,475 51,557
----------- -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for
Series 11 at March 31, 2000 and 1999) 3,128,940 3,454,065
General Partners (13,021) (9,737)
----------- -----------
Total Partners' Equity 3,115,919 3,444,328
----------- -----------
Total Liabilities and Partners' Equity $3,202,510 $3,523,986
=========== ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2000 AND 1999

SERIES 11 2000 1999
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 230,874 $ 223,024
Investments in Securities 24,571 22,713
----------- -----------
Total Current Assets 255,445 245,737

Investments in Securities 208,405 216,679
Investments in Project Partnerships, Net 3,534,837 3,701,295
------------ ------------
Total Assets $3,998,687 $4,163,711
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 28,842 $ 27,805
----------- -----------
Total Current Liabilities 28,842 27,805
----------- -----------
Long-Term Liabilities:
Payable to General Partners 19,190 20,638
----------- -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for Series 11
at March 31, 2000 and 1999 3,957,139 4,120,106
General Partners (6,484) (4,838)
------------ ------------
Total Partners' Equity 3,950,655 4,115,268
------------ ------------
Total Liabilities and Partners' Equity $3,998,687 $4,163,711
============ ============

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2000 AND 1999

TOTAL SERIES 7 -11 2000 1999
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,416,511 $ 1,346,123
Investments in Securities 184,311 171,377
------------ ------------
Total Current Assets 1,600,822 1,517,500

Investments in Securities 1,321,375 1,407,706
Investments in Project Partnerships, Net 12,264,022 14,968,519
------------ ------------
Total Assets $15,186,219 $17,893,725
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 183,714 $ 175,244
----------- -----------
Total Current Liabilities 183,714 175,244
----------- -----------
Long-Term Liabilities:
Payable to General Partners 968,547 840,549
----------- -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for Series
11 at March 31, 2000 and 1999) 14,217,528 17,033,063
General Partners (183,570) (155,131)
------------ ------------
Total Partners' Equity 14,033,958 16,877,932
------------ ------------
Total Liabilities and Partners' Equity $15,186,219 $17,893,725
============ ============

See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
SERIES 7 2000 1999 1998
---- ---- ----
Revenues:
Interest Income $ 43,650 $ 43,550 $ 44,592
Other Income 7,586 0 0
----------- ----------- -----------
Total Revenues 51,236 43,550 44,592
----------- ----------- -----------
Expenses:
Asset Management Fee-General
Partner 87,952 88,207 88,433
General and Administrative:
General Partner 14,609 13,177 14,380
Other 18,494 16,673 21,005
Amortization 14,196 19,200 21,646
----------- ----------- ------------
Total Expenses 135,251 137,257 145,464
----------- ----------- ------------
Loss Before Equity in Losses
of Project Partnerships (84,015) (93,707) (100,872)
Equity in Losses of Project
Partnerships (471,721) (718,721) (909,991)
------------ ------------ ------------
Net Loss $ (555,736) $ (812,428) $(1,010,863)
============ ============ ============
Allocation of Net Loss:
Assignees $ (550,179) $ (804,304) $(1,000,754)
General Partners (5,557) (8,124) (10,109)
------------ ------------ ------------
$ (555,736) $ (812,428) $(1,010,863)
============ ============ ============
Net Loss Per Beneficial
Assignee Certificate $ (52.93) $ (77.37) $ (96.27)
Number of Beneficial Assignee ============ ============ ============
Certificates Outstanding 10,395 10,395 10,395
============ ============ ============



See accompanying notes to financial statements.



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

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
SERIES 8 2000 1999 1998
---- ---- ----
Revenues:
Interest Income $ 45,674 $ 45,764 $ 46,987
Other Income 2,760 0 0
----------- ---------- -----------
Total Revenues 48,434 45,764 46,987
----------- ---------- -----------
Expenses:
Asset Management Fee-General
Partner 91,655 91,933 92,191
General and Administrative:
General Partner 16,108 14,528 15,855
Other 19,976 18,371 21,722
Amortization 9,055 16,066 14,702
----------- ----------- ------------
Total Expenses 136,794 140,898 144,470
----------- ----------- ------------
Loss Before Equity in Losses
of Project Partnerships (88,360) (95,134) (97,483)
Equity in Losses of Project
Partnerships (1,158,932) (960,106) (963,455)
----------- ----------- ------------
Net Loss $(1,247,292) $(1,055,240) $(1,060,938)
=========== =========== ============
Allocation of Net Loss:
Assignees $(1,234,819) $(1,044,688) $(1,050,329)
General Partners (12,473) (10,552) (10,609)
----------- ----------- ------------
$(1,247,292) $(1,055,240) $(1,060,938)
=========== =========== ============
Net Loss Per Beneficial
Assignee Certificate $ (124.10) $ (104.99) $ (105.56)
Number of Beneficial Assignee =========== =========== ============
Certificates Outstanding 9,950 9,950 9,950
=========== =========== ============


See accompanying notes to financial statements.



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

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 9 2000 1999 1998
---- ---- ----
Revenues:
Interest Income $ 25,243 $ 24,872 $ 25,209
Other Income 0 0 0
----------- ---------- -----------
Total Revenues 25,243 24,872 25,209
----------- ---------- -----------
Expenses:
Asset Management Fee-General
Partner 50,319 50,458 50,592
General and Administrative:
General Partner 8,991 8,109 8,849
Other 11,373 10,618 12,575
Amortization 5,719 8,602 6,070
----------- ---------- ------------
Total Expenses 76,402 77,787 78,086
----------- ---------- ------------
Loss Before Equity in Losses
of Project Partnerships (51,159) (52,915) (52,877)
Equity in Losses of Project
Partnerships (496,765) (517,316) (459,629)
---------- ---------- -----------
Net Loss $ (547,924) $(570,231) $ (512,506)
=========== ========== ===========
Allocation of Net Loss:
Assignees $ (542,445) $(564,529) $ (507,381)
General Partners (5,479) (5,702) (5,125)
----------- ---------- -----------
$ (547,924) $(570,231) $ (512,506)
=========== ========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (86.74) $ (90.27) $ (81.13)
Number of Beneficial Assignee ============ ========== ===========
Certificates Outstanding 6,254 6,254 6,254
============ ========== ===========


See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 10 2000 1999 1998
---- ---- ----
Revenues:
Interest Income $ 24,705 $ 24,421 $ 24,885
Other Income 0 0 0
----------- ---------- -----------
Total Revenues 24,705 24,421 24,885
----------- ---------- -----------
Expenses:
Asset Management Fee-General
Partner 34,309 34,427 34,101
General and Administrative:
General Partner 5,619 5,068 5,531
Other 8,382 7,500 9,031
Amortization 5,622 4,931 5,818
---------- ---------- -----------
Total Expenses 53,932 51,926 54,481
---------- ---------- -----------
Loss Before Equity in Losses
of Project Partnerships (29,227) (27,505) (29,596)
Equity in Losses of Project
Partnerships (299,182) (237,276) (195,183)
---------- ---------- -----------
Net Loss $(328,409) $(264,781) $ (224,779)
========== ========== ===========
Allocation of Net Loss:
Assignees $(325,125) $(262,133) $ (222,531)
General Partners (3,284) (2,648) (2,248)
---------- ---------- -----------
$(328,409) $(264,781) $ (224,779)
========== ========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (64.47) $ (51.98) $ (44.13)
Number of Beneficial Assignee ========== ========== ===========
Certificates Outstanding 5,043 5,043 5,043
========== ========== ===========


See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 11 2000 1999 1998
---- ---- ----
Revenues:
Interest Income $ 27,431 $ 27,001 $ 26,502
Other Income 0 0 0
----------- ----------- -----------
Total Revenues 27,431 27,001 26,502
----------- ----------- -----------
Expenses:
Asset Management Fee-General
Partner 28,465 27,721 27,281
General and Administrative:
General Partner 4,495 4,054 4,424
Other 7,609 7,007 8,124
Amortization 8,294 11,962 6,492
----------- ----------- -----------
Total Expenses 48,863 50,744 46,321
----------- ----------- -----------

Loss Before Equity in Losses
of Project Partnerships (21,432) (23,743) (19,819)
Equity in Losses of Project
Partnerships (143,181) (128,802) (163,364)
---------- ---------- -----------
Net Loss $(164,613) $(152,545) $ (183,183)
========== ========== ===========
Allocation of Net Loss:
Assignees $(162,967) $(151,020) $ (181,351)
General Partners (1,646) (1,525) (1,832)
---------- ---------- -----------
$(164,613) $(152,545) $ (183,183)
========== ========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (31.79) $ (29.46) $ (35.37)
Number of Beneficial Assignee ========== ========== ===========
Certificates Outstanding 5,127 5,127 5,127
========== ========== ===========



See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 7 - 11 2000 1999 1998
---- ---- ----
Revenues:
Interest Income $ 166,703 $ 165,608 $ 168,175
Other Income 10,346 0 0
----------- ----------- -----------
Total Revenues 177,049 165,608 168,175
----------- ----------- -----------
Expenses:
Asset Management Fee-General
Partner 292,700 292,746 292,598
General and Administrative:
General Partner 49,822 44,936 49,039
Other 65,834 60,169 72,457
Amortization 42,886 60,761 54,728
------------ ------------ -----------
Total Expenses 451,242 458,612 468,822
------------ ------------ -----------
Loss Before Equity in Losses
of Project Partnerships (274,193) (293,004) (300,647)
Equity in Losses of Project
Partnerships (2,569,781) (2,562,221) (2,691,622)
------------- ------------- ------------
Net Loss $ (2,843,974) $ (2,855,225) $(2,992,269)
============= ============= ============
Allocation of Net Loss:
Assignees $ (2,815,535) $ (2,826,674) $(2,962,346)
General Partners (28,439) (28,551) (29,923)
------------- ------------- ------------
$ (2,843,974) $ (2,855,225) $(2,992,269)
============= ============= ============

See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



Limited General
SERIES 7 Partners Partners Total
--------- -------- -----


Balance at March 31, 1997 $ 5,025,507 $ (41,437) $ 4,984,070

Net Loss (1,000,754) (10,109) (1,010,863)
------------ ------------ ------------

Balance at March 31, 1998 4,024,753 (51,546) 3,973,207

Net Loss (804,304) (8,124) (812,428)
------------ ------------ ------------

Balance at March 31, 1999 3,220,449 (59,670) 3,160,779

Net Loss (550,179) (5,557) (555,736)
------------ ------------ ------------

Balance at March 31, 2000 $ 2,670,270 $ (65,227) $ 2,605,043
============= ============ ============


See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



Limited General
SERIES 8 Partners Partners Total
--------- -------- -----


Balance at March 31, 1997 $ 5,227,849 $ (35,704) $ 5,192,145

Net Loss (1,050,329) (10,609) (1,060,938)
------------ ------------ ------------

Balance at March 31, 1998 4,177,520 (46,313) 4,131,207

Net Loss (1,044,688) (10,552) (1,055,240)
------------ ------------ ------------

Balance at March 31, 1999 3,132,832 (56,865) 3,075,967

Net Loss (1,234,819) (12,473) (1,247,292)
------------ ------------ -----------

Balance at March 31, 2000 $ 1,898,013 $ (69,338) $ 1,828,675
============ ============ ============


See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



Limited General
SERIES 9 Partners Partners Total
--------- -------- -----


Balance at March 31, 1997 $ 4,177,521 $ (13,194) $ 4,164,327

Net Loss (507,381) (5,125) (512,506)
------------ ------------ ------------

Balance at March 31, 1998 3,670,140 (18,319) 3,651,821

Net Loss (564,529) (5,702) (570,231)
------------ ------------ ------------

Balance at March 31, 1999 3,105,611 (24,021) 3,081,590

Net Loss (542,445) (5,479) (547,924)
------------ ------------- ------------

Balance at March 31, 2000 $ 2,563,166 $ (29,500) $ 2,533,666
============ ============= ============


See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



Limited General
SERIES 10 Partners Partners Total
--------- -------- -----


Balance at March 31, 1997 $ 3,938,729 $ (4,841) $ 3,933,888

Net Loss (222,531) (2,248) (224,779)
------------ ------------ ------------

Balance at March 31, 1998 3,716,198 (7,089) 3,709,109

Net Loss (262,133) (2,648) (264,781)
------------ ------------ ------------

Balance at March 31, 1999 3,454,065 (9,737) 3,444,328

Net Loss (325,125) (3,284) (328,409)
------------ ------------ ------------

Balance at March 31, 2000 $ 3,128,940 $ (13,021) $ 3,115,919
============ ============ ============


See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



Limited General
SERIES 11 Partners Partners Total
--------- -------- -----


Balance at March 31, 1997 $ 4,452,477 $ (1,481) $ 4,450,996

Net Loss (181,351) (1,832) (183,183)
------------ ------------ ------------

Balance at March 31, 1998 4,271,126 (3,313) 4,267,813

Net Loss (151,020) (1,525) (152,545)
------------ ------------ ------------

Balance at March 31, 1999 4,120,106 (4,838) 4,115,268

Net Loss (162,967) (1,646) (164,613)
------------ ------------ ------------

Balance at March 31, 2000 $ 3,957,139 $ (6,484) $ 3,950,655
============ ============ ============



See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



Limited General
TOTAL SERIES 7 - 11 Partners Partners Total
--------- -------- -----


Balance at March 31, 1997 $ 22,822,083 $ (96,657) $ 22,725,426

Net Loss (2,962,346) (29,923) (2,992,269)
------------ ------------ ------------

Balance at March 31, 1998 19,859,737 (126,580) 19,733,157

Net Loss (2,826,674) (28,551) (2,855,225)
------------ ------------ ------------

Balance at March 31, 1999 17,033,063 (155,131) 16,877,932

Net Loss (2,815,535) (28,439) (2,843,974)
------------ ------------ ------------

Balance at March 31, 2000 $ 14,217,528 $ (183,570) $ 14,033,958
============ ============ ============


See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 7 2000 1999 1998
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (555,736) $ (812,428) $(1,010,863)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Amortization 14,196 19,200 21,646
Accreted Interest Income on
Investments in Securities (30,291) (31,130) (32,118)
Equity in Losses of Project
Partnerships 471,721 718,721 909,991
Interest Income from
Redemption of Securities 19,227 15,558 11,911
Distributions Included in
Other Income (7,586) 0 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 46,093 38,417 48,413
---------- ---------- -----------
Net Cash Used in Operating
Activities (42,376) (51,662) (51,020)
---------- ---------- -----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 33,446 30,427 34,057
Redemption of Investment in
Securities 33,773 34,442 35,089
----------- ----------- -----------
Net Cash Provided by
Investing Activities 67,219 64,869 69,146
----------- ----------- -----------

Increase in Cash and
Cash Equivalents 24,843 13,207 18,126
Cash and Cash Equivalents at
Beginning of Year 299,313 286,106 267,980
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 324,156 $ 299,313 $ 286,106
========== =========== ===========

See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 8 2000 1999 1998
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(1,247,292) $(1,055,240) $(1,060,938)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Amortization 9,055 16,066 14,702
Accreted Interest Income on
Investments in Securities (27,199) (27,959) (28,861)
Equity in Losses of Project
Partnerships 1,158,932 960,106 963,455
Interest Income from
Redemption of Securities 15,938 12,705 9,582
Distributions Included in
Other Income (2,760) 0 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 50,950 43,419 56,142
---------- ---------- -----------
Net Cash Used in Operating
Activities (42,376) (50,903) (45,918)
---------- ---------- -----------
Cash Flows from Investing
Activities:
Decrease in Receivable
from Project Partnerships 0 0 453
Distributions Received from
Project Partnerships 24,159 19,483 27,736
Redemption of Investment in
Securities 32,062 32,295 32,418
----------- ----------- -----------
Net Cash Provided by
Investing Activities 56,221 51,778 60,607
----------- ----------- -----------

Increase in Cash and
Cash Equivalents 13,845 875 14,689
Cash and Cash Equivalents at
Beginning of Year 411,602 410,727 396,038
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 425,447 $ 411,602 $ 410,727
=========== =========== ===========


See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 9 2000 1999 1998
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (547,924) $ (570,231) $ (512,506)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Amortization 5,719 8,602 6,070
Accreted Interest Income on
Investments in Securities (16,413) (16,924) (17,585)
Equity in Losses of Project
Partnerships 496,765 517,316 459,629
Interest Income from
Redemption of Securities 8,693 6,769 5,203
Distributions Include in
Other Income 0 0 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 32,902 28,946 35,392
----------- ----------- -----------
Net Cash Used in Operating
Activities (20,258) (25,522) (23,797)
----------- ----------- -----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 12,297 18,805 19,291
Redemption of Investment in
Securities 22,307 22,231 22,797
----------- ----------- -----------
Net Cash Provided by
Investing Activities 34,604 41,036 42,088
----------- ---------- -----------

Increase in Cash and
Cash Equivalents 14,346 15,514 18,291
Cash and Cash Equivalents at
Beginning of Year 195,618 180,104 161,813
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 209,964 $ 195,618 $ 180,104
=========== =========== ===========

See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 10 2000 1999 1998
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (328,409) $ (264,781) $ (224,779)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Amortization 5,622 4,931 5,818
Accreted Interest Income on
Investments in Securities (15,114) (15,540) (15,796)
Equity in Losses of Project
Partnerships 299,182 237,276 195,183
Interest Income from
Redemption of Securities 7,223 6,057 4,355
Distributions Included in
Other Income 0 0 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 6,932 4,273 10,130
----------- ----------- -----------
Net Cash Used in Operating
Activities (24,564) (27,784) (25,089)
----------- ----------- -----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 17,291 23,972 17,848
Decrease in Payable -
Project Partnerships 0 0 (7,712)
Redemption of Investment in
Securities 16,777 17,943 17,645
---------- ---------- -----------
Net Cash Provided by
Investing Activities 34,068 41,915 27,781
---------- ---------- -----------

Increase in Cash and
Cash Equivalents 9,504 14,131 2,692
Cash and Cash Equivalents at
Beginning of Year 216,566 202,435 199,743
---------- ---------- -----------
Cash and Cash Equivalents at
End of Year $ 226,070 $ 216,566 $ 202,435
========== ========== ===========

See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 11 2000 1999 1998
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(164,613) $ (152,545) $ (183,183)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Amortization 8,294 11,962 6,492
Accreted Interest Income on
Investments in Securities (17,584) (17,832) (18,209)
Equity in Losses of Project
Partnerships 143,181 128,802 163,364
Interest Income from
Redemption of Securities 7,629 6,127 4,426
Distributions Include in
Other Income 0 0 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners (411) 1,765 10,635
----------- ----------- -----------
Net Cash Used in Operating
Activities (23,504) (21,721) (16,475)
------------ ------------ -----------
Cash Flows from Investing
Activities:
Distributions Received from
Project Partnerships 14,983 19,674 38,714
Redemption of Investment in
Securities 16,371 16,873 16,574
----------- ----------- -----------
Net Cash Provided by
Investing Activities 31,354 36,547 55,288
----------- ----------- -----------
Increase in Cash and
Cash Equivalents 7,850 14,826 38,813
Cash and Cash Equivalents at
Beginning of Year 223,024 208,198 169,385
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 230,874 $ 223,024 $ 208,198
=========== =========== ===========
See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
TOTAL SERIES 7 - 11 2000 1999 1998
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(2,843,974) $(2,855,225) $(2,992,269)
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Amortization 42,886 60,761 54,728
Accreted Interest Income on
Investments in Securities (106,601) (109,385) (112,569)
Equity in Losses of Project
Partnerships 2,569,781 2,562,221 2,691,622
Interest Income from
Redemption of Securities 58,710 47,216 35,477
Distributions Included in
Other Income (10,346) 0 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 136,466 116,820 160,712
----------- ----------- -----------
Net Cash Used in Operating
Activities (153,078) (177,592) (162,299)
----------- ----------- -----------
Cash Flows from Investing
Activities:
Decrease in Receivable from
Project Partnerships 0 0 453
Distributions Received from
Project Partnerships 102,176 112,361 137,646
Increase (Decrease) in Payable
Project Partnerships 0 0 (7,712)
Redemption of Investment in
Securities 121,290 123,784 124,523
----------- ----------- -----------
Net Cash Provided by
Investing Activities 223,466 236,145 254,910
----------- ----------- -----------

Increase in Cash and 70,388 58,553 92,611
Cash Equivalents
Cash and Cash Equivalents at 1,346,123 1,287,570 1,194,959
Beginning of Year ----------- ----------- -----------

Cash and Cash Equivalents at $1,416,511 $1,346,123 $1,287,570
End of Year =========== =========== ===========


See accompanying notes to financial statements.

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

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2000, 1999 AND 1998

NOTE 1 - ORGANIZATION:

Gateway Tax Credit Fund III Ltd. ("Gateway"), a Florida Limited
Partnership, was formed October 17, 1991 under the laws of Florida.
Gateway offered its limited partnership interests in Series. The first
Series for Gateway is Series 7. Operations commenced on July 16, 1992 for
Series 7, January 4, 1993 for Series 8, September 30, 1993 for Series 9,
January 21, 1994 for Series 10 and April 29, 1994 for Series 11. Each
Series invests, as a limited partner, in other limited partnerships
("Project Partnerships"), each of which owns and operates apartment
complexes eligible for Low-Income Housing Tax Credits ("Tax Credits"),
provided for in Section 42 of the Internal Revenue Code of 1986. 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
$36,799,000 from the investor Limited Partners.

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

Gateway received capital contributions of $10,395,000, $9,980,000,
$6,254,000, $5,043,000 and $5,127,000 from the investor Limited Partners in
Series 7, 8, 9, 10 and 11, respectively. Each Series will be treated as
though it were a separate partnership, investing in a separate and distinct
pool of Project Partnerships. Income or loss and all tax items from the
Project Partnerships acquired by each Series will be specifically allocated
among the limited partners of such Series.

Operating profits and losses, cash distributions from operations and Tax
Credits from each Series are generally allocated 99% to the Limited
Partners in that Series and 1% to the General Partners. Profit or loss and
cash distributions from sales of property by each Series are allocated as
formulated in the Limited Partnership Agreement.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

Gateway utilizes an accrual basis of accounting whereby revenues are
recognized as earned and expenses are recognized as obligations are in
curred.

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.

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.

Concentrations of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

Effective April 1, 1994, Gateway adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt
and Equity Securities ("FAS 115"). Under FAS 115, Gateway is required to
categorize its debt securities as held-to-maturity, available-for-sale or
trading securities, dependent upon Gateway's intent in holding the
securities. Gateway's intent is to hold all of its debt securities (U. S.
Treasury Security Strips) until maturity and to use these reserves to fund
Gateway's ongoing operations. Interest income is recognized ratably on the
U.S. Treasury Strips using the effective yield to maturity.

Offering and Commission Costs

Offering and commission costs are charged against Limited Partners'
Equity upon 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.

Change in Accounting Principles

Four of the Project Partnerships changed their method of accounting for
depreciating their buildings from the straight line to the declining
balance method. The effect of this change was reported as a cumulative
effect of a Change in Accounting Principle. The change increased the net
losses reported by the Project Partnerships by $492,138.

Reclassifications

For comparability, the 1998 and 1999 figures have been reclassified,
where appropriate, to conform with the financial statement presentation
used in 2000.


NOTE 3 - INVESTMENT IN SECURITIES:

The March 31, 2000 Balance Sheet includes Investment in Securities
consisting of U.S. Treasury Security Strips which represents their cost,
plus accreted interest income of $168,743 for Series 7, $145,919 for Series
8, $82,562 for Series 9, $71,651 for Series 10 and $81,026 for Series 11.


Gross Unrealized
Estimated Market Cost Plus Gains and
Value Accreted Interest (Losses)
----------------- ----------------- ----------------
Series 7 $ 425,796 $ 410,315 $ 15,481
Series 8 398,214 390,031 8,183
Series 9 258,400 260,321 (1,921)
Series 10 218,032 212,043 5,989
Series 11 246,717 232,976 13,741


As of March 31, 2000, the cost and accreted interest of debt securities by
contractual maturities is as follows:

Series 7 Series 8 Series 9
-------- -------- --------
Due with 1 year $ 54,067 $ 51,329 $ 30,560
After 1 year through 5 years 208,954 195,438 118,882
After 5 years through 10 years 147,294 143,264 110,879
After 10 years 0 0 0
--------- --------- ---------
Total Amount Carried on
Balance Sheet $ 410,315 $ 390,031 $ 260,321
========= ========= =========

Series 10 Series 11 Total
-------- -------- --------
Due with 1 year $ 23,784 $ 24,571 $ 184,311
After 1 year through 5 years 88,377 97,396 709,047
After 5 years through 10 years 99,882 111,009 612,328
After 10 years 0 0 0
--------- --------- ---------
Total Amount Carried on
Balance Sheet $ 212,043 $ 232,976 $1,505,686
========= ========= =========

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 partners of the Project Partnerships.

For the periods ended March 31, 2000, 1999, and 1998 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 receive
an annual asset management fee equal to the greater of (i) $2,000 for each
limited partnership in which Gateway invests, as adjusted by the Consumer
Price Index, or (ii) 0.275% of Gateway's gross proceeds from the sale of
limited partnership interests. In either event (i) or (ii), the maximum
amount may not exceed 0.2% of the aggregate cost (Gateway's capital
contribution plus Gateway's share of the Properties' mortgage) of Gateway's
interest in properties 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 Statement of Operations.


2000 1999 1998
---- ---- ----
Series 7 $ 87,952 $ 88,207 $ 88,433
Series 8 91,655 91,933 92,191
Series 9 50,319 50,458 50,592
Series 10 34,309 34,427 34,101
Series 11 28,465 27,721 27,281
--------- --------- ---------
Total $ 292,700 $ 292,746 $ 292,598
========= ========= =========

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

2000 1999 1998
---- ---- ----
Series 7 $ 14,609 $ 13,177 $ 14,380
Series 8 16,108 14,528 15,855
Series 9 8,991 8,109 8,849
Series 10 5,619 5,068 5,531
Series 11 4,495 4,054 4,424
--------- --------- ---------
Total $ 49,822 $ 44,936 $ 49,039
========= ========= =========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 7
As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits, losses and tax credits as a limited partner in 39 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, 2000 MARCH 31, 1999
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 7,732,089 $ 7,732,089

Cumulative equity in losses of Project
Partnerships (1) (5,973,368) (5,501,647)

Cumulative distributions received from
Project Partnerships (157,551) (131,691)
----------- -----------
Investment in Project Partnerships before
Adjustment 1,601,170 2,098,751

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 793,335 793,335
Accumulated amortization of acquisition
fees and expenses (156,777) (142,581)
------------ ------------

Investments in Project Partnerships $ 2,237,728 $ 2,749,505
============ ============

(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $650,567 for the year ended March 31, 2000 and cumulative suspended
losses of $253,692 for the year ended March 31, 1999 are not included.



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 8

As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits, losses and tax credits as a limited partner in 43 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, 2000 MARCH 31, 1999
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 7,586,105 $7,586,105

Cumulative equity in losses of Project
Partnerships (1) (6,491,127) (5,332,195)

Cumulative distributions received from
Project Partnerships (125,604) (104,205)
----------- -----------
Investment in Project Partnerships before
Adjustment 969,374 2,149,705

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 549,773 549,773
Accumulated amortization of acquisition
fees and expenses (95,959) (86,904)
----------- -----------

Investments in Project Partnerships $ 1,423,188 $2,612,574
=========== ===========

(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $678,455 for the year ended March 31, 2000 and cumulative suspended
losses of $248,712 for the year ended March 31, 1999 are not included.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 9
As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits, losses and tax credits as a limited partner in 24 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, 2000 MARCH 31, 1999
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 4,914,116 $4,914,116

Cumulative equity in losses of Project
Partnerships (1) (2,725,940) (2,229,175)

Cumulative distributions received from
Project Partnerships (85,736) (73,439)
---------- -----------
Investment in Project Partnerships before
Adjustment 2,102,440 2,611,502

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 244,087 244,087
Accumulated amortization of acquisition
fees and expenses (42,655) (36,936)
------------ -----------

Investments in Project Partnerships $2,303,872 $2,818,653
============ ===========

(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $78,588 for the year ended March 31, 2000.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 10
As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits, losses and tax credits as a limited partner in 15 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, 2000 MARCH 31, 1999
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $3,914,672 $3,914,672

Cumulative equity in losses of Project
Partnerships (1,211,760) (912,578)

Cumulative distributions received from
Project Partnerships (100,617) (83,326)
----------- -----------
Investment in Project Partnerships before
Adjustment 2,602,295 2,918,768

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 196,738 196,738
Accumulated amortization of acquisition
fees and expenses (34,636) (29,014)
----------- -----------

Investments in Project Partnerships $2,764,397 $3,086,492
=========== ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 11
As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits, losses and tax credits as a limited partner in 12 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, 2000 MARCH 31, 1999
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $4,128,042 $4,128,042

Cumulative equity in losses of Project
Partnerships (762,026) (618,845)

Cumulative distributions received from
Project Partnerships (78,466) (63,483)
----------- -----------
Investment in Project Partnerships before
Adjustment 3,287,550 3,445,714

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 290,335 290,335
Accumulated amortization of acquisition
fees and expenses (43,048) (34,754)
----------- -----------

Investments in Project Partnerships $3,534,837 $3,701,295
=========== ===========



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

The following is a summary of Investments in Project Partnerships:

TOTAL SERIES 7 - 11 MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $28,275,024 $28,275,024

Cumulative equity in losses of Project
Partnerships (17,164,221) (14,594,440)

Cumulative distributions received from
Project Partnerships (547,974) (456,144)
----------- -----------
Investment in Project Partnerships before
Adjustment 10,562,829 13,224,440

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 2,074,268 2,074,268
Accumulated amortization of acquisition
fees and expenses (373,075) (330,189)
------------ ------------

Investments in Project Partnerships $12,264,022 $14,968,519
============ ============

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,
1999 1998 1997
SERIES 7 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 3,174,516 $ 2,818,522 $ 2,587,261
Investment properties, net 35,142,349 36,566,384 37,959,499
Other assets 28,061 24,358 51,276
------------ ------------ -----------
Total assets $38,344,926 $39,409,264 $40,598,036
============ ============ ===========
Liabilities and Partners' Equity:
Current liabilities $ 900,937 $ 889,644 $ 1,002,429
Long-term debt 36,610,170 36,738,581 36,852,852
------------ ------------ -----------
Total liabilities 37,511,107 37,628,225 37,855,281

Partners' equity
Gateway 899,796 1,804,934 2,725,255
General Partners (65,977) (23,895) 17,500
------------ ------------ -----------
Total Partners' equity 833,819 1,781,039 2,742,755

Total liabilities and
partners' equity $38,344,926 $39,409,264 $40,598,036
============ ============ ===========
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 5,950,865 $ 5,853,646 $ 5,716,581
Expenses:
Operating expenses 2,715,749 2,634,551 2,523,961
Interest expense 2,609,929 2,592,462 2,580,836
Depreciation and amortization 1,502,758 1,525,659 1,573,077
------------ ------------ -----------
Total expenses 6,828,436 6,752,672 6,677,874
------------ ------------ -----------
Net loss $ (877,571) $ (899,026) $ (961,293)
============ ============ ===========
Other partners' share of net loss $ (8,975) $ (8,990) $ (9,613)
============ ============ ===========
Partnership's share of net loss $ (868,596) $ (890,036) $ (951,680)

Suspended losses 396,875 171,315 41,689
------------ ------------ -----------
Equity in Losses of Project
Partnerships $ (471,721) $ (718,721) $ (909,991)
============ ============ ===========
As of December 31, 1999, the largest Project Partnership constituted 5.3%
and 5.4%, and as of December 31, 1998 the largest Project Partnership
constituted 5.3% and 5.4% 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,
1999 1998 1997
SERIES 8 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,763,988 $ 2,460,610 $ 2,220,607
Investment properties, net 37,198,365 39,241,181 40,801,033
Other assets 43,163 40,175 40,006
------------ ------------ ------------
Total assets $40,005,516 $41,741,966 $43,061,646
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities $ 1,230,881 $ 1,168,937 $ 1,179,934
Long-term debt 38,627,538 38,768,476 38,898,362
------------ ------------ ------------
Total liabilities 39,858,419 39,937,413 40,078,296

Partners' equity
Gateway 329,035 1,940,983 3,069,347
General Partners (181,938) (136,430) (85,997)
------------ ------------ ------------
Total Partners' equity 147,097 1,804,553 2,983,350

Total liabilities and
partners' equity $40,005,516 $41,741,966 $43,061,646
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $5,939,426 $5,806,108 $ 5,753,648
Expenses:
Operating expenses 2,693,468 2,633,059 2,445,185
Interest expense 2,746,735 2,707,720 2,712,456
Depreciation and amortization 2,101,828 1,609,164 1,627,815
------------ ------------ ------------
Total expenses 7,542,031 6,949,943 6,785,456
------------ ------------ ------------
Net loss $(1,602,605) $(1,143,835) $(1,031,808)
============ ============ ============
Other partners' share of net loss $ (13,930) $ (14,398) $ (13,042)
============ ============ ============
Partnership's share of net loss $(1,588,675) $(1,129,437) $(1,018,766)

Suspended losses 429,743 169,331 55,311
------------ ------------ ------------
Equity in Losses of Project
Partnerships $(1,158,932) $ (960,106) $ (963,455)
============ ============ ============

As of December 31, 1999, the largest Project Partnership constituted 5.8%
and 5.8%, and as of December 31, 1998 the largest Project Partnership
constituted 5.6% and 5.8% 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,
1999 1998 1997
SERIES 9 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,649,874 $ 1,596,913 $ 1,431,278
Investment properties, net 20,988,415 21,797,627 22,640,398
Other assets 4,865 2,992 8,956
------------ ------------ ------------
Total assets $22,643,154 $23,397,532 $24,080,632
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities $ 337,306 $ 382,099 $ 424,314
Long-term debt 20,450,051 20,519,847 20,587,632
------------- ------------ ------------
Total liabilities 20,787,357 20,901,946 21,011,946

Partners' equity
Gateway 2,011,160 2,601,324 3,136,984
General Partners (155,363) (105,738) (68,298)
------------ ----------- ------------
Total Partners' equity 1,855,797 2,495,586 3,068,686

Total liabilities and $22,643,154 $23,397,532 $24,080,632
partners' equity ============ =========== ============

SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 2,998,599 $3,021,660 $ 2,994,649
Expenses:
Operating expenses 1,395,335 1,307,962 1,203,597
Interest expense 1,353,859 1,348,605 1,353,615
Depreciation and amortization 842,272 1,348,605 901,709
------------ ---------- ------------
Total expenses 3,591,466 3,544,202 3,458,921
------------ ------------ ------------
Net loss $ (592,867) $ (522,542) $ (464,272)
============ ------------ ============
Other partners' share of net loss $ (17,514) $ (5,226) $ (4,643)
=========== ============ ============
Partnership's share of net loss $ (575,353) $ (517,316) $ (459,629)

Suspended losses 78,588 0 0
------------ ----------- ------------
Equity in Losses of Project
Partnerships $ (496,765) $ (517,316) $ (459,629)
============ =========== ============

As of December 31, 1999, the largest Project Partnership constituted 7.4%
and 7.0%, and as of December 31, 1998 the largest Project Partnership
constituted 7.2% and 6.8% 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,
1999 1998 1997
SERIES 10 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,294,767 $ 1,270,741 $ 1,165,222
Investment properties, net 14,764,707 15,240,067 15,705,282
Other assets 3,460 8,016 14,855
----------- ------------ ------------
Total assets $16,062,934 $16,518,824 $16,885,359
=========== ============ ============
Liabilities and Partners' Equity:
Current liabilities $ 251,800 $ 275,876 $ 288,837
Long-term debt 13,373,440 13,433,274 13,487,607
----------- ------------ ------------
Total liabilities 13,625,240 13,709,150 13,776,444

Partners' equity
Gateway 2,608,619 2,928,985 3,186,296
General Partners (170,925) (119,311) (77,381)
------------ ------------ ------------
Total Partners' equity 2,437,694 2,809,674 3,108,915

Total liabilities and
partners' equity $16,062,934 $16,518,824 $16,885,359
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 1,907,138 $ 1,942,492 $ 1,888,003
Expenses:
Operating expenses 943,618 880,214 798,454
Interest expense 764,983 791,764 771,088
Depreciation and amortization 502,179 511,296 511,020
----------- ------------ ------------
Total expenses 2,210,780 2,183,274 2,080,562
----------- ------------ ------------
Net loss $ (303,642) $ (240,782) $ (192,559)
=========== ============ ============
Other partners' share of net loss $ (4,460) $ (3,506) $ 2,624
=========== ============ ============
Partnership's share of net loss $ (299,182) $ (237,276) $ (195,183)

Suspended losses 0 0 0
----------- ------------ ------------
Equity in Losses of Project
Partnerships $ (299,182) $ (237,276) $ (195,183)
=========== =========== ============

As of December 31, 1999, the largest Project Partnership constituted 10.9%
and 11.9%, and as of December 31, 1998 the largest Project Partnership
constituted 10.7% and 11.7% of the combined total assets by series and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
DECEMBER 31,
1999 1998 1997
SERIES 11 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,150,315 $ 1,039,049 $ 875,564
Investment properties, net 13,078,577 13,528,369 13,991,257
Other assets 15,108 19,462 24,358
------------ ------------ ------------
Total assets $14,244,000 $14,586,880 $14,891,179
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities $ 339,188 $ 347,126 $ 390,123
Long-term debt 10,630,905 10,743,507 10,825,000
------------ ------------ ------------
Total liabilities 10,970,093 11,090,633 11,215,123

Partners' equity
Limited Partner 3,295,200 3,454,866 3,603,675
General Partners (21,293) 41,381 72,381
------------ ------------ ------------
Total Partners' equity 3,273,907 3,496,247 3,676,056

Total liabilities and
partners' equity $14,244,000 $14,586,880 $14,891,179
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $1,731,125 $ 1,730,200 $ 1,668,431
Expenses:
Operating expenses 849,882 852,221 785,590
Interest expense 522,499 510,366 556,791
Depreciation and amortization 516,489 510,062 506,631
------------ ------------ ------------
Total expenses 1,888,870 1,872,649 1,849,012
------------ ------------ ------------
Net loss $ (157,745) $ (142,449) $ (180,581)
============ ============ ============
Other partners' share of net loss $ (14,564) $ (13,647) $ (17,217)
============ ============ ============
Partnership's share of net loss $ (143,181) $ (128,802) $ (163,364)

Suspended losses 0 0 0
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (143,181) $ (128,802) $ (163,364)
============ ============ ============

As of December 31, 1999, the largest Project Partnership constituted 20.7%
and 19.9%, and as of December 31, 1998 the largest Project Partnership
constituted 20.9% and 19.3% 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,
1999 1998 1997
TOTAL SERIES 7 - 11 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 10,033,460 $ 9,185,835 $ 8,279,932
Investment properties, net 121,172,413 126,373,628 131,097,469
Other assets 94,657 95,003 139,451
------------- ------------- -------------
Total assets $131,300,530 $135,654,466 $139,516,852
============= ============= =============
Liabilities and Partners'
Equity:
Current liabilities $ 3,060,112 $ 3,063,682 $ 3,285,637
Long-term debt 119,692,104 120,203,685 120,651,453
------------- ------------- -------------
Total liabilities 122,752,216 123,267,367 123,937,090

Partners' equity
Limited Partner 9,143,810 12,731,092 15,721,557
General Partners (595,496) (343,993) (141,795)
------------- ------------- -------------
Total Partners' equity 8,548,314 12,387,099 15,579,762

Total liabilities and
partners' equity $131,300,530 $135,654,466 $139,516,852
============= ============= =============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 18,527,153 $ 18,354,106 $ 18,021,312
Expenses:
Operating expenses 8,598,052 8,308,007 7,756,787
Interest expense 7,998,005 7,950,917 7,974,786
Depreciation and amortization 5,465,526 5,043,816 5,120,252
------------ ------------ ------------
Total expenses 22,061,583 21,302,740 20,851,825
------------ ------------ ------------
Net loss $(3,534,430) $(2,948,634) $(2,830,513)
============ ============ ============
Other partners' share of net
loss $ (59,443) $ (45,767) $ (41,891)
============ ============ ============
Partnership's share of net loss $(3,474,987) $(2,902,867) $(2,788,622)

Suspended losses 905,206 340,646 97,000
------------ ------------ ------------
Equity in Losses of Project
Partnerships $(2,569,781) $(2,562,221) $(2,691,622)
============ ============ ============



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 Partnerships before
acquisition fees and expenses and amortization by Series primarily because
of suspended losses on the Partnership's books.

Equity Per Project
Partnership Equity Per Partnership
------------------ ----------------------
Series 7 $ 899,796 $1,601,170
Series 8 329,035 969,374
Series 9 2,011,160 2,102,440
Series 10 2,608,619 2,602,295
Series 11 3,295,200 3,287,550


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:

2000 1999 1998
SERIES 7 ---- ---- ----
Net Loss per Financial
Statements $(555,736) $(812,428) $(1,010,863)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (606,891) (332,734) (176,026)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (7,940) (10,732) (3,563)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 44,358 49,249 46,034
Amortization Expense 15,651 22,001 21,542
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(1,110,558) $(1,084,644) $(1,122,876)
============ ============ ============

December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
Federal Low Income Housing
Tax Credits (Unaudited) $ 1,695,195 $ 1,695,195 $ 1,695,190
=========== =========== ===========

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:

2000 1999 1998
SERIES 8 ---- ---- ----
Net Loss per Financial
Statements $(1,247,292) $(1,055,240) $(1,060,938)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (48,737) (277,444) (213,027)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (8,158) (3,618) (3,764)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 48,979 51,209 53,647
Amortization Expense 15,647 15,237 14,560
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(1,239,561) $(1,269,856) $(1,209,522)
============ ============ ============

December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
Federal Low Income Housing
Tax Credits (Unaudited) $ 1,620,508 $ 1,620,511 $ 1,620,511
=========== =========== ===========

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:

2000 1999 1998
SERIES 9 ---- ---- ----
Net Loss per Financial
Statements $ (547,924) $ (570,231) $ (512,506)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (214,022) (79,111) (104,407)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (2,265) 443 (2,981)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 31,864 32,811 33,759
Amortization Expense 8,602 5,962 7,117
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (723,745) $ (610,126) $ (579,018)
============ ============ ============

December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
Federal Low Income Housing
Tax Credits (Unaudited) $ 968,960 $ 968,960 $ 968,961
=========== =========== ===========

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:

2000 1999 1998
SERIES 10 ---- ---- ----
Net Loss per Financial
Statements $ (328,409) $ (264,781) $ (224,779)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (154,419) (145,546) (158,805)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 628 (4,081) (266)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 6,488 8,865 8,101
Amortization Expense 4,931 5,657 5,806
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (470,781) $ (399,886) $ (369,943)
============ ============ ============

December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
Federal Low Income Housing
Tax Credits (Unaudited) $ 762,218 $ 762,218 $ 762,183
=========== =========== ===========

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 1999 1998
SERIES 11 ---- ---- ----
Net Loss per Financial
Statements $ (164,613) $ (152,545) $ (183,183)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (54,220) (71,284) (85,093)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (2,978) 2,628 (2,137)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee (1,697) 4,892 9,851
Amortization Expense 11,962 7,322 7,391
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (211,546) $ (208,987) $ (253,171)
============ ============ ============

December 31, December 31, December 31,
1999 1998 1997
------------ ------------ ------------
Federal Low Income Housing
Tax Credits (Unaudited) $ 754,677 $ 754,677 $ 756,995
=========== =========== ===========

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:

2000 1999 1998
TOTAL SERIES 7 - 11 ---- ---- ----
Net Loss per Financial
Statements $(2,843,974) $(2,855,225) $(2,992,269)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (1,078,289) (906,119) (737,358)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (20,713) (15,360) (12,711)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 129,992 147,026 151,392
Amortization Expense 56,793 56,179 56,416
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(3,756,191) $(3,573,499) $(3,534,530)
============ ============ ============

The difference in the total value of the Partnership's Investment in
Project Partnerships is approximately $1,633,000 higher for Series 7,
$1,100,000 higher for Series 8, $711,000 higher for Series 9, $811,000
higher for Series 10 and $251,000 higher for Series 11 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.

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Maple Street Apartments Limited Partnership
Emporium, Pennsylvania

We have audited the accompanying balance sheets of Maple Street Apartments
Limited Partnership, as of December 31, 1999 and 1998, 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 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 Maple Street Apartments
Limited Partnership of December 31, 1999 and 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 January 24, 2000 on our consideration of Maple Street
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 LLC
Certified Public Accountants

January 24, 2000

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

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

We have audited the accompanying balance sheets of CREEKSTONE APARTMENTS,
L.P. (a limited partnership) as of December 31, 1999 and 1998, 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. 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 CREEKSTONE APARTMENTS,
L.P. as of December 31, 1999 and 1998, and the results of its operations,
its changes in partners equity (deficit), and its cash flows for the years
then ended in conformity with generally accepted accounting principles.


/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants

Atlanta, Georgia
January 25, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Gila Bend Housing, Ltd.
(An Arizona Limited Partnership)

We have audited the accompanying balance sheets of Gila Bend Housing, Ltd.
(an Arizona Limited Partnership) as of December 31, 1999 and 1998, and the
related statements of income, 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 Gila Bend Housing, Ltd.
(an Arizona Limited Partnership) as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the years then ended in
accordance with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 11, 2000, on our consideration of the Partnership's
internal controls and a report dated February 11, 2000, on its compliance
with laws and regulations.

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

This report is intended solely for the information of the Partners,
management of Gila Bend Housing, Ltd. and for filing with RD and should not
be used by anyone other than specified parties.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Carmel, Indiana
February, 11, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Manchester Elderly Housing, L.P.

We have audited the accompanying balance sheets of MANCHESTER ELDERLY
HOUSING, L.P. (USDA Rural Development Case No. 10-099-581965616), a limited
partnership, as of December 31, 1999 and 1998, 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, 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 MANCHESTER ELDERLY
HOUSING, L.P. as of December 31, 1999 and 1998, and the results of its
operations, its changes in 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 a
report dated February 9, 2000 on our consideration of MANCHESTER ELDERLY
HOUSING, L.P.'s internal control and a report dated February 9, 2000 on its
compliance with laws and regulations applicable to the financial
statements.

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

/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants

Atlanta, Georgia
February 9, 2000

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
Meadow Run Apartments, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Meadow Run Apartments,
L.P. (a limited partnership), Federal ID #:58-1994614, as of December 31,
1999 and 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 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 Meadow Run Apartments,
L.P. as of December 31, 1999 and 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
reports dated January 24, 2000, on our consideration of Meadow Run
Apartments, L.P.'s internal control structure and its compliance with laws
and regulations.

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

January 24, 2000

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
Lakeland II L.P.
Lakeland, Georgia

We have audited the accompanying balance sheets of Lakeland II L.P. (a
limited partnership), Federal ID #58-1965624, as of December 31, 1999 and
1998, 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 Lakeland II L.P. as of
December 31, 1999 and 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
reports dated January 24, 2000 on our consideration of Lakeland II, L.P.'s
internal control structure and its compliance with laws and regulations.


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

January 24, 2000

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
Blue Ridge Elderly Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Blue Ridge Elderly
Housing, L.P. (a limited partnership), Federal ID No.: 58-1936981 as of
December 31, 1999 and 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 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 Blue Ridge Elderly
Housing, L.P. as of December 31, 1999 and 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 a
report dated January 24, 2000 on our consideration of Blue Ridge Elderly
Housing, L.P.'s internal control structure and a report dated January
24,2000 on its compliance with laws and regulations.


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

January 24, 2000

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
Arbor Trace Apartments Phase II L.P.
Lake Park, Georgia

We have audited the accompanying balance sheets of Arbor Trace Apartments
Phase II, L.P. (a limited partnership), Federal ID No. 58-2032771 as of
December 31, 1999 and 1998, 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 Arbor Trace Apartments
Phase II, L.P. as of December 31, 1999 and 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 a
report dated January 24, 2000 on our consideration of Arbor Trace
Apartments Phase II, L.P.'s internal control structure and a report dated
January 24, 2000 on its compliance with laws and regulations.


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

January 24, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Omega Rental Housing, L.P.

We have audited the accompanying balance sheets of OMEGA RENTAL HOUSING,
L.P., (RHS Project No.11-037-582031602) as of December 31, 1999 and 1998,
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, 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 OMEGA RENTAL HOUSING,
L.P. as of December 31, 1999 and 1998, and the results of its operations,
its 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 a
report dated January 13, 2000 on our consideration of OMEGA RENTAL HOUSING,
L.P.'s internal control and a report dated January 13, 2000 on its
compliance with laws and regulations applicable to the financial
statements.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia
January 13, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Magnolia Place, L.P.

We have audited the accompanying balance sheets of MAGNOLIA PLACE, L.P. (a
limited partnership) as of December 31, 1999 and 1998, 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. 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 MAGNOLIA PLACE, L.P. as
of December 31, 1999 and 1998, and the results of its operations, its
changes in partners' equity, and its cash flows for the years then ended in
conformity with generally accepted accounting principles.


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

January 11, 2000

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

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

Partners
Antlers Properties I, A Limited Partnership
D/B/A Woodbine Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of ANTLERS PROPERTIES I, A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1999 and
1998, 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 ANTLERS PROPERTIES I, A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1999 and
1998, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, 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
Certified Public Accountants

February 10, 2000

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

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

We have audited the accompanying balance sheets of MEADOWVIEW PROPERTIES, A
LIMITED PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS as of December 31, 1999
and 1998, and the related statements of operations, changes in partners'
equity and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MEADOWVIEW PROPERTIES,
A LIMITED PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS as of December 31, 1999
and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 10, 2000, 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
Certified Public Accountants

February 10, 2000

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 I Apartments Limited Partnership
Sioux Falls, South Dakota

We have audited the accompanying balance sheets of Sunrise I Apartments
Limited Partnership as of December 31, 1999 and 1998, 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 Sunrise I Apartments
Limited Partnership as of December 31, 1999 and 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 January 27, 2000 on our consideration of Sunrise I Apartments
Limited Partnership's internal control over financial reporting and our
tests of its compliance with certain provisions of laws, regulations,
contracts and grants.

Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplementary
information on pages 11 and 12 is presented for the purposes of additional
analysis and is not a required part of the financial statements of Sunrise
I Apartments Limited Partnership. Such information has been subjected to
the auditing procedures applied in the audits of the financial statements
and, in our opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.


/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
January 27, 2000

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
Pioneer Apartments, An Arkansas Limited Partnership
D/B/A Pioneer Apartments
351 East 4th Street
Mountain Home, AR 72653

We have audited the accompanying financial statements of Pioneer
Apartments, An Arkansas Limited Partnership D/B/A Pioneer Apartments as of
December 31, 1999 and 1998, 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 Pioneer Apartments, An
Arkansas Limited Partnership D/B/A Pioneer Apartments as of December 31,
1999 and 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 a
report dated May 17, 2000 on our consideration of Pioneer Apartments, An
Arkansas Limited Partnership D/B/A Pioneer Apartments' internal control
over financial reporting and our tests of its compliance with certain
provisions of laws, regulations, contracts and grants.


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

May 17, 2000

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
Cardinal Apartments, An Arkansas Limited Partnership
D/B/A Cardinal Apartments
351 East 4th Street
Mountain Home, AR 72653

We have audited the accompanying financial statements of Cardinal
Apartments, An Arkansas Limited Partnership D/B/A Cardinal Apartments as of
December 31, 1999 and 1998, 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. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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 Cardinal Apartments, An
Arkansas Limited Partnership, D/B/A Cardinal Apartments as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.


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

February 18, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Peachtree Associates Limited Partnership
Charlotte, North Carolina

We have audited the accompanying balance sheets of Peachtree Associates
Limited Partnership (a South Carolina limited partnership) as of December
31, 1999 and 1998, 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 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 Peachtree Associates
Limited Partnership as of December 31, 1999 and 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 January 31, 2000, 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information listed
in the table of contents is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

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

Greensboro, North Carolina
January 31, 2000

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
Mountain City Manor Limited Partnership

I have audited the accompanying balance sheets of Mountain City Manor
Limited Partnership as of December 31, 1999 and 1998, and the related
statements of operations, partners' deficit and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits in accordance with 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 Mountain City Manor
Limited Partnership as of December 31, 1999 and 1998, and the results of
its operations, changes in partners' deficit, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, I have also issued my
report dated March 10, 2000 on my consideration of Mountain City Manor
Limited Partnership's internal control over financial reporting and on our
tests of its compliance with certain laws and regulations.


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

March 10, 2000

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
Tazewell Village Limited Partnership

I have audited the accompanying balance sheets of Tazewell Village Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' deficit and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with 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 Tazewell Village
Limited Partnership as of December 31, 1999 and 1998, and the results of
its operations, changes in partners' deficit, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, I have also issued my
report dated March 10, 2000 on my consideration of Tazewell Village Limited
Partnership's internal control over financial reporting and on my tests of
its compliance with certain provisions of laws and regulations


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

March 10, 2000

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
Jamestown Village Limited Partnership

I have audited the accompanying balance sheets of Jamestown Village Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' deficit and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with 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 Jamestown Village
Limited Partnership as of December 31, 1999 and 1998, and the results of
its operations, changes in partners' deficit and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, I have also issued my
report dated March 10, 2000 on my consideration of Jamestown Village
Limited Partnership's internal control over financial reporting and our
tests of its compliance with certain provisions of laws and regulations.


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

March 10, 2000

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
Clinchview Manor Limited Partnership

I have audited the accompanying balance sheets of Clinchview Manor Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' deficit and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with 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 Clinchview Manor
Limited Partnership as of December 31, 1999 and 1998, and the results of
its operations, changes in partners' deficit, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, I have also issued my
report dated March 10, 2000 on my consideration of Clinchview Manor Limited
Partnership's internal control over financial reporting and on our tests of
its compliance with certain provisions of laws and regulations.


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

March 10, 2000

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
Warsaw Manor Limited Partnership

I have audited the accompanying balance sheets of Warsaw Manor Limited
Partnership as of December 31, 1999 and 1998, 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 Warsaw Manor Limited
Partnership as of December 31, 1999 and 1998, 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, I have also issued my
report dated March 10, 2000 on my consideration of Warsaw Manor Limited
Partnership's internal control over financial reporting and on my tests of
its compliance with certain provisions of laws and regulations.


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

March 10, 2000

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
Elsa Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Elsa Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 1998, 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 Elsa Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 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 a
report dated February 23, 2000, on our consideration of the internal
control structure of Elsa Retirement, Ltd.-(A Texas Limited Partnership)and
a report dated February 23, 2000, on its compliance with laws and
regulations.

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

Austin, Texas
February 23, 2000

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
Dilley Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Dilley Retirement, Ltd.
(A Texas Limited Partnership) as of December 31, 1999 and 1998, 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 Dilley Retirement, Ltd.
(A Texas Limited Partnership) as of December 31, 1999 and 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 a
report dated February 29, 2000, on our consideration of the internal
control structure of Dilley Retirement, Ltd.-(A Texas Limited Partnership)
and a report dated February 29, 2000, on its compliance with laws and
regulations.

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

Austin, Texas
February 29, 2000

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
Taylor Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Taylor Retirement, Ltd.
(A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
related statements of income (loss) and 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 Taylor Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 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 a
report dated February 21, 2000, on our consideration of the internal
control structure of Taylor Retirement, Ltd.-(A Texas Limited
Partnership)and a report dated February 21, 2000, on its compliance with
laws and regulations.

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

Austin, Texas
February 21, 2000

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
Donna Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Donna Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 1998, and the
related statements of income (loss), partners' equity, and cash flows for
the years ended December 31, 1999 and 1998. These financial statements are
the 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 present fairly,
in all material respects, the financial position of Donna Retirement, Ltd.-
(A Texas Limited Partnership) as of December 31, 1999 and 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 a
report dated February 16, 2000, on our consideration of the internal
control structure of Donna Retirement, Ltd.- (A Texas Limited
Partnership)and a report dated February 16, 2000, on its compliance with
laws and regulations.

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

Austin, Texas
February 16, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Dr., Suite 220
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443

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

To The Partners
Brooks Lane Apartments, L.P.

We have audited the accompanying balance sheets of BROOKS LANE APARTMENTS,
L.P., as of December 31, 1999 and 1998 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 LANE APARTMENTS,
L.P., as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 28, 2000, on our consideration of BROOKS LANE
APARTMENTS, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on the basic
financial statements of BROOK LANE 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, C.P.A., P.C.
Certified Public Accountants

Savannah, Georgia
February 28, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Dr., Suite 220
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443

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

To The Partners
Brooks Field Apartments, L.P.

We have audited the accompanying balance sheets of BROOKS FIELD APARTMENTS,
L.P., as of December 31, 1999 and 1998 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 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 FIELD
APARTMENTS, L.P., as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 28, 2000, on our consideration of BROOKS FIELD
APARTMENTS, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on the basic
financial statements of BROOKS FIELD 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, C.P.A., P.C.
Certified Public Accountants

Savannah, Georgia
February 28, 2000

David G.Pelliccione, C.P.A., P.C.
340 Eisenhower Dr., Suite 220
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443

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

To The Partners
Brooks Point Apartments, L.P.

We have audited the accompanying balance sheets of BROOKS POINT APARTMENTS,
L.P., as of December 31, 1999 and 1998, 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 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 POINT
APARTMENTS, L.P., as of December 31, 1999 and 1998 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 28, 2000, on our consideration of BROOKS POINT
APARTMENTS, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on the basic
financial statements of BROOK POINT 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, C.P.A., P.C.
Certified Public Accountants

Savannah, Georgia
February 28, 2000

McCartney & Company, P.C.
2121 University Park Drive - Suite 150
Okemos, MI 48864
PHONE: 517-347-5000
FAX: 517-347-5007

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

Partners
Mariner Cove Apartments Limited Partnership
DeWitt, Michigan

We have audited the accompanying balance sheets of Mariner Cove Apartments
Limited Partnership as of December 31, 1999 and 1998, 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 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 Mariner Cove Apartments
Limited Partnership as of December 31, 1999 and 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 a
report dated March 16, 2000, on our consideration of Mariner Cove
Apartments Limited Partnership's internal control structure and its
compliance with laws and regulations.


/s/ McCartney & Company, P.C.
Certified Public Accountants

March 16, 2000

Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE: 208-336-6800
FAX: 208-343-2381
INDEPENDENT AUDITORS' REPORT
----------------------------
General Partner
South Brenchley Housing Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheet of South Brenchley Housing
Limited Partnership as of December 31, 1998, and the related statements of
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of South Brenchley Housing
Limited Partnership 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 a
report dated February 1, 1999, on our consideration of South Brenchley's
internal control structure, and a report dated February 1, 1999, on its
compliance with specific requirements applicable to major programs.

The partnership's tax returns have been filed allowing the partners to
claim a benefit of a low income housing tax credit. Because the compliance
and qualification standards of the low income housing tax credit are not
related to the interest credit agreement and loan agreement, and because
the low income housing tax credit relates 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 1, 1999

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

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

General Partner
South Brenchley Housing Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheet of South Brenchley Housing
Limited Partnership as of December 31, 1999, and the related statements of
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
Standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audit provides a 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 Brenchley Housing
Limited Partnership as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 1, 2000, on our consideration of South Brenchley's
internal control structure, and a report dated February 1, 2000, on its
compliance with specific requirements applicable to major programs.

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 relates 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 1, 2000

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
HOMESTEAD WEST LIMITED PARTNERSHIP

We have audited the accompanying balance sheets of Homestead West Limited
Partnership, as of December 31, 1999 and 1998 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 Homestead West Limited
Partnership, as of December 31, 1999 and 1998 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 7, 2000 on our consideration of Homestead West
Limited Partnership's internal control and on its compliance with laws and
regulations.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplementary information shown on pages 13 through 16 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements of Homestead West Limited 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/ Gubler and Carter, P.C.
Certified Public Accountants
Salt Lake City, Utah
February 7, 2000

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 Rural Development
Louisa Senior Apartments, Ltd. Morehead, Kentucky

We have audited the accompanying balance sheets of Louisa Senior
Apartments, Ltd., (a limited partnership) Case No. 20-064-407447188, as of
December 31, 1999 and 1998 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 Louisa Senior
Apartments, Ltd. as of December 31, 1999 and 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 January 31, 2000 on our consideration of Louisa Senior
Apartments, 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
January 31, 2000

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 Rural
Development
Wells Hill Apartments, Ltd. Morehead, Kentucky

We have audited the accompanying balance sheets of Wells Hill Apartments,
Ltd., (a limited partnership) Case No. 20-086-611204241, as of December 31,
1999 and 1998 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 Wells Hill Apartments,
Ltd. as of December 31, 1999 and 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 January 27, 2000 on our consideration of Wells Hill
Apartments, 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 audit of the basic
financial statements, and in our opinion, is presented fairly, in all
material respects, in relation to the basic financial statements taken as a
whole.

/s/ Miller, Mayer, Sullivan & Stevens LLP
Certified Public Accountants
Lexington, Kentucky
January 27, 2000

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
Lincoln, Ltd.
Pierre, South Dakota

We have audited the accompanying balance sheets of Lincoln, Ltd. (a limited
partnership) as of December 31, 1999 and 1998, 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 Lincoln, Ltd. as of
December 31, 1999 and 1998, 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
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
Lincoln, 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
financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 3, 2000 on our consideration of Lincoln, Ltd.'s
internal control over financial reporting and on 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
February 3, 2000

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, 1999 and 1998, 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, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 2, 2000, 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.

Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplementary
information on pages 13 and 14 is presented for purposes of additional
analysis and is not a required part of the financial statements. Such
information has been subjected to the auditing procedures applied in the
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/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 2, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Leander Housing 1990, Ltd.
Leander, Texas

We have audited the accompanying balance sheet of Leander Housing 1990,
Ltd. (a Texas limited partnership) as of December 31, 1999 and 1998 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 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 Leander Housing 1990,
Ltd. as of December 31, 1999 and 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 January 25, 2000, on our consideration of Leander Housing
1990, Ltd.'s internal control and on its compliance with laws and
regulations applicable to the financial statements.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information
on pages 9 through 15 is presented for purposes of additional analysis and
is not a required part of the basic financial statements. The supplemental
information presented in the Year End Report/Analysis (Form FmHA 1930-8);
the Statement of Actual Budget and Income (Form FmHA 1930-7) for the year
ended December 31, 1998, and the Supplemental Data Required by the Rural
Housing and Community Development Services, is presented for purposes of
complying with the requirements of the Rural Housing and Community
Development Services 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/ Brockway, Gersbach & Niemeier, P.C.
Certified Public Accountants

January 25, 2000

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
Pleasant Valley Apartments, L.P.:

We have audited the accompanying balance sheets of Pleasant Valley
Apartments, L.P. as of December 31, 1999 and 1998, 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 Pleasant Valley
Apartments, L.P. as of December 31, 1999 and 1998, 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.

As discussed in Note 9, management has changed its method of computing
depreciation for the year ended December 31, 1999.

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 2000, on the Partnership's compliance and internal
control structure over financial reporting.

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

January 19, 2000

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
Brookwood Apartments, L.P.:

We have audited the accompanying balance sheets of Brookwood Apartments,
L.P. as of December 31, 1999 and 1998, and the related statements of
operations, changes in partners' equity and cash flows for the years ended.
These financial statements are the responsibility of the Partnership'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 Brookwood Apartments,
L.P. as of December 31, 1999 and 1998, 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.

As discussed in Note 9, management has changed its method of computing
depreciation for the year ended December 31, 1999.

In accordance with Government Auditing Standards, we have also issued our
report dated January 18, 2000, on the Partnership's compliance and internal
control over financial reporting.

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

January 18, 2000

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
River Rest Apartments, L.P.:

We have audited the accompanying balance sheets of River Rest Apartments,
L.P. as of December 31, 1999 and 1998, and the related statements of
operations, changes in partners' equity and cash flows for the years ended
December 31, 1999 and 1998. These financial statements are the
responsibility of the Partnership'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 River Rest Apartments,
L.P. as of December 31, 1999 and 1998, and the results of its operations,
changes in partners' equity and its cash flows for the years ended December
31, 1999 and 1998, in conformity with generally accepted accounting
principles.

As discussed in Note 9, management has changed its method of computing
depreciation for the year ended December 31, 1999.

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 2000, on the Partnership's compliance and internal
control over financial reporting.

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

January 19, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE: 404-892-9651
FAX: 404-876-3913
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Royston Elderly Housing, L.P.

We have audited the accompanying balance sheets of ROYSTON ELDERLY HOUSING,
L.P. (USDA Rural Development Case No. 10-059-582088484), a limited
partnership, as of December 31, 1999 and 1998, 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, 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 ROYSTON ELDERLY
HOUSING, L.P. as of December 31, 1999 and 1998, and the results of its
operations, its changes in 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 a
report dated February 9, 2000 on our consideration of ROYSTON ELDERLY
HOUSING, L.P.'s internal control and a report dated February 9, 2000 on its
compliance with laws and regulations applicable to the financial
statements.

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


/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants

Atlanta, Georgia
February 9, 2000

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

Managing General Partner
Heritage Park Associates Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Heritage Park Associates
Limited Partnership, as of December 31, 1999 and 1998, 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 Heritage Park
Associates Limited Partnership as of December 31, 1999 and 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
reports dated February 16, 2000 on our consideration of Heritage Park
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 16, 2000

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

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

To the Partners of Elderly Housing of Pontotoc, L.P.

I have audited the accompanying balance sheet of Elderly Housing of
Pontotoc, L.P., (RD Case number 28-058-640818315) as of December 31, 1999
and 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. 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 Elderly Housing of
Pontotoc, L.P. as of December 31, 1999 and 1998 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 on internal
controls, is presented for the purposes of additional analysis and is not a
required part of the financial statements of Elderly Housing of Pontotoc,
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 7, 2000

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 II, Ltd.
Tuskegee, Alabama

We have audited the accompanying balance sheets of Lakeshore II, Ltd., a
limited partnership, RHS Project No.: 01-044-631056927 as of December 31,
1999 and 1998, 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 Lakeshore II, Ltd., RHS
Project No.: 01-044-631056927 as of December 31, 1999 and 1998, 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, 1999 and
1998, 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 26 2000 on our consideration of Lakeshore II, 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 26, 2000

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
Skyview Apartments, Ltd.
Troy, Alabama

We have audited the accompanying balance sheets of Skyview Apartments,
Ltd., a limited partnership, RHS Project No.: 01-055-631086473 as of
December 31, 1999 and 1998, 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 Skyview Apartments,
Ltd., RHS Project No.: 01-055-631086473 as of December 31, 1999 and 1998,
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, 1999 and
1998, 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 26, 2000 on our consideration of Skyview 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 26, 2000

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
Meadowview Apartments, Ltd.
Greenville, Alabama

We have audited the accompanying balance sheets of Meadowview Apartments,
Ltd., a limited partnership, as of December 31, 1999 and 1998, and the
related statement of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted the audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasaonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also 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 Meadowview Apartments,
Ltd., as of December 31, 1999 and 1998, 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
page 9 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in our opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


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

Gadsden, Alabama
February 20, 2000

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
Applegate Apartments, Ltd.
Florence, Alabama

We have audited the accompanying balance sheets of Applegate Apartments,
Ltd., a limited partnership, as of December 31, 1999 and 1998, 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. 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 Applegate Apartments,
Ltd., as of December 31, 1999 and 1998, 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 9 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in our opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


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

Gadsden, Alabama
February 9, 2000

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
Heatherwood Apartments, Ltd.
Alexander City, Alabama

We have audited the accompanying balance sheets of Heatherwood Apartments,
Ltd., a limited partnership, as of December 31, 1999 and 1998, and the
related statement of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. My 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. 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 Heatherwood Apartments,
Ltd., as of December 31, 1999 and 1998, 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 9 and 10 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the 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.

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

Gadsden, Alabama
February 16, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

To the Partners
Galena Seniors, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Galena Seniors, L.P. (a
limited partnership) as of December 31, 1999 and 1998, 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 Galena Seniors L.P. as
of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Galena 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 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

To the Partners
Purdy Apartments, L.P.
Joplin, Missouri

We have audited the accompanying balance sheets of Purdy Apartments L.P. (a
limited partnership) as of December 31, 1999 and 1998, 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 Purdy Apartments, L.P.
as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Purdy 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 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

To the Partners
Aurora Seniors, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Aurora Seniors, L.P. (a
limited partnership) as of December 31, 1999 and 1998, 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 Aurora Seniors L.P. as
of December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Aurora 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.
2025 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

To the Partners
Baxter Springs Seniors, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Baxter Springs Seniors,
L.P. (a limited partnership) as of December 31, 1999 and 1998, 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 Baxter Springs Seniors
L.P. as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Baxter Springs
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 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

To the Partners
Marionville Seniors, L.P.
Joplin, Missouri 64804

We have audited the accompanying balance sheets of Marionville Seniors,
L.P. (a limited partnership) as of December 31, 1999 and 1998, 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 Marionville Seniors,
L.P. as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 29, 2000 on our consideration of Marionville 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 29, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
of Cavalry Crossing:

I have audited the accompanying balance sheet of Cavalry Crossing (a Kansas
Limited Partnership) as of December 31, 1999 and 1998 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 Cavalry Crossing as of
December 31, 1999 and 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.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements. The supplementary information, The
Schedule of Maintenance Expenses has been subjected to the audit procedures
applied in the audit of the basic financial statements and, in 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 15, 2000 on my consideration of Cavalry Crossing's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK 74467
March 15, 2000

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

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

To the Partners
of Sycamore Landing:

I have audited the accompanying balance sheet of Sycamore Landing (a Kansas
Limited Partnership) as of December 31, 1999 and 1998 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 Sycamore Landing as of
December 31, 1999 and 1998 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information 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 23, 2000 on my consideration of Sycamore Landing's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK 74467
March 23, 2000

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Parsons Village:

I have audited the accompanying balance sheet of Parsons Village (a Kansas
Limited Partnership) as of December 31, 1999 and 1998 and the related
statements of operations, 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 Parsons Village as of
December 31, 1999 and 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.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements. The supplementary information, The
Schedule of Maintenance Expenses has been subjected to the audit procedures
applied in the audit of the basic financial statements and, in 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 26, 2000 on my consideration of Parsons Village's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK 74467
March 26, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Drive, Suite 220
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443
INDEPENDENT AUDITORS' REPORT
----------------------------
To The Partners
Brookstone Apartments, L.P.

We have audited the accompanying balance sheet of BROOKSTONE APARTMENTS,
L.P., as of December 31, 1999 and 1998 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 BROOKSTONE APARTMENTS,
L.P., as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated February 28, 2000, on our consideration of BROOKSTONE
APARTMENTS, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with with report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on the basic
financial statements of BROOKSTONE APARTMENTS, L.P.'s 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, C.P.A., P.C.
Certified Public Accountants
Savannah, Georgia
February 28, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Drive, Suite 220
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443
INDEPENDENT AUDITORS' REPORT
----------------------------
To The Partners
Brooks Hollow Apartments, L.P.

We have audited the accompanying balance sheet of BROOKS HOLLOW APARTMENTS,
L.P., as of December 31, 1999 and 1998 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 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 HOLLOW
APARTMENTS, L.P., as of December 31, 1999 and 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 28, 2000, on our consideration of BROOKS HOLLOW
APARTMENTS, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provlisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on the basic
financial statements of BROOKS HOLLOW 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, C.P.A., P.C.
Certified Public Accountants
Savannah, Georgia
February 28, 2000

Fentress, Brown, CPAs & Associates, 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 Rural Development Services
Morningside Villa Limited Partnership Servicing Office
DBA Morningside Villa Apartments Findlay, Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Morningside Villa
Limited Partnership (a limited partnership), DBA Morningside Villa
Apartments, Case No. 41-033-341622448, as of December 31, 1999 and 1998,
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, 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 Morningside Villa
Limited Partnership, DBA Morningside Villa Apartments, Case No. 41-033-
341622448, at December 31, 1999 and 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 14, 2000, on our consideration of Morningside Villa
Limited Partnership's internal control and a report dated January 14, 2000,
on its compliance with specific requirements applicable to Rural
Development Services Programs.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants

Worthington, Ohio
January 14, 2000

Fentress, Brown, CPAs & Associates, 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 Rural Development Services
Kenton Apartments Company Limited Partnership Servicing Office
DBA Springbrook Commons Findlay, Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Kenton Apartments
Company Limited Partnership (a limited partnership), DBA Springbrook
Commons, Case No. 41-033-0382999141, as of December 31, 1999 and 1998, 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 Kenton Apartments
Company Limited Partnership, DBA Springbrook Commons, Case No. 41-033-
0382999141, at December 31, 1999 and 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 14, 2000, on our consideration of Kenton Apartments
Company Limited Partnership's internal control and a report dated January
14, 2000, on its compliance with specific requirements applicable to Rural
Development Services Programs.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants

Worthington, Ohio
January 14, 2000

Burrus, Paul & Turnbull, CPAs
1230 Crestar Bank Bldg.
Norfolk, VA 23510-2276
PHONE: 757-623-3236
FAX: 757-627-8603

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

To the Partners
Lovingston Ridge
(A Limited Partnership)
Yorktown, Virginia

We have audited the balance sheets of Lovingston Ridge (A Limited
Partnership), as of December 31, 1999 and 1998, 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 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 Lovingston Ridge (A
Limited Partnership) as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.



/s/ Burrus, Paul & Turnbull CPAs
Certified Public Accountants

February 8, 2000

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
Mt. Vernon Rental Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheets of Mt. Vernon Rental
Housing, L.P. (a limited partnership), Federal ID No. 58-1965613, as of
December 31, 1999 and 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 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 Mt. Vernon Rental
Housing, L.P. as of December 31, 1999 and 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 a
report dated January 24, 2000 on our consideration of Mt. Vernon Rental
Housing, L.P.'s internal control structure and a report dated January 24,
2000 on its compliance with laws and regulations.

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

January 24, 2000

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 56, 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 44, 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 53, 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 37, 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 page 68 of the Prospectus under the section
captioned "Management" (consisting of pages 66 through 69 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 own any units of the outstanding
securities of Gateway as of March 31, 1999. Ronald M. Diner, President of
Raymond James Tax Credit Funds, Inc. owns 5 units of Series 7. None of the
other directors and officers own any units of the outstanding securities of
Gateway as of March 31, 2000.

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, under the terms of the
public offering, various kinds of compensation and fees are payable to the
General Partners and its 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 24 to 26 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 partners of the Project Partnerships.

For the periods ended March 31, 2000, 1999, and 1998 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 receive
an annual asset management fee equal to the greater of (i) $2,000 for each
limited partnership in which Gateway invests, as adjusted by the Consumer
Price Index or (ii) 0.275% of Gateway's gross proceeds from the sale of
limited partnership interests. In either event (i) or (ii), the maximum
amount may not exceed 0.2% of the aggregate cost (Gateway's capital
contribution plus Gateway's share of the Properties' mortgage) of Gateway's
interest in properties 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 Statement of Operations.
2000 1999 1998
---- ---- ----
Series 7 $ 87,952 $ 88,207 $ 88,433
Series 8 91,655 91,933 92,191
Series 9 50,319 50,458 50,592
Series 10 34,309 34,427 34,101
Series 11 28,465 27,721 27,281
--------- --------- ---------
Total $ 292,700 $ 292,746 $ 292,598
========= ========= =========

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

2000 1999 1998
---- ---- ----
Series 7 $ 14,609 $ 13,177 $ 14,380
Series 8 16,108 14,528 15,855
Series 9 8,991 8,109 8,849
Series 10 5,619 5,068 5,531
Series 11 4,495 4,054 4,424
--------- --------- ---------
Total $ 49,822 $ 44,936 $ 49,039
========= ========= =========


PART IV

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

a.(1) Financial Statements - see accompanying index to financial
statements, Item 8.

(2) Financial Statement Schedules -

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 -


Table
Number

Page
1.1 Form of Dealer Manager Agreement, including Soliciting
Dealer Agreement
1.2 Form of Escrow Agreement between Gateway Tax Credit
Fund III Ltd. and First Union National Bank
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 III 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 Nottingham Apartments, Ltd.
3.5 Amended and Restated Agreement of Limited Partnership
of Cedar Hollow Apartments Limited Partnership
3.6 Amended and Restated Agreement of Limited Partnership
of Sunrise I Apartments Limited Partnership
5.1 Legality opinion of Riden, Earle & Kiefner, P.A. is
included in Exhibit 8.1
8.1 Tax opinion and consent of Riden, Earle & Kiefner, P.A.
24.1 The consent of Spence, Marston, Bunch, Morris & Co.
24.1.1 The consent of Spence, Marston, Bunch, Morris & Co. to
all references made to them in the Registration
Statement and the inclusion therein of the financial
statements of Raymond James Tax Credit Funds, Inc. and
Raymond James Partners, Inc. for the fiscal year ended
September 25, 1992
24.1.2 The consent of Spence, Marston, Bunch, Morris & Co. to
all references made to them in the Registration
Statement and the inclusion therein of the financial
statements of Raymond James Tax Credit Funds, Inc. and
Raymond James Partners, Inc. for the fiscal year ended
September 25, 1992 and the Registrant for the period
ended March 31, 1992
24.4 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 III Ltd., and all amendments thereto is
included in their opinions filed as Exhibit 8.1 to the
Registration Statement.
28.1 Table VI (Acquisition of Properties by Program) of
Appendix II to Industry Guide 5, Preparation of
Registration Statements Relating to Interests in Real
Estate Limited Partnerships


* Included with Form S-11, Registration No. 33-44238 and amendments and
supplements thereto previously filed with the Securities and Exchange
Commission.

b. Reports filed on Form 8-K - NONE


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 7
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Nottingham Pisgah, AL 18 587,501
Cedar Hollow Waterloo, NE 24 763,421
Sunrise Mission, SD 44 2,033,655
Mountain City Mountain City, TN 40 1,319,620
Burbank Falls City, NE 24 807,217
Washington Bloomfield, NE 24 800,691
BrookStone McCaysville, GA 40 1,207,546
Tazewell New Tazewell, TN 44 1,408,525
N. Irvine Irvine, KY 24 793,461
Horton Horton, KS 24 770,437
Manchester Manchester, GA 42 1,214,043
Waynesboro Waynesboro, GA 24 678,000
Lakeland II Lakeland, GA 30 837,542
Mt. Vernon Mt. Vernon, GA 24 746,070
Meadow Run Dawson, GA 48 1,439,201
Spring Creek II Quitman, GA 24 673,692
Warm Springs Warm Springs, GA 22 677,811
Blue Ridge Blue Ridge, GA 41 1,100,626
Walnut Elk Point, SD 24 824,787
Pioneer Mountain View, AR 48 1,211,927
Dilley Dilley, TX 28 725,812
Elsa Elsa, TX 40 1,040,340
Clinch View Gate City, VA 42 1,469,249
Jamestown Jamestown, TN 40 1,227,441
Leander Leander, TX 36 918,740
Louisa Sr. Louisa, KY 36 1,201,005
Orchard Commons Crab Orchard, KY 12 361,974
Vardaman Vardaman, MS 24 735,124
Heritage Park Paze, AZ 32 1,247,937
BrooksHollow Jasper, GA 40 1,190,762
Cavalry Crossing Ft. Scott, KS 40 1,423,298
Carson City Carson City, KS 24 793,354
Matteson Capa, KS 24 767,184
Pembroke Pembroke, KY 16 516,086
Robynwood Cynthiana, KY 24 788,073
Atoka Atoka, OK 24 685,005
Coalgate Coalgate, OK 24 684,140
Hill Creek West Blocton, AL 24 782,074
Cardinal Mountain Home. AR 32 156,799
------------
$36,610,170
============


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, 1999

SERIES 7
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Nottingham 21,070 695,113 884
Cedar Hollow 25,000 889,355 21,557
Sunrise 30,000 837,000 1,652,939
Mountain City 67,000 1,345,826 179,882
Burbank 25,000 595,780 379,962
Washington 30,000 401,435 538,874
BrookStone 45,000 176,183 1,238,804
Tazewell 75,000 834,811 784,649
N. Irvine 27,600 696,407 295,222
Horton 15,615 641,460 275,465
Manchester 40,000 243,179 1,192,250
Waynesboro 45,310 107,860 664,328
Lakeland II 30,000 149,453 830,194
Mt. Vernon 19,500 156,335 724,691
Meadow Run 20,000 241,802 1,483,038
Spring Creek II 40,000 117,323 651,152
Warm Springs 45,000 196,691 581,636
Blue Ridge 0 234,193 1,104,950
Walnut 20,000 112,079 874,780
Pioneer 30,000 1,092,918 219,571
Dilley 30,000 847,755 11,296
Elsa 40,000 1,286,910 13,571
Clinch View 99,000 409,447 1,266,074
Jamestown 53,800 436,875 1,007,289
Leander 46,000 1,063,200 5,134
Louisa Sr. 90,000 449,409 965,250
Orchard Commons 28,789 452,556 (1,684)
Vardaman 15,000 93,877 796,817
Heritage Park 199,000 1,243,700 115,943
BrooksHollow 67,155 183,029 1,188,736
Cavalry Crossing 82,300 894,246 797,946
Carson City 86,422 354,778 516,658
Matteson 28,438 556,314 353,098
Pembroke 22,000 190,283 411,021
Robynwood 35,000 315,110 661,574
Atoka 16,000 819,334 0
Coalgate 22,500 806,005 0
Hill Creek 29,337 622,291 316,600
Cardinal 24,207 650,852 106,377
----------- ------------ ------------
$ 1,666,043 $ 21,441,174 $22,226,528
=========== ============ ============

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, 1999


SERIES 7
Apartment Properties
Gross Amount At Which Carried At December 31, 1999
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Nottingham 21,070 695,997 717,067
Cedar Hollow 27,097 908,815 935,912
Sunrise 30,000 2,489,939 2,519,939
Mountain City 67,000 1,525,708 1,592,708
Burbank 37,000 963,742 1,000,742
Washington 53,933 916,376 970,309
BrookStone 45,000 1,414,987 1,459,987
Tazewell 75,000 1,619,460 1,694,460
N. Irvine 27,600 991,629 1,019,229
Horton 15,615 916,925 932,540
Manchester 49,455 1,425,974 1,475,429
Waynesboro 34,500 782,998 817,498
Lakeland II 29,600 980,047 1,009,647
Mt. Vernon 19,500 881,026 900,526
Meadow Run 40,000 1,704,840 1,744,840
Spring Creek II 30,000 778,475 808,475
Warm Springs 20,000 803,327 823,327
Blue Ridge 0 1,339,143 1,339,143
Walnut 62,700 944,159 1,006,859
Pioneer 34,414 1,308,075 1,342,489
Dilley 30,000 859,051 889,051
Elsa 40,000 1,300,481 1,340,481
Clinch View 99,000 1,675,521 1,774,521
Jamestown 53,800 1,444,164 1,497,964
Leander 133,549 980,785 1,114,334
Louisa Sr. 90,000 1,414,659 1,504,659
Orchard Commons 28,789 450,872 479,661
Vardaman 15,000 890,694 905,694
Heritage Park 199,000 1,359,643 1,558,643
BrooksHollow 67,000 1,371,920 1,438,920
Cavalry Crossing 84,118 1,690,374 1,774,492
Carson City 40,028 917,830 957,858
Matteson 39,000 898,850 937,850
Pembroke 22,000 601,304 623,304
Robynwood 35,000 976,684 1,011,684
Atoka 16,000 819,334 835,334
Coalgate 22,500 806,005 828,505
Hill Creek 29,337 938,891 968,228
Cardinal 24,207 757,229 781,436
----------- ------------ ------------
$1,787,812 $43,545,933 $45,333,745
=========== ============ ============

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, 1999

SERIES 7
Apartment Properties

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

Nottingham 148,568 5.0-40.0
Cedar Hollow 184,343 7.0-40.0
Sunrise 624,003 5.0-27.5
Mountain City 422,120 7.0-27.5
Burbank 228,099 5.0-30.0
Washington 258,222 5.0-30.0
BrookStone 315,117 5.0-27.5
Tazewell 438,591 7.0-27.5
N. Irvine 184,278 5.0-40.0
Horton 273,996 5.0-25.0
Manchester 308,218 5.0-25.0
Waynesboro 173,996 10.0-30.0
Lakeland II 227,706 10.0-30.0
Mt. Vernon 175,170 5.0-30.0
Meadow Run 371,965 7.0-27.5
Spring Creek II 172,352 10.0-30.0
Warm Springs 196,317 5.0-40.0
Blue Ridge 324,690 5.0-25.0
Walnut 210,882 5.0-40.0
Pioneer 272,571 12.0-40.0
Dilley 128,302 5.0-50.0
Elsa 238,564 7.0-50.0
Clinch View 439,807 7.0-27.5
Jamestown 392,638 7.0-27.5
Leander 306,458 7.0-30.0
Louisa Sr. 294,488 5.0-40.0
Orchard Commons 101,762 5.0-40.0
Vardaman 163,527 5.0-40.0
Heritage Park 400,302 7.0-27.5
BrooksHollow 293,895 5.0-27.5
Cavalry Crossing 318,118 12.0-40.0
Carson City 253,037 7.0-27.5
Matteson 258,278 7.0-27.5
Pembroke 126,679 5.0-40.0
Robynwood 197,822 5.0-40.0
Atoka 238,542 5.0-25.0
Coalgate 241,125 5.0-25.0
Hill Creek 197,832 7.0-27.5
Cardinal 89,016 7.0-27.5
-----------
$10,191,396
===========

GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 8
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Purdy Purdy, MO 16 464,187
Galena Galena, KS 24 612,026
Antlers 2 Antlers, OK 24 646,281
Holdenville Holdenville, OK 24 733,138
Wetumka Wetumka, OK 24 667,574
Mariners Cove Marine City, MI 32 1,041,948
Mariners Cove Sr. Marine City, MI 24 806,984
Antlers Antlers, OK 36 1,097,931
Bentonville Bentonville, AR 24 597,487
Deerpoint Elgin, AL 24 761,091
Aurora Aurora, MO 28 731,420
Baxter Baxter Springs, KS 16 433,216
Arbor Gate Bridgeport, AL 24 761,413
Timber Ridge Collinsville, AL 24 739,975
Concordia Sr. Concordia, KS 24 689,420
Mountainburg Mountainburg, AR 24 720,120
Lincoln Pierre, SD 25 892,256
Fox Ridge Russellville, AL 24 747,717
Meadow View Bridgeiport, NE 16 595,029
Sheridan Auburn, NE 16 614,146
Morningside Kenton, OH 32 979,130
Grand Isle Grand Isle, ME 16 944,757
Meadowview Van Buren, AR 29 784,856
Taylor Taylor, TX 44 1,256,975
Brookwood Gainesboro, TN 44 1,478,467
Pleasant Valley Lynchburg, TN 33 1,106,152
Reelfoot Ridgely, TN 20 661,845
River Rest Newport, TN 34 1,153,143
Kirskville Kirksville, MO 24 686,711
Cimmaron Arco, ID 24 837,636
Kenton Kenton, OH 46 1,436,657
Lovingston Lovingston, VA 64 2,248,529
Pontotoc Pontotoc, MS 36 1,108,184
So. Brenchley Rexburg, ID 30 1,243,956
Hustonville Hustonville, KY 16 528,728
Northpoint Jackson, KY 24 902,337
Brooks Field Louisville, GA 32 960,633
Brooks Lane Clayton, GA 36 1,108,036
Brooks Point Dahlonega, GA 41 1,373,716
Brooks Run Jasper, GA 24 762,462
Logan Heights Russellville, KY 24 788,022
Lakeshore 2 Tuskegee, AL 36 1,156,874
Cottondale Cottondale, FL 25 766,373
------------
$38,627,538
============


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, 1999

SERIES 8
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------
Purdy 64,823 493,596 12,532
Galena 19,200 362,505 368,881
Antlers 2 26,000 761,859 0
Holdenville 15,000 877,598 0
Wetumka 19,977 792,876 0
Mariners Cove 117,192 1,134,974 18,221
Mariners Cove Sr. 72,252 901,745 12,615
Antlers 50,529 1,270,510 0
Bentonville 15,220 743,269 0
Deerpoint 33,250 912,974 (13,750)
Aurora 164,350 716,471 6,036
Baxter 13,800 418,296 100,989
Arbor Gate 43,218 873,748 1,337
Timber Ridge 15,145 879,334 1,148
Concordia Sr. 65,000 776,131 (14,742)
Mountainburg 20,000 863,990 0
Lincoln 121,000 933,872 59,403
Fox Ridge 35,000 867,785 0
Meadow View 29,000 686,959 2,765
Sheridan 20,100 373,018 359,369
Morningside 31,163 1,152,691 3,743
Grand Isle 20,000 1,180,210 (2,126)
Meadowview 40,000 954,717 0
Taylor 105,335 1,185,923 239,509
Brookwood 28,148 1,780,090 2,359
Pleasant Valley 56,269 1,288,452 5,616
Reelfoot 13,000 118,127 683,441
River Rest 50,750 431,259 921,416
Kirskville 50,000 188,140 593,352
Cimmaron 18,000 611,963 471,776
Kenton 61,699 785,703 923,562
Lovingston 178,985 2,215,782 331,431
Pontotoc 40,500 312,296 973,317
So. Brenchley 99,658 492,781 956,234
Hustonville 20,000 672,270 3,335
Northpoint 140,000 942,599 2,466
Brooks Field 45,762 113,295 1,012,766
Brooks Lane 57,500 123,401 1,167,290
Brooks Point 108,000 135,053 1,414,638
Brooks Run 50,000 158,025 715,789
Logan Heights 24,600 422,778 504,352
Lakeshore 2 45,000 273,501 1,097,384
Cottondale 36,000 911,975 344
----------- ------------ ------------
$2,280,425 $32,092,541 $12,936,798
=========== ============ ============

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, 1999

SERIES 8
Gross Amount At Which Carried At December 31, 1999
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----
Purdy 65,351 505,600 570,951
Galena 82,599 667,987 750,586
Antlers 2 26,000 761,859 787,859
Holdenville 15,000 877,598 892,598
Wetumka 19,977 792,876 812,853
Mariners Cove 122,656 1,147,731 1,270,387
Mariners Cove Sr. 78,918 907,694 986,612
Antlers 50,529 1,270,510 1,321,039
Bentonville 15,220 743,269 758,489
Deerpoint 19,500 912,974 932,474
Aurora 165,130 721,727 886,857
Baxter 45,275 487,810 533,085
Arbor Gate 43,218 875,085 918,303
Timber Ridge 15,145 880,482 895,627
Concordia Sr. 65,000 761,389 826,389
Mountainburg 20,000 863,990 883,990
Lincoln 132,188 982,087 1,114,275
Fox Ridge 35,000 867,785 902,785
Meadow View 29,000 689,724 718,724
Sheridan 32,300 720,187 752,487
Morningside 31,163 1,156,434 1,187,597
Grand Isle 20,000 1,178,084 1,198,084
Meadowview 40,000 954,717 994,717
Taylor 105,335 1,425,432 1,530,767
Brookwood 28,148 1,782,449 1,810,597
Pleasant Valley 56,269 1,294,068 1,350,337
Reelfoot 13,827 800,741 814,568
River Rest 52,062 1,351,363 1,403,425
Kirskville 50,000 781,492 831,492
Cimmaron 6,000 1,095,739 1,101,739
Kenton 61,699 1,709,265 1,770,964
Lovingston 194,772 2,531,426 2,726,198
Pontotoc 40,500 1,285,613 1,326,113
So. Brenchley 99,658 1,449,015 1,548,673
Hustonville 20,000 675,605 695,605
Northpoint 140,000 945,065 1,085,065
Brooks Field 45,761 1,126,062 1,171,823
Brooks Lane 57,500 1,290,691 1,348,191
Brooks Point 108,000 1,549,691 1,657,691
Brooks Run 50,366 873,448 923,814
Logan Heights 24,600 927,130 951,730
Lakeshore 2 45,000 1,370,885 1,415,885
Cottondale 36,000 912,319 948,319
----------- ------------ ------------
$2,404,666 $44,905,098 $47,309,764
=========== ============ ============

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, 1999

SERIES 8
Apartment Properties

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

Purdy 188,108 7.0-27.5
Galena 219,439 7.0-27.5
Antlers 2 222,303 5.0-25.0
Holdenville 242,088 5.0-25.0
Wetumka 220,627 5.0-25.0
Mariners Cove 316,287 7.0-27.5
Mariners Cove Sr. 245,858 7.0-27.5
Antlers 335,851 10.0-25.0
Bentonville 231,796 5.0-25.0
Deerpoint 152,285 5.0-50.0
Aurora 255,526 7.0-27.5
Baxter 141,802 7.0-27.5
Arbor Gate 157,076 5.0-40.0
Timber Ridge 160,994 5.0-40.0
Concordia Sr. 205,768 5.0-25.0
Mountainburg 237,454 5.0-25.0
Lincoln 235,513 7.0-27.5
Fox Ridge 135,406 5.0-50.0
Meadow View 176,610 5.0-30.0
Sheridan 139,058 5.0-50.0
Morningside 244,226 5.0-33.0
Grand Isle 337,109 7.0-27.5
Meadowview 248,226 5.0-25.0
Taylor 178,767 5.0-50.0
Brookwood 442,208 5.0-50.0
Pleasant Valley 333,501 5.0-50.0
Reelfoot 185,334 7.0-27.5
River Rest 308,197 7.0-50.0
Kirskville 190,006 5.0-27.5
Cimmaron 242,952 7.0-27.5
Kenton 318,894 5.0-33.0
Lovingston 637,584 7.0-27.5
Pontotoc 174,656 5.0-40.0
So. Brenchley 342,204 7.0-27.5
Hustonville 116,015 5.0-40.0
Northpoint 170,122 5.0-40.0
Brooks Field 210,704 5.0-40.0
Brooks Lane 244,730 5.0-40.0
Brooks Point 278,964 5.0-40.0
Brooks Run 171,353 5.0-40.0
Logan Heights 162,757 7.0-40.0
Lakeshore 2 183,493 5.0-40.0
Cottondale 169,548 5.0-27.5
-----------
$10,111,399
===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 9
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Jay Jay, OK 24 656,657
Boxwood Lexington, TX 24 627,669
Stilwell 3 Stilwell, OK 16 471,865
Arbor Trace Lake Park, GA 24 746,189
Arbor Trace 2 Lake Park, GA 42 1,467,007
Omega Omega, GA 36 1,140,437
Cornell 2 Watertown, SD 24 928,874
Elm Creek Pierre, SD 24 960,784
Marionville Marionville, MO 20 569,235
Lamar Lamar, AR 24 721,405
Mt. Glen Heppner, OR 24 833,817
Centreville Centreville, AL 24 793,818
Skyview Troy, AL 36 1,141,182
Sycamore Coffeyville, KS 40 1,423,424
Bradford Cumberland, KY 24 795,943
Cedar Lane London, KY 24 746,208
Stanton Stanton, KY 24 808,594
Abernathy Abernathy, TX 24 631,755
Pembroke Pembroke, KY 24 803,253
Meadowview Greenville, AL 24 652,718
Town Branch Mt. Vernon, KY 24 779,756
Fox Run Ragland, AL 24 783,256
Maple Sreet Emporium, PA 32 1,372,031
Manchester Manchester, GA 18 594,174
------------
$20,450,051
============


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, 1999

SERIES 9
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------

Jay 30,000 103,524 677,073
Boxwood 22,273 718,529 30,137
Stilwell 3 15,567 82,347 489,218
Arbor Trace 62,500 185,273 670,585
Arbor Trace 2 100,000 361,210 1,345,224
Omega 35,000 188,863 1,183,441
Cornell 2 29,155 576,296 547,375
Elm Creek 71,360 233,390 878,506
Marionville 24,900 409,497 262,582
Lamar 18,000 202,240 684,085
Mt. Glen 23,500 480,064 555,442
Centreville 36,000 220,952 716,883
Skyview 120,000 220,161 1,069,796
Sycamore 64,408 415,748 1,303,315
Bradford 66,000 285,025 704,607
Cedar Lane 49,750 952,314 (6,783)
Stanton 41,584 959,574 0
Abernathy 30,000 751,898 0
Pembroke 43,000 955,687 0
Meadowview 46,270 1,086,351 1,597
Town Branch 21,000 942,114 21,296
Fox Run 47,467 919,296 4,275
Maple Sreet 85,000 1,178,856 437,336
Manchester 24,100 711,035 2,390
----------- ------------ ------------
$1,106,834 $13,140,244 $11,578,380
=========== ============ ============


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, 1999


SERIES 9
Apartment Properties
Gross Amount At Which Carried At December 31, 1999
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Jay 25,000 785,597 810,597
Boxwood 22,273 748,666 770,939
Stilwell 3 10,000 577,132 587,132
Arbor Trace 62,500 855,858 918,358
Arbor Trace 2 100,000 1,706,434 1,806,434
Omega 35,000 1,372,304 1,407,304
Cornell 2 86,281 1,066,545 1,152,826
Elm Creek 128,817 1,054,439 1,183,256
Marionville 88,439 608,540 696,979
Lamar 18,000 886,325 904,325
Mt. Glen 23,500 1,035,506 1,059,006
Centreville 36,000 937,835 973,835
Skyview 120,000 1,289,957 1,409,957
Sycamore 64,600 1,718,871 1,783,471
Bradford 66,000 989,632 1,055,632
Cedar Lane 49,750 945,531 995,281
Stanton 41,584 959,574 1,001,158
Abernathy 30,000 751,898 781,898
Pembroke 43,000 955,687 998,687
Meadowview 46,270 1,087,948 1,134,218
Town Branch 21,000 963,410 984,410
Fox Run 47,467 923,571 971,038
Maple Sreet 85,000 1,616,192 1,701,192
Manchester 27,200 710,325 737,525
----------- ------------ ------------
$1,277,681 $24,547,777 $25,825,458
=========== ============ ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 9
Apartment Properties

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

Jay 196,622 5.0-25.0
Boxwood 204,473 5.0-25.0
Stilwell 3 145,552 5.0-25.0
Arbor Trace 143,924 10.0-30.0
Arbor Trace 2 286,743 10.0-30.0
Omega 255,752 5.0-50.0
Cornell 2 277,801 5.0-30.0
Elm Creek 283,137 5.0-27.5
Marionville 187,546 7.0-27.5
Lamar 228,624 5.0-25.0
Mt. Glen 252,167 7.0-27.5
Centreville 215,829 5.0-40.0
Skyview 176,042 5.0-40.0
Sycamore 250,288 12.0-40.0
Bradford 164,970 5.0-40.0
Cedar Lane 186,896 5.0-40.0
Stanton 189,202 5.0-40.0
Abernathy 197,423 5.0-25.0
Pembroke 163,661 7.0-40.0
Meadowview 141,303 5.0-40.0
Town Branch 143,217 7.0-40.0
Fox Run 180,061 7.0-27.5
Maple Sreet 233,276 7.0-40.0
Manchester 132,534 5.0-27.5
-----------
$4,837,043
===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 10
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Redstone Challis, ID 24 852,258
Albany Albany, KY 24 786,093
Oak Terrace Bonifay, FL 18 547,616
Wellshill West Liberty, KY 32 1,088,320
Applegate Florence, AL 36 1,114,105
Heatherwood Alexander City, AL 36 905,764
Peachtree Gaffney, SC 28 1,009,775
Donna Donna, TX 50 1,436,942
Wellsville Wellsville, NY 24 1,071,161
Tecumseh Tecumseh, NE 24 871,850
Clay City Clay City, KY 24 817,496
Irvine West Irvine, KY 24 814,173
New Castle New Castle, KY 24 811,232
Stigler Stigler, OK 20 596,948
Courtyard Huron, SD 21 649,707
------------
$13,373,440
============

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

Redstone 24,000 747,591 353,905
Albany 39,500 990,162 0
Oak Terrace 27,200 633,284 3,813
Wellshill 75,000 1,270,844 0
Applegate 125,000 1,467,675 243,267
Heatherwood 55,000 1,551,679 2,382
Peachtree 25,000 1,021,466 0
Donna 112,000 1,661,889 6,187
Wellsville 38,000 1,286,389 10,621
Tecumseh 20,000 1,038,151 14,759
Clay City 22,750 998,334 2,465
Irvine West 25,000 1,060,585 3,219
New Castle 40,575 971,520 9,421
Stigler 24,000 730,056 0
Courtyard 12,000 465,936 289,904
----------- ------------ ------------
$665,025 $15,895,561 $939,943
=========== ============ ============


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 10
Apartment Properties
Gross Amount At Which Carried At December 31, 1999
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Redstone 7,600 1,117,896 1,125,496
Albany 39,500 990,162 1,029,662
Oak Terrace 27,200 637,097 664,297
Wellshill 75,000 1,270,844 1,345,844
Applegate 125,000 1,710,942 1,835,942
Heatherwood 55,000 1,554,061 1,609,061
Peachtree 25,000 1,021,466 1,046,466
Donna 112,000 1,668,076 1,780,076
Wellsville 38,000 1,297,010 1,335,010
Tecumseh 20,000 1,052,910 1,072,910
Clay City 22,750 1,000,799 1,023,549
Irvine West 25,000 1,063,804 1,088,804
New Castle 40,575 980,941 1,021,516
Stigler 24,000 730,056 754,056
Courtyard 71,331 696,509 767,840
----------- ------------ ------------
$707,956 $16,792,573 $17,500,529
=========== ============ ============


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

Redstone 261,510 7.0-27.5
Albany 191,707 5.0-40.0
Oak Terrace 132,239 5.0-27.5
Wellshill 205,985 5.0-40.0
Applegate 219,293 5.0-40.0
Heatherwood 208,223 5.0-40.0
Peachtree 148,917 5.0-40.0
Donna 196,244 7.0-50.0
Wellsville 304,814 7.0-27.5
Tecumseh 155,119 5.0-50.0
Clay City 152,610 5.0-40.0
Irvine West 161,117 5.0-40.0
New Castle 144,059 5.0-40.0
Stigler 117,699 5.0-25.0
Courtyard 136,286 5.0-40.0
-----------
$2,735,822
===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 11
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------

Homestead Pinetop, AZ 32 1,322,595
Mountain Oak Collinsville, AL 24 691,982
Eloy Eloy, AZ 24 649,386
Gila Bend Gila Bend, AZ 36 975,395
Creekstone Dallas, GA 40 1,023,955
Tifton Tifton, GA 36 953,518
Cass Towne Cartersville, GA 10 144,417
Warsaw Warsaw, VA 56 2,681,103
Royston Royston, GA 25 748,370
Red Bud Mokane, MO 8 240,157
Cardinal Mountain Home, AR 32 102,295
Parsons Parsons, KS 38 1,097,732
------------
$10,630,905
============


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

Homestead 126,000 1,628,502 636
Mountain Oak 30,000 473,033 376,391
Eloy 12,000 882,913 34,719
Gila Bend 18,000 945,233 311,414
Creekstone 130,625 170,655 1,707,324
Tifton 17,600 192,853 1,496,433
Cass Towne 22,690 301,458 1,672
Warsaw 146,800 3,200,738 (22,772)
Royston 36,000 785,602 114,304
Red Bud 5,500 295,617 0
Cardinal 15,793 424,616 69,400
Parsons 45,188 953,512 346,135
----------- ------------ ------------
$606,196 $10,254,732 $4,435,656
=========== ============ ============


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, 1999


SERIES 11
Apartment Properties
Gross Amount At Which Carried At December 31, 1999
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Homestead 126,000 1,629,138 1,755,138
Mountain Oak 30,000 849,424 879,424
Eloy 12,000 917,632 929,632
Gila Bend 18,000 1,256,647 1,274,647
Creekstone 130,650 1,877,954 2,008,604
Tifton 17,327 1,689,559 1,706,886
Cass Towne 22,690 303,130 325,820
Warsaw 146,800 3,177,966 3,324,766
Royston 36,000 899,906 935,906
Red Bud 5,500 295,617 301,117
Cardinal 15,793 494,016 509,809
Parsons 38,437 1,306,398 1,344,835
----------- ------------ ------------
$599,197 $14,697,387 $15,296,584
=========== ============ ============



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

Homestead 235,829 5.0-40.0
Mountain Oak 170,593 5.0-27.5
Eloy 175,575 5.0-27.5
Gila Bend 249,968 5.0-40.0
Creekstone 287,381 7.0-27.5
Tifton 175,897 5.0-25.0
Cass Towne 41,780 7.0-27.5
Warsaw 517,979 7.0-27.5
Royston 130,269 7.0-40.0
Red Bud 33,564 7.0-40.0
Cardinal 58,074 7.0-27.5
Parsons 141,098 12.0-40.0
-----------
$2,218,007
===========


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

SERIES 7

Balance at beginning of period -
December 31, 1998 $ 45,255,035
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 78,710
Other 0
--------- 78,710

Deductions during period:
Cost of real estate sold 0
Other 0
--------- 0
-----------

Balance at end of period -
December 31, 1999 $ 45,333,745
============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998 $ 8,688,651

Current year expense 1,502,758
Less Accumulated Depreciation of
real estate sold 0
Other (13)
-----------

Balance at end of period -
December 31, 1999 $ 10,191,396
============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 8
Balance at beginning of period -
December 31, 1998 $ 47,254,226
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 57,672
Improvements, etc. 0
Other 0
-------
57,672
Deductions during period:
Cost of real estate sold 2,134
Other 0
-------
2,134
----------
Balance at end of period -
December 31, 1999 $ 47,309,764
============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998 $ 8,013,045

Current year expense 2,100,488
Less Accumulated Depreciation of
real estate sold (2,134)
Other 0
----------
Balance at end of period -
December 31, 1999 $ 10,111,399
============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 9
Balance at beginning of period -
December 31, 1998 $ 25,793,892
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 31,637
Improvements, etc. 0
Other 0
-------
31,637
Deductions during period:
Cost of real estate sold 71
Other 0
-------
(71)
----------
Balance at end of period -
December 31, 1999 $ 25,825,458
============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998 $ 3,996,265

Current year expense 840,849
Less Accumulated Depreciation of
real estate sold 0
Other (71)
-----------
Balance at end of period -
December 31, 1999 $ 4,837,043
============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 10
Balance at beginning of period -
December 31, 1998 $ 17,478,671
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 21,858
Improvements, etc. 0
Other 0
--------
21,858
Deductions during period:
Cost of real estate sold 0
Other 0
--------
0
----------
Balance at end of period -
December 31, 1999 $ 17,500,529
============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998 $ 2,238,601

Current year expense 497,246
Less Accumulated Depreciation of
real estate sold 0
Other (25)
-----------
Balance at end of period -
December 31, 1999 $ 2,735,822
============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 11
Balance at beginning of period -
December 31, 1998 $ 15,273,764
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 64,294
Improvements, etc. 0
Other 0
--------
64,294
Deductions during period:
Cost of real estate sold 41,474
Other 0
--------
(41,474)
-----------
Balance at end of period -
December 31, 1999 $ 15,296,584
===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998 $ 1,745,395

Current year expense 514,086
Less Accumulated Depreciation of
real estate sold (41,474)
Other 0
---------
Balance at end of period -
December 31, 1999 $ 2,218,007
===========

GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 7
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Nottingham 18 587,501 7.75% 4,041 50
Cedar Hollow 24 763,421 7.75% 5,115 50
Sunrise 44 2,033,655 7.25% 12,842 50
Mountain City 40 1,319,620 7.75% 8,853 50
Burbank 24 807,217 8.25% 5,725 50
Washington 24 800,691 8.25% 5,674 50
BrookStone 40 1,207,546 6.50% 6,970 50
Tazewell 44 1,408,525 7.25% 8,916 50
N. Irvine 24 793,461 7.75% 5,311 50
Horton 24 770,437 7.75% 5,160 50
Manchester 42 1,214,043 6.50% 6,991 50
Waynesboro 24 678,000 6.50% 3,899 50
Lakeland II 30 837,542 7.25% 5,290 50
Mt. Vernon 24 746,070 6.50% 4,294 50
Meadow Run 48 1,439,201 6.50% 8,284 50
Spring Creek II 24 673,692 6.50% 3,835 50
Warm Springs 22 677,811 7.25% 4,276 50
Blue Ridge 41 1,100,626 7.25% 2,372 50
Walnut 24 824,787 7.75% 5,528 50
Pioneer 48 1,211,927 8.25% 8,516 50
Dilley 28 725,812 8.25% 5,143 50
Elsa 40 1,040,340 7.75% 6,976 50
Clinch View 42 1,469,249 8.75% 11,046 50
Jamestown 40 1,227,441 7.25% 7,770 50
Leander 36 918,740 7.75% 6,755 50
Louisa Sr. 36 1,201,005 7.25% 7,622 50
Orchard Commons 12 361,974 7.75% 2,676 50
Vardaman 24 735,124 7.25% 4,634 50
Heritage Park 32 1,247,937 7.75% 8,360 50
BrooksHollow 40 1,190,762 6.50% 6,854 50
Cavalry Crossing 40 1,423,298 7.75% 9,545 50
Carson City 24 793,354 7.25% 5,005 50
Matteson 24 767,184 7.25% 4,845 50
Pembroke 16 516,086 7.25% 3,296 50
Robynwood 24 788,073 7.25% 5,078 50
Atoka 24 685,005 7.25% 4,392 50
Coalgate 24 684,140 7.25% 4,384 50
Hill Creek 24 782,074 6.50% 4,491 50
Cardinal 32 156,799 6.50% 948 50
----------
$36,610,170
===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 8
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Purdy 16 464,187 7.75% 5,242 50
Galena 24 612,026 7.25% 6,410 50
Antlers 2 24 646,281 7.25% 4,174 50
Holdenville 24 733,138 6.50% 4,267 50
Wetumka 24 667,574 6.50% 3,911 50
Mariners Cove 32 1,041,948 7.25% 6,572 50
Mariners Cove Sr. 24 806,984 7.25% 5,105 50
Antlers 36 1,097,931 7.25% 6,938 50
Bentonville 24 597,487 7.75% 4,835 45
Deerpoint 24 761,091 7.75% 5,250 50
Aurora 28 731,420 7.25% 7,652 50
Baxter 16 433,216 6.50% 4,086 50
Arbor Gate 24 761,413 6.50% 4,380 50
Timber Ridge 24 739,975 7.25% 4,679 50
Concordia Sr. 24 689,420 6.50% 3,963 50
Mountainburg 24 720,120 6.50% 4,162 50
Lincoln 25 892,256 8.25% 6,330 50
Fox Ridge 24 747,717 7.25% 4,732 50
Meadow View 16 595,029 7.25% 3,757 50
Sheridan 16 614,146 8.25% 3,527 50
Morningside 32 979,130 7.25% 6,177 50
Grand Isle 16 944,757 8.25% 6,703 50
Meadowview 29 784,856 7.25% 5,243 39
Taylor 44 1,256,975 7.50% 7,223 50
Brookwood 44 1,478,467 6.50% 8,499 50
Pleasant Valley 33 1,106,152 7.25% 6,978 50
Reelfoot 20 661,845 7.25% 4,234 50
River Rest 34 1,153,143 7.25% 7,256 50
Kirskville 24 686,711 7.25% 4,320 50
Cimmaron 24 837,636 10.75% 4,905 50
Kenton 46 1,436,657 7.25% 9,045 50
Lovingston 64 2,248,529 7.00% 12,917 50
Pontotoc 36 1,108,184 7.25% 6,927 50
So. Brenchley 30 1,243,956 7.25% 7,728 50
Hustonville 16 528,728 6.50% 3,062 50
Northpoint 24 902,337 7.25% 5,700 50
Brooks Field 32 960,633 7.25% 6,046 50
Brooks Lane 36 1,108,036 7.25% 6,954 50
Brooks Point 41 1,373,716 7.25% 8,613 50
Brooks Run 24 762,462 7.25% 4,786 50
Logan Heights 24 788,022 7.25% 4,960 50
Lakeshore 2 36 1,156,874 7.75% 7,716 50
Cottondale 25 766,373 7.75% 5,115 50
----------
$38,627,538
===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 9
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Jay 24 656,657 7.25% 4,167 50
Boxwood 24 627,669 6.50% 3,666 50
Stilwell 3 16 471,865 7.25% 3,038 50
Arbor Trace 24 746,189 7.25% 4,700 50
Arbor Trace 2 42 1,467,007 7.25% 9,235 50
Omega 36 1,140,437 7.25% 7,193 50
Cornell 2 24 928,874 7.25% 5,862 50
Elm Creek 24 960,784 7.25% 6,060 50
Marionville 20 569,235 6.50% 5,308 50
Lamar 24 721,405 7.25% 4,593 50
Mt. Glen 24 833,817 6.50% 4,797 50
Centreville 24 793,818 7.25% 4,998 50
Skyview 36 1,141,182 7.25% 7,199 50
Sycamore 40 1,423,424 7.25% 8,979 50
Bradford 24 795,943 7.03% 5,008 50
Cedar Lane 24 746,208 6.50% 4,383 50
Stanton 24 808,594 7.25% 5,120 50
Abernathy 24 631,755 6.50% 3,673 50
Pembroke 24 803,253 7.25% 5,070 50
Meadowview 24 652,718 0.50% 3,006 20
Town Branch 24 779,756 7.25% 4,973 50
Fox Run 24 783,256 6.50% 4,510 50
Maple Street 32 1,372,031 7.25% 8,632 50
Manchester 18 594,174 7.25% 3,740 50
---------
$20,450,051
===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 10
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Redstone 24 852,258 6.50% 4,905 50
Albany 24 786,093 6.50% 4,570 50
Oak Terrace 18 547,616 6.50% 3,150 50
Wellshill 32 1,088,320 7.25% 6,843 50
Applegate 36 1,114,105 0.50% 4,937 20
Heatherwood 36 905,764 0.50% 4,301 20
Peachtree 28 1,009,775 7.25% 6,379 50
Donna 50 1,436,942 6.50% 8,252 50
Wellsville 24 1,071,161 6.50% 6,316 50
Tecumseh 24 871,850 7.25% 5,481 50
Clay City 24 817,496 7.25% 5,158 50
Irvine West 24 814,173 7.25% 5,137 50
New Castle 24 811,232 7.25% 5,131 50
Stigler 20 596,948 7.25% 3,764 50
Courtyard 21 649,707 6.50% 3,729 50
---------
$13,373,440
===========



SERIES 11
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Homestead 32 1,322,595 6.50% 7,411 50
Mountain Oak 24 691,982 8.00% 2,745 50
Eloy 24 649,386 6.00% 3,460 50
Gila Bend 36 975,395 8.00% 6,428 50
Creekstone 40 1,023,955 11.00% 5,235 30
Tifton 36 953,518 0.00% 2,077 42
Cass Towne 10 144,417 3.00% 1,417 10
Warsaw 56 2,681,103 6.50% 15,387 50
Royston 25 748,370 6.75% 4,414 50
Red Bud 8 240,157 7.25% 1,458 50
Cardinal 32 102,295 6.50% 1,348 50
Parsons 38 1,097,732 8.00% 6,243 50
---------
$10,630,905
===========

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 III LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit Funds,Inc.
Raymond James Tax Credit Funds, Inc.





Date: July 14, 2000 By:/s/ Ronald M. Diner
Ronald M. Diner
President



Date: July 14, 2000 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 III LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit Funds,Inc.
Managing General Partner




Date: July 14, 2000 By:/s/ Ronald M. Diner
Ronald M. Diner
President



Date: July 14, 2000 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer