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GTW3
FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

For the fiscal year ended March 31, 1999

Commission File Number 0-21762


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, 1999
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, 1999, 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, 1999, 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, 1999 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 13.3% of the Series'
total balance sheet assets, Series 8 is 5.7%, Series 9 is 13.9%, Series 10
is 19.4% and Series 11 is 21.1%. The following table provides certain
summary information regarding the Project Partnerships in which Gateway had
an interest as of December 31, 1998:

Item 2 - Properties (continued):


SERIES 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 7/92 933,842 100%
Sunrise Mission, SD 44 7/92 2,518,743 95%
Mountain City Mountain City, TN 40 8/92 1,592,208 100%
Burbank Falls City, NE 24 8/92 982,929 88%
Washington Bloomfield, NE 24 9/92 965,249 88%
BrookStone McCaysville, GA 40 9/92 1,457,493 100%
Tazewell New Tazewell, TN 44 9/92 1,694,460 100%
N. Irvine Irvine, KY 24 9/92 1,019,229 96%
Horton Horton, KS 24 9/92 932,540 79%
Manchester Manchester, GA 42 9/92 1,475,429 98%
Waynesboro Waynesboro, GA 24 9/92 817,498 100%
Lakeland II Lakeland, GA 30 9/92 1,009,647 93%
Mt. Vernon Mt. Vernon, GA 24 9/92 900,526 100%
Meadow Run Dawson, GA 48 9/92 1,744,840 98%
Spring Creek II Quitman, GA 24 9/92 808,475 100%
Warm Springs Warm Springs, GA 22 9/92 823,252 100%
Blue Ridge Blue Ridge, GA 41 9/92 1,334,613 98%
Walnut Elk Point, SD 24 9/92 1,000,898 71%
Pioneer Mountain View, AR 48 9/92 1,333,338 100%
Dilley Dilley, TX 28 9/92 889,050 100%
Elsa Elsa, TX 40 9/92 1,340,481 95%
Clinch View Gate City, VA 42 9/92 1,774,521 95%
Jamestown Jamestown, TN 40 9/92 1,497,964 98%
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 9/92 479,661 100%
Vardaman Vardaman, MS 24 9/92 905,694 100%
Heritage Park Paze, AZ 32 9/92 1,548,341 97%
BrooksHollow Jasper, GA 40 9/92 1,438,920 100%
Cavalry Crossing Ft. Scott, KS 40 9/92 1,767,986 100%
Carson City Carson City, KS 24 11/92 957,011 100%
Matteson Capa, KS 24 11/92 937,622 83%
Pembroke Pembroke, KY 16 12/92 623,304 94%
Robynwood Cynthiana, KY 24 12/92 1,011,684 96%
Atoka Atoka, OK 24 1/93 835,334 100%
Coalgate Coalgate, OK 24 1/93 828,505 92%
Hill Creek West Blocton, AL 24 11/93 956,252 96%
Cardinal Mountain Home, AR 32 11/93 781,435 91%
---- ----------
1,195 45,255,034
==== ==========

An average effective rental per unit is $3,291 per year ($274 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 12/92 567,208 88%
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 1,270,387 100%
Mariners Cove Sr. Marine City, MI 24 1/93 986,612 100%
Antlers Antlers, OK 36 3/93 1,321,039 97%
Bentonville Bentonville, AR 24 3/93 758,489 92%
Deerpoint Elgin, AL 24 3/93 932,474 75%
Aurora Aurora, MO 28 3/93 883,448 96%
Baxter Baxter Springs, KS 16 4/93 533,085 94%
Arbor Gate Bridgeport, AL 24 5/93 918,303 83%
Timber Ridge Collinsville, AL 24 5/93 895,627 67%
Concordia Sr. Concordia, KS 24 5/93 826,389 92%
Mountainburg Mountainburg, AR 24 6/93 883,990 88%
Lincoln Pierre, SD 25 5/93 1,087,756 100%
Fox Ridge Russellville, AL 24 6/93 902,785 92%
Meadow View Bridgeport, NE 16 6/93 717,544 94%
Sheridan Auburn, NE 16 6/93 746,553 94%
Morningside Kenton, OH 32 6/93 1,186,041 97%
Grand Isle Grand Isle, ME 16 6/93 1,200,210 56%
Meadowview Van Buren, AR 29 8/93 994,717 100%
Taylor Taylor, TX 44 9/93 1,530,768 100%
Brookwood Gainesboro, TN 44 9/93 1,810,597 100%
Pleasant Valley Lynchburg, TN 33 9/93 1,346,228 100%
Reelfoot Ridgely, TN 20 9/93 814,568 100%
River Rest Newport, TN 34 9/93 1,403,425 97%
Kirskville Kirksville, MO 24 9/93 831,492 100%
Cimmaron Arco, ID 24 9/93 1,093,428 92%
Kenton Kenton, OH 46 9/93 1,768,061 96%
Lovingston Lovingston, VA 64 9/93 2,726,198 97%
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 81%
Northpoint Jackson, KY 24 10/93 1,085,065 100%
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 1,657,691 100%
Brooks Run Jasper, GA 24 10/93 923,814 75%
Logan Heights Russellville, KY 24 11/93 951,730 71%
Lakeshore 2 Tuskegee, AL 36 12/93 1,415,885 89%
Cottondale Cottondale, FL 25 1/94 948,318 100%
----- -----------
1,207 47,254,226
===== ===========

An average effective rental per unit is $3,172 per year ($264 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 96%
Boxwood Lexington, TX 24 9/93 770,939 100%
Stilwell 3 Stilwell, OK 16 9/93 587,132 94%
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 1,407,304 100%
Cornell 2 Watertown, SD 24 11/93 1,151,558 100%
Elm Creek Pierre, SD 24 11/93 1,176,660 88%
Marionville Marionville, MO 20 11/93 696,720 100%
Lamar Lamar, AR 24 12/93 904,325 100%
Mt. Glen Heppner, OR 24 12/93 1,058,211 92%
Centreville Centreville, AL 24 12/93 973,835 92%
Skyview Troy, AL 36 12/93 1,395,127 89%
Sycamore Coffeyville, KS 40 12/93 1,777,697 100%
Bradford Cumberland, KY 24 12/93 1,055,632 100%
Cedar Lane London, KY 24 12/93 995,281 96%
Stanton Stanton, KY 24 12/93 1,001,158 100%
Abernathy Abernathy, TX 24 1/94 781,898 96%
Pembroke Pembroke, KY 24 1/94 998,687 100%
Meadowview Greenville, AL 24 2/94 1,134,218 92%
Town Branch Mt. Vernon, KY 24 12/93 984,410 100%
Fox Run Ragland, AL 24 3/94 968,994 71%
Maple Street Emporium, PA 32 3/94 1,701,192 88%
Manchester Manchester, GA 18 5/94 737,525 100%
----- ----------
624 25,793,892
===== ==========


An average effective rental per unit is $3,269 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 1,119,414 96%
Albany Albany, KY 24 1/94 1,029,662 96%
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 94%
Heatherwood Alexander, AL 36 2/94 1,609,061 97%
Peachtree Gaffney, SC 28 3/94 1,046,466 93%
Donna Donna, TX 50 1/94 1,780,076 100%
Wellsville Wellsville, NY 24 2/94 1,333,541 100%
Tecumseh Tecumseh, NE 24 4/94 1,060,976 92%
Clay City Clay City, KY 24 5/94 1,023,549 96%
Irvine West Irvine, KY 24 5/94 1,088,804 100%
New Castle New Castle, KY 24 5/94 1,021,516 96%
Stigler Stigler, OK 20 7/94 754,056 100%
Courtyard Huron, SD 21 8/94 765,467 100%
---- ----------
409 17,478,671
==== ==========



An average effective rental per unit is $3,360 per year ($280 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 1,754,502 100%
Mountain Oak Collinsville, AL 24 9/94 879,424 88%
Eloy Eloy, AZ 24 11/94 924,865 96%
Gila Bend Gila Bend, AZ 36 11/94 1,274,647 95%
Creekstone Dallas, GA 40 12/94 2,008,604 98%
Tifton Tifton, GA 36 12/94 1,679,707 94%
Cass Towne Cartersville, GA 10 12/94 324,320 80%
Warsaw Warsaw, VA 56 12/94 3,352,879 100%
Royston Royston, GA 25 12/94 935,329 100%
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 1,328,561 97%
---- -----------
361 15,273,764
==== ===========




An average effective rental per unit is $3,861 per year ($322 per month).


Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1998, 1997 and 1996
is as follows:
12/31/98
SERIES 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
=========== =========== ============

12/31/96

SERIES 7 SERIES 8 SERIES 9
Land $ 1,615,119 $ 1,978,810 $ 1,099,659
Land Improvements 87,542 411,365 174,250
Buildings 45,053,147 43,294,684 23,548,626
Furniture and Fixtures 1,412,182 1,469,856 898,992
----------- ----------- -----------
Properties, at Cost $45,167,990 $47,154,715 $25,721,527
Less: Accum.Depreciation 5,712,059 4,790,218 2,212,706
----------- ----------- -----------
Properties, Net $39,455,931 $42,364,497 $23,508,821
=========== =========== ===========

SERIES 10 SERIES 11 TOTAL
Land $ 648,625 $ 599,470 $ 5,941,683
Land Improvements 57,572 0 730,729
Buildings 16,312,322 14,291,880 139,500,659
Furniture and Fixtures 412,688 327,601 4,521,319
----------- ----------- ------------
Properties, at Cost $17,431,207 $15,218,951 $150,694,390
Less: Accum.Depreciation 1,230,341 738,925 14,684,249
----------- ----------- ------------
Properties, Net $16,200,866 $14,480,026 $136,010,141
=========== =========== ============

Item 3. Legal Proceedings

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

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

As of March 31, 1999, no matters were submitted to a vote of security
holders, through the solicitation of proxies or otherwise.

PART II

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

(a) Gateway's Limited Partnership interests 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, 1999
Limited Partner Interest 2,266
General Partner Interest 2

Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,
SERIES 7 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 43,550 $ 44,592 $ 43,466 $ 54,373 $ 64,102

Net Loss (812,428) (1,010,863) (1,026,918) (1,014,650) (1,187,932)
Equity in
Losses of
Project
Partnerships (718,721) (909,991) (936,184) (936,257) (1,118,343)
Total Assets 3,481,841 4,255,853 5,218,302 6,203,282 7,167,131
Investments
In Project
Partnerships 2,749,505 3,517,852 4,483,546 5,464,982 6,022,991
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 161.40 161.50 160.60 153.40 140.20
Portfolio
Income 11.20 10.30 9.80 9.60 8.90
Passive Loss (112.50) (117.30) (113.20) (121.90) (131.60)

Net Loss (77.37) (96.27) (97.81) (96.63) (113.14)


FOR THE YEARS ENDED MARCH 31,
SERIES 8 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 45,764 $ 46,987 $ 48,637 $ 46,431 $ 67,069

Net Loss (1,055,240) (1,060,938) (1,089,189) (1,201,546) (1,076,492)
Equity in
Losses of
Project
Partnerships (960,106) (963,455) (999,833) (1,110,855) (996,606)
Total Assets 3,435,008 4,446,829 5,451,625 6,480,200 7,853,765
Investments
In Project
Partnerships 2,612,574 3,608,229 4,614,122 5,658,160 6,909,627
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 160.80 160.80 159.20 143.80 104.62
Portfolio
Income 10.60 10.60 8.90 8.00 9.50
Passive Loss (137.00) (130.60) (138.30) (131.60) (125.50)

Net Loss (104.99) (105.56) (108.37) (119.55) (107.11)



FOR THE YEARS ENDED MARCH 31,
SERIES 9 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 24,872 $ 25,209 $ 25,848 $ 29,092 $ 56,756

Net Loss (570,231) (512,506) (557,202) (504,713) (290,577)
Equity in
Losses of
Project
Partnerships (517,316) (459,629) (506,807) (458,221) (271,414)
Total Assets 3,289,179 3,830,465 4,307,579 4,824,662 5,615,793
Investments
In Project
Partnerships 2,818,653 3,363,377 3,848,367 4,397,301 4,901,634
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 153.40 153.40 153.30 143.10 50.40
Portfolio
Income 10.10 9.10 8.10 8.50 12.30
Passive Loss (106.70) (100.80) (108.70) (102.70) (61.20)

Net Loss (90.27) (81.13) (88.20) (79.90) (46.00)




FOR THE YEARS ENDED MARCH 31,
SERIES 10 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 24.421 $ 24,885 $ 24,953 $ 27,591 $ 62,023

Net Loss (264,781) (224,779) (214,923) (189,034) (110,564)
Equity in
Losses of
Project
Partnerships (237,276) (195,183) (190,191) (167,857) (121,762)
Total Assets 3,523,986 3,784,494 4,006,856 4,203,400 4,537,644
Investments
In Project
Partnerships 3,086,492 3,352,669 3,571,518 3,788,041 3,966,411
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 149.60 149.60 149.60 139.10 47.40
Portfolio
Income 11.10 9.70 8.88 8.80 18.70
Passive Loss (89.60) (82.30) (79.00) (79.80) (39.30)

Net Loss (51.98) (44.13) (42.19) (37.11) (21.71)



FOR THE YEARS ENDED MARCH 31,
SERIES 11 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total
Revenues $ 27,001 $ 26,502 $ 30,465 $ 69,130 $ 158,326

Net Loss (152,545) (183,183) (196,029) (108,465) 136,410
Equity in
Losses of
Project
Partnerships (128,802) (163,364) (182,485) (134,308) (9,886)
Total Assets 4,163,711 4,314,491 4,487,039 4,962,767 5,619,288
Investments
In Project
Partnerships 3,701,295 3,861,731 4,070,301 4,340,316 3,771,207
Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits 145.70 146.20 57.50 32.70 .00
Portfolio
Income 10.80 9.50 11.00 20.70 24.40
Passive Loss (51.20) (58.40) (57.50) (37.60) (2.40)

Net Loss (29.46) (35.57) (37.85) (20.94) 26.34


(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, 1999, March 31, 1998 and March 31, 1997. General and Administrative
expenses - General Partner and General and Administrative expenses - Other
for the year ended March 31, 1999 are comparable to March 31, 1998 and
March 31, 1997.

The capital resources of each Series are used to pay General and
Administrative operating costs including personnel, supplies, data
processing, travel and legal and accounting associated with the
administration and monitoring of Gateway and the Project Partnerships. The
capital resources are also used to pay the Asset Management Fee due the
Managing General Partner, but only to the extent that Gateway's remaining
resources are sufficient to fund Gateway's ongoing needs. (Payment of any
Asset Management Fee unpaid at the time Gateway sells its interests in the
Project Partnerships is subordinated to the 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,
1999, 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, 1998.

The Equity in Losses of Project Partnerships decreased from $909,991 for
the year ended March 31, 1998 to $718,721 for the year ended March 31, 1999
as a result of not including losses of $171,315, 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, 1998 of
$909,991 were comparable to the Equity in losses of Project Partnerships of
$936,184 for the year ended March 31, 1997 In general, it is common in the
real estate industry to experience losses for financial and tax reporting
purposes because of the non-cash expenses of depreciation and amortization.
(These Project Partnerships reported depreciation and amortization of
$1,625,748, $1,573,077 and $1,525,659 for the periods ended December 31,
1996, 1997 and 1998, 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, 1999, the Series had $299,313 of short-term investments
(Cash and Cash Equivalents). It also had $433,023 in Zero Coupon
Treasuries with annual maturities providing $53,000 in fiscal year 1999
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 $812,428 for the year ending March 31, 1999. However, after adjusting
for Equity in Losses of Project Partnerships of $718,721 and the changes in
operating assets and liabilities, net cash used in operating activities was
$51,662 of which $46,140 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $64,869 consisting of $30,427 in
cash distributions from the Project Partnerships and $34,442 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. The local general
partner has funded the deficit by lending $5,000 in 1997 and $2,570 in 1998
and has deferred management fees of $10,000 in 1998. In 1998 Management
withdrew $14,000 from the property's replacement reserve account to perform
major repairs and to pay real estate taxes. Occupancy was 88% at March
31, 1999. 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 local general
partner has deferred management fees of $9,000 in 1998 to assist in funding
the operating deficit. Occupancy was 84% at June 30, 1998. The project
received approval for a $15 per unit rent increase as of January 1999.
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, 1999, 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 94% at December 31, 1998.

Equity in losses of Project Partnerships for the year ended March 31,
1999 of $960,106 was comparable to the years ended March 31, 1998 and 1997.
(These Project Partnerships reported depreciation and amortization of
$1,652,936, $1,627,815 and $1,609,164 for the periods ended December 31,
1996, 1997 and 1998, respectively.) Overall management believes the
Project Partnerships are operating as expected and are generating tax
credits which meet projections.

At March 31, 1999, the Series had $411,602 of short-term investments
(Cash and Cash Equivalents). It also had $410,832 in Zero Coupon
Treasuries with annual maturities providing $48,000 in fiscal year 1999
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 $1,055,240 for the year ending March 31, 1999. However, after adjusting
for Equity in Losses of Project Partnerships of $960,106 and the changes
in operating assets and liabilities, net cash used in operating activities
was $50,903 of which $44,667 was the Asset Management Fee actually paid.
Cash provided by investing activities totaled $51,778 consisting of $19,483
received in cash distributions from the Project Partnerships and $32,295
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 due to low occupancy. The local general
partner has funded the deficit by lending $12,300 in 1998. We are in
discussion with the local general partner regarding working toward a
permanent solution. 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,
1999, 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 95% at December 31, 1998.

Equity in losses of Project Partnerships of $517,316 for the year ended
March 31, 1999 were comparable to $459,629 for the year ended March 31,
1998 and to $506,807 for the year ended March 31, 1997. (These Project
Partnerships reported depreciation and amortization of $913,666, $901,709,
and $887,635 for the years ended December 31, 1996, 1997 and 1998,
respectively.) Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which meet
projections.

At March 31, 1999, the Series had $195,618 of short-term investments
(Cash and Cash Equivalents). It also had $274,908 in Zero Coupon
Treasuries with annual maturities providing $31,000 in fiscal year 1999
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 net loss of
$570,231 for the period ending March 31, 1999. After adjusting for Equity
in Losses of Project Partnerships of $517,316 and the changes in operating
assets and liabilities, net cash used in operating activities was $25,522
of which $19,164 was the Asset Management Fee actually paid. Cash provided
by investing activities totaled $41,036 consisting of $18,805 received in
cash distributions from the Project Partnerships and $22,231 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 10 - Gateway closed this Series on January 21, 1994 after
receiving $5,043,000 from 325 Limited Partner investors. As of March 31,
1999, 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 97% at December 31, 1998.

Equity in losses of Project Partnerships of $237,276 for the year
ended March 31, 1999 were comparable to $195,183 for the year ended March
31, 1998 and to $190,191 for the year ended March 31, 1997. (These Project
Partnerships reported depreciation and amortization of $516,816, $511,020
and $511,296 for the years ended December 31, 1996, 1997, and 1998
respectively.) Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which meet
projections.

At March 31, 1999, the Series had $216,566 of short-term investments
(Cash and Cash Equivalents). It also had $220,928 in Zero Coupon
Treasuries with annual maturities providing $24,000 in fiscal year 1999
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
$264,781 for the year ending March 31, 1999. After adjusting for Equity in
Losses of Project Partnerships of $237,276 and the changes in operating
assets and liabilities, net cash used in operating activities was $27,784
of which $27,978 was the Asset Management Fee actually paid. Cash provided
by investing activities totaled $41,915 consisting of $23,972 received in
cash distributions from the Project Partnerships, $17,943 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, 1999 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 96% at December 31, 1998.

Equity in losses of Project Partnerships decreased from $182,485 for the
year ended March 31, 1997 to $163,364 for the year ended March 31, 1998 to
$128,802 for the year ended March 31, 1999 as certain of the properties
have begun to generate net income. (These Project Partnerships reported
depreciation and amortization of $537,223, $506,631 and $510,062 for the
periods ended December 31, 1996, 1997 and 1998.) Overall management
believes the Project Partnerships are operating as expected and are
generating tax credits which meet projections.

At March 31, 1999, the Series had $223,024 of short-term investments
(Cash and Cash Equivalents). It also had $239,392 in Zero Coupon
Treasuries with annual maturities providing $24,000 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 operations interest income decreased
from $30,465 for the year ended March 31, 1997 to $26,502 for the year
ended March 31, 1998 due to the lowering of the average cash balance
available for investment. Interest income of $27,001 for the year ended
March 31, 1999 was comparable to the year ended March 31, 1998.

As disclosed on the statement of cash flows, the Series had net loss of
$152,545 for the year ending March 31, 1999. After adjusting for Equity in
Losses of Project Partnerships of $128,802 and the changes in operating
assets and liabilities, net cash used in operating activities was $16,475
of which $24,581 was the Asset Management Fee actually paid. Cash provided
by investing activities totaled $36,547 consisting of $16,873 from matured
Zero Coupon Treasures and $19,674 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, 1999 and 1998 and the related
statements of operations, partners' equity, 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, 1999 and 1998 and the equity in their losses
total for each of the periods indicated:
Assets Partnership Loss
March 31, Year Ended March 31,
--------- ---------------------
1999 1998 1999 1998 1997
---- ---- ---- ---- ----

Series 7 $1,861,653 $2,354,160 $386,712 $536,596 $583,264
Series 8 1,714,808 2,265,382 363,389 516,746 515,494
Series 9 1,369,649 1,675,647 137,114 128,053 121,527
Series 10 2,029,179 2,113,609 62,725 65,059 16,712
Series 11 3,123,469 3,282,263 130,338 148,066 166,817


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,
1999 and 1998, 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.


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

Clearwater, Florida
July 6, 1999

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

SERIES 7 1999 1998
---- ----

ASSETS
Current Assets:
Cash and Cash Equivalents $ 299,313 $ 286,106
Investments in Securities 50,412 47,675
----------- -----------
Total Current Assets 349,725 333,781

Investments in Securities 382,611 404,220
Investments in Project Partnerships, Net 2,749,505 3,517,852
----------- -----------
Total Assets 3,481,841 $4,255,853
========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 52,109 55,760
----------- -----------
Total Current Liabilities 52,109 55,760

Long-Term Liabilities:
Payable to General Partners 268,953 226,886
----------- -----------
Partners' Equity:
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, 1999 and 1998) 3,220,449 4,024,753
General Partners (59,670) (51,546)
----------- -----------
Total Partners' Equity 3,160,779 3,973,207
----------- -----------
Total Liabilities and Partners' Equity 3,481,841 $4,255,853
=========== ===========



See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998

SERIES 8 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 411,602 $ 410,727
Investments in Securities 45,734 42,967
---------- -----------
Total Current Assets 457,336 453,694

Investments in Securities 365,098 384,906
Investments in Project Partnerships, Net 2,612,574 3,608,229
---------- -----------
Total Assets 3,435,008 $4,446,829
========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 42,668 46,515
---------- ----------
Total Current Liabilities 42,668 46,515

Long-Term Liabilities:
Payable to General Partners 316,373 269,107

Partners' Equity:
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, 1999 and 1998) 3,132,833 4,177,520
General Partners (56,866) (46,313)
----------- -----------
Total Partners' Equity 3,075,967 4,131,207
----------- -----------
Total Liabilities and Partners' Equity 3,435,008 $4,446,829
=========== ===========


See accompanying notes to financial statements.



GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998

SERIES 9 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 195,618 $ 180,104
Investments in Securities 29,663 27,803
----------- -----------
Total Current Assets 225,281 207,907

Investments in Securities 245,245 259,181
Investments in Project Partnerships, Net 2,818,653 3,363,377
----------- -----------
Total Assets 3,289,179 $3,830,465
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 24,561 26,911
----------- -----------
Total Current Liabilities 24,561 26,911

Long-Term Liabilities:
Payable to General Partners 183,028 151,733

Partners' Equity:
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, 1999 and 1998) 3,105,611 3,670,140
General Partners (24,021) (18,319)
----------- -----------
Total Partners' Equity 3,081,590 3,651,821
----------- -----------
Total Liabilities and Partners' Equity 3,289,179 $ 3,830,465
=========== ============

See accompanying notes to financial statements.


GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998

SERIES 10 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 216,566 $ 202,435
Investments in Securities 22,855 22,865
----------- -----------
Total Current Assets 239,421 225,300

Investments in Securities 198,073 206,525
Investments in Project Partnerships, Net 3,086,492 3,352,669
----------- -----------
Total Assets 3,523,986 $3,784,494
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 28,101 30,279
----------- -----------
Total Current Liabilities 28,101 30,279

Long-Term Liabilities:
Payable to General Partners 51,557 45,106

Partners' Equity:
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, 1999 and 1998) 3,454,065 3,716,198
General Partners (9,737) (7,089)
----------- -----------
Total Partners' Equity 3,444,328 3,709,109
----------- -----------
Total Liabilities and Partners' Equity 3,523,986 $3,784,494
=========== ===========


See accompanying notes to financial statements.



GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998

SERIES 11 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 223,024 $ 208,198
Investments in Securities 22,713 21,794
----------- -----------
Total Current Assets 245,737 229,992

Investments in Securities 216,679 222,768
Investments in Project Partnerships, Net 3,701,295 3,861,731
------------ -----------
Total Assets 4,163,711 $4,314,491
============ ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 27,805 29,179
------------ ----------
Total Current Liabilities 27,805 29,179

Long-Term Liabilities:
Payable to General Partners 20,638 17,499

Partners' Equity:
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, 1999 and 1998 4,120,106 4,271,126
General Partners (4,838) (3,313)
------------ -----------
Total Partners' Equity 4,115,268 4,267,813
------------ -----------
Total Liabilities and Partners' Equity 4,163,711 $4,314,491
============ ===========


See accompanying notes to financial statements.



GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1999 AND 1998

TOTAL SERIES 7 -11 1999 1998
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,346,123 $ 1,287,570
Investments in Securities 171,377 163,104
------------ ------------
Total Current Assets 1,517,500 1,450,674

Investments in Securities 1,407,706 1,477,600
Investments in Project Partnerships, Net 14,968,519 17,703,858
------------ ------------
Total Assets 17,893,725 $20,632,132
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 175,244 188,644
------------ ------------
Total Current Liabilities 175,244 188,644

Long-Term Liabilities:
Payable to General Partners 840,549 710,331

Partners' Equity:
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, 1999 and 1998) 17,033,063 19,859,737
General Partners (155,131) (126,580)
------------ ------------
Total Partners' Equity 16,877,932 19,733,157
------------ ------------
Total Liabilities and Partners' Equity 17,893,725 $20,632,132
============ ============


See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
SERIES 7 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 43,550 $ 44,592 $ 43,466

Expenses:
Asset Management Fee-General
Partner 88,207 88,433 80,591
General and Administrative:
General Partner 13,177 14,380 12,039
Other 16,673 21,005 19,895
Amortization 19,200 21,646 21,675
----------- ------------ ------------
Total Expenses 137,257 145,464 134,200

Loss Before Equity in Losses
of Project Partnerships (93,707) (100,872) (90,734)
Equity in Losses of Project
Partnerships (718,721) (909,991) (936,184)
------------ ------------ ------------
Net Loss (812,428) $(1,010,863) $(1,026,918)
============ ============ ============
Allocation of Net Loss:
Assignees (804,304) (1,000,754) (1,016,649)
General Partners (8,124) (10,109) (10,269)
------------ ------------ ------------
(812,428) $(1,010,863) $(1,026,918)
============ ============ ============
Net Loss Per Beneficial
Assignee Certificate $ (77.37) $ (96.27) $ (97.80)
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 YEAR ENDED MARCH 31,
SERIES 8 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 45,764 $ 46,987 $ 48,637

Expenses:
Asset Management Fee-General
Partner 91,933 92,191 88,857
General and Administrative:
General Partner 14,528 15,855 13,275
Other 18,371 21,722 21,160
Amortization 16,066 14,702 14,701
----------- ------------ ------------
Total Expenses 140,898 144,470 137,993

Loss Before Equity in Losses
of Project Partnerships (95,134) (97,483) (89,356)
Equity in Losses of Project
Partnerships (960,106) (963,455) (999,833)
----------- ------------ ------------
Net Loss (1,055,240) $(1,060,938) (1,089,189)
=========== ============ ============
Allocation of Net Loss:
Assignees (1,044,688) (1,050,329) (1,078,297)
General Partners (10,552) (10,609) (10,892)
----------- ------------ ------------
(1,055,240) $(1,060,938) $(1,089,189)
=========== ============ ============
Net Loss Per Beneficial
Assignee Certificate $ (104.99) $ (105.56) $ (108.37)
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 YEAR ENDED MARCH 31,

SERIES 9 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 24,872 $ 25,209 $ 25,848

Expenses:
Asset Management Fee-General
Partner 50,458 50,592 49,594
General and Administrative:
General Partner 8,109 8,849 7,410
Other 10,618 12,575 12,122
Amortization 8,602 6,070 7,117
---------- ------------ ------------
Total Expenses 77,787 78,086 76,243

Loss Before Equity in Losses
of Project Partnerships (52,915) (52,877) (50,395)
Equity in Losses of Project
Partnerships (517,316) (459,629) (506,807)
---------- ----------- -----------
Net Loss $(570,231) $ (512,506) $ (557,202)
========== =========== ===========
Allocation of Net Loss:
Assignees (564,529) (507,381) (551,630)
General Partners (5,702) (5,125) (5,572)
---------- ----------- -----------
$(570,231) $ (512,506) $ (557,202)
========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (90.27) $ (81.13) $ (88.20)
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 YEAR ENDED MARCH 31,

SERIES 10 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 24,421 $ 24,885 $ 24,953

Expenses:
Asset Management Fee-General
Partner 34,427 34,101 30,997
General and Administrative:
General Partner 5,068 5,531 4,630
Other 7,500 9,031 8,221
Amortization 4,931 5,818 5,837
---------- ----------- ------------
Total Expenses 51,926 54,481 49,685

Loss Before Equity in Losses
of Project Partnerships (27,505) (29,596) (24,732)
Equity in Losses of Project
Partnerships (237,276) (195,183) (190,191)
---------- ----------- -----------
Net Loss $(264,781) $ (224,779) $ (214,923)
========== =========== ===========
Allocation of Net Loss:
Assignees (262,133) (222,531) (212,774)
General Partners (2,648) (2,248) (2,149)
---------- ----------- -----------
$(264,781) $ (224,779) $ (214,923)
========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (51.98) $ (44.13) $ (42.19)
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 YEAR ENDED MARCH 31,

SERIES 11 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 27,001 $ 26,502 $ 30,465

Expenses:
Asset Management Fee-General
Partner 27,721 27,281 24,797
General and Administrative:
General Partner 4,054 4,424 3,702
Other 7,007 8,124 8,322
Amortization 11,962 6,492 7,188
----------- ------------ ------------
Total Expenses 50,744 46,321 44,009

Loss Before Equity in Losses
of Project Partnerships (23,743) (19,819) (13,544)
Equity in Losses of Project
Partnerships (128,802) (163,364) (182,485)
---------- ----------- -----------
Net Loss $(152,545) $ (183,183) $ (196,029)
========== =========== ===========
Allocation of Net Loss:
Assignees (151,020) (181,351) (194,069)
General Partners (1,525) (1,832) (1,960)
---------- ----------- -----------
$(152,545) $ (183,183) $ (196,029)
========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (29.46) $ (35.37) $ (37.85)
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 YEAR ENDED MARCH 31,

TOTAL SERIES 7 - 11 1999 1998 1997
---- ---- ----
Revenues:
Interest Income $ 165,608 $ 168,175 $ 173,369

Expenses:
Asset Management Fee-General
Partner 292,746 292,598 274,836
General and Administrative:
General Partner 44,936 49,039 41,056
Other 60,169 72,457 69,720
Amortization 60,761 54,728 56,518
------------ ----------- -----------
Total Expenses 458,612 468,822 442,130

Loss Before Equity in Losses
of Project Partnerships (293,004) (300,647) (268,761)
Equity in Losses of Project
Partnerships (2,562,221) (2,691,622) (2,815,500)
------------- ------------ ------------
Net Loss $ (2,855,225) $(2,992,269) $(3,084,261)
============= ============ ============
Allocation of Net Loss:
Assignees (2,826,674) (2,962,346) (3,053,419)
General Partners (28,551) (29,923) (30,842)
------------- ------------ ------------
$ (2,855,225) $(2,992,269) $(3,084,261)
============= ============ ============






See accompanying notes to financial statements.



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

STATEMENTS OF PARTNERS' EQUITY

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



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


Balance at March 31, 1996 $ 6,042,156 $ (31,168) $ 6,010,988

Net Loss (1,016,649) (10,269) (1,026,918)
------------ ------------ ------------

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


See accompanying notes to financial statements.






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

STATEMENTS OF PARTNERS' EQUITY

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



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


Balance at March 31, 1996 $ 6,306,146 $ (24,812) $ 6,281,334

Net Loss (1,078,297) (10,892) (1,089,189)
------------ ------------ ------------

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 $ 3,132,833 $ (56,866) $ 3,075,967
============ ============ ===========


See accompanying notes to financial statements.






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

STATEMENTS OF PARTNERS' EQUITY

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



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


Balance at March 31, 1996 $ 4,729,151 $ (7,622) $ 4,721,529

Net Loss (551,630) (5,572) (557,202)
------------ ------------ ------------

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


See accompanying notes to financial statements.






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

STATEMENTS OF PARTNERS' EQUITY

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



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


Balance at March 31, 1996 $ 4,151,503 $ (2,692) $ 4,148,811

Net Loss (212,774) (2,149) (214,923)
------------ ------------ ------------

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


See accompanying notes to financial statements.






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

STATEMENTS OF PARTNERS' EQUITY

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



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


Balance at March 31, 1996 $ 4,646,546 $ 479 $ 4,647,025

Net Loss (194,069) (1,960) (196,029)
------------ ------------ ------------

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



See accompanying notes to financial statements.





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

STATEMENTS OF PARTNERS' EQUITY

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



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


Balance at March 31, 1996 $ 25,875,502 $ (65,815) $ 25,809,687

Net Loss (3,053,419) (30,842) (3,084,261)
------------ ------------ ------------

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


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, 1999, 1998 AND 1997:
SERIES 7 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (812,428) $(1,010,863) $(1,026,918)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 19,200 21,646 21,675
Accreted Interest Income on
Investments in Securities (31,130) (32,118) (32,259)
Equity in Losses of Project
Partnerships 718,721 909,991 936,184
Interest Income from
Redemption of Securities 15,558 11,911 8,658
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 38,417 48,413 41,939
---------- ----------- -----------
Net Cash Used in Operating
Activities (51,662) (51,020) (50,721)
---------- ----------- -----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 (3,332)
(Increase) Decrease in
Receivable from Project
Partnerships 0 0 0
Acquisition Fees and Expenses 0 0 (272)
Distributions Received from
Project Partnerships 30,427 34,057 27,181
Redemption of Investment in
Securities 34,442 35,089 35,342
Increase (Decrease) in Payable
to Project Partnerships -
Capital Contributions 0 0 0
----------- ----------- -----------
Net Cash Provided by
Investing Activities 64,869 69,146 58,919
----------- ----------- -----------

Increase in Cash and
Cash Equivalents 13,207 18,126 8,198
Cash and Cash Equivalents at
Beginning of Year 286,106 267,980 259,782
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 299,313 $ 286,106 $ 267,980
=========== =========== ===========

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, 1999, 1998 AND 1997:
SERIES 8 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(1,055,240) $(1,060,938) $(1,089,189)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 16,066 14,702 14,701
Accreted Interest Income on
Investments in Securities (27,959) (28,861) (29,020)
Equity in Losses of Project
Partnerships 960,106 963,455 999,833
Interest Income from
Redemption of Securities 12,705 9,582 6,822
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 43,419 56,142 60,615
---------- ----------- -----------
Net Cash Used in Operating
Activities (50,903) (45,918) (36,238)
---------- ----------- -----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 453
(Increase) Decrease in
Receivable from Project
Partnerships 0 453 75,574
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 19,483 27,736 29,050
Redemption of Investment in
Securities 32,295 32,418 32,178
Increase (Decrease) in Payable
to Project Partnerships -
Capital Contributions 0 0 0
----------- ----------- -----------
Net Cash Provided by
Investing Activities 51,778 60,607 137,255
----------- ----------- -----------

Increase in Cash and
Cash Equivalents 875 14,689 101,017
Cash and Cash Equivalents at
Beginning of Year 410,727 396,038 295,021
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 411,602 $ 410,727 $ 396,038
=========== =========== ===========


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, 1999, 1998 AND 1997:
SERIES 9 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (570,231) $ (512,506) $ (557,202)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 8,602 6,070 7,117
Accreted Interest Income on
Investments in Securities (16,924) (17,585) (17,836)
Equity in Losses of Project
Partnerships 517,316 459,629 506,807
Interest Income from
Redemption of Securities 6,769 5,203 3,669
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 28,946 35,392 40,120
----------- ----------- -----------
Net Cash Used in Operating
Activities (25,522) (23,797) (17,325)
----------- ----------- -----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 18,076
(Increase) Decrease in
Receivable from Project
Partnerships 0 0 8,545
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 18,805 19,291 16,934
Redemption of Investment in
Securities 22,231 22,797 23,331
Increase (Decrease) in Payable
to Project Partnerships -
Capital Contributions 0 0 0
----------- ----------- -----------
Net Cash Provided by
Investing Activities 41,036 42,088 66,886
---------- ----------- -----------

Increase in Cash and
Cash Equivalents 15,514 18,291 49,561
Cash and Cash Equivalents at
Beginning of Year 180,104 161,813 112,252
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 195,618 $ 180,104 $ 161,813
=========== =========== ===========

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, 1999, 1998 AND 1997:
SERIES 10 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (264,781) $ (224,779) $ (214,923)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 4,931 5,818 5,837
Accreted Interest Income on
Investments in Securities (15,540) (15,796) (15,871)
Equity in Losses of Project
Partnerships 237,276 195,183 190,191
Interest Income from
Redemption of Securities 6,057 4,355 2,874
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 4,273 10,130 18,380
----------- ----------- -----------
Net Cash Used in Operating
Activities (27,784) (25,089) (13,512)
----------- ----------- -----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 0
(Increase) Decrease in
Receivable from Project
Partnerships 0 0 13,059
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 23,972 17,848 20,494
Redemption of Investment in
Securities 17,943 17,645 17,126
Increase (Decrease) in Payable
to Project Partnerships -
Capital Contributions 0 (7,712) 0
---------- ----------- -----------
Net Cash Provided by
Investing Activities 41,915 27,781 50,679
---------- ----------- -----------

Increase in Cash and
Cash Equivalents 14,131 2,692 37,167
Cash and Cash Equivalents at
Beginning of Year 202,435 199,743 162,576
---------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 216,566 $ 202,435 $ 199,743
========== =========== ===========

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, 1999, 1998 AND 1997:
SERIES 11 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (152,545) $ (183,183) $ (196,029)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 11,962 6,492 7,188
Accreted Interest Income on
Investments in Securities (17,832) (18,209) (18,178)
Equity in Losses of Project
Partnerships 128,802 163,364 182,485
Interest Income from
Redemption of Securities 6,127 4,426 3,049
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 1,765 10,635 187
----------- ----------- -----------
Net Cash Used in Operating
Activities (21,721) (16,475) (21,298)
------------ ----------- -----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 75,425
(Increase) Decrease in
Receivable from Project
Partnerships 0 0 8,250
Acquisition Fees and Expenses 0 0 (178)
Distributions Received from
Project Partnerships 19,674 38,714 5,095
Redemption of Investment in
Securities 16,873 16,574 16,951
Increase (Decrease) in Payable
to Project Partnerships -
Capital Contributions 0 0 (279,887)
----------- ----------- -----------
Net Cash Provided by (Used
in) Investing Activities 36,547 55,288 (174,344)
----------- ----------- -----------
Increase (Decrease) in Cash and
Cash Equivalents 14,826 38,813 (195,642)
Cash and Cash Equivalents at
Beginning of Year 208,198 169,385 365,027
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $ 223,024 $ 208,198 $ 169,385
=========== =========== ===========
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, 1999, 1998 AND 1997:
TOTAL SERIES 7 - 11 1999 1998 1997
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(2,855,225) $(2,992,269) $(3,084,261)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 60,761 54,728 56,518
Accreted Interest Income on
Investments in Securities (109,385) (112,569) (113,164)
Equity in Losses of Project
Partnerships 2,562,221 2,691,622 2,815,500
Interest Income from
Redemption of Securities 47,216 35,477 25,072
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 116,820 160,712 161,241
----------- ----------- -----------
Net Cash Used in Operating
Activities (177,592) (162,299) (139,094)
----------- ----------- -----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 90,622
(Increase) Decrease in
Receivable from Project
Partnerships 0 453 105,428
Acquisition Fees and Expenses 0 0 (450)
Distributions Received from
Project Partnerships 112,361 137,646 98,754
Redemption of Investment in
Securities 123,784 124,523 124,928
Increase (Decrease) in Payable
to Project Partnerships -
Capital Contributions 0 (7,712) (279,887)
----------- ----------- -----------
Net Cash Provided by
Investing Activities 236,145 254,910 139,395
----------- ----------- -----------
Increase in Cash and
Cash Equivalents 58,553 92,611 301
Cash and Cash Equivalents at
Beginning of Year 1,287,570 1,194,959 1,194,658
----------- ----------- -----------
Cash and Cash Equivalents at
End of Year $1,346,123 $1,287,570 $1,194,959
=========== =========== ===========
See accompanying notes to financial statements.

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

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1999, 1998 AND 1997

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.


NOTE 3 - INVESTMENT IN SECURITIES:

The March 31, 1999 Balance Sheet includes Investment in Securities
consisting of U.S. Treasury Security Strips which represents their cost,
plus accreted interest income of $157,681 for Series 7, $134,660 for Series
8, $74,844 for Series 9, $63,759 for Series 10 and $71,072 for Series 11.


Gross Unrealized
Estimated Market Cost Plus Gains and
Value Accreted Interest (Losses)
----------------- ----------------- ----------------
Series 7 $ 470,914 $ 433,025 $ 37,889
Series 8 438,935 410,834 28,101
Series 9 285,004 274,909 10,095
Series 10 238,626 220,929 17,697
Series 11 267,120 239,395 27,725


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

Series 7 Series 8 Series 9
-------- -------- --------
Due with 1 year $ 50,413 $ 45,736 $ 29,663
After 1 year through 5 years 198,263 186,171 113,690
After 5 years through 10 years 184,349 178,927 131,556
After 10 years 0 0 0
--------- --------- ---------
Total Amount Carried on
Balance Sheet $ 433,025 $ 410,834 $ 274,909
========= ========= =========

Series 10 Series 11 Total
-------- -------- --------
Due with 1 year $ 22,855 $ 22,713 $ 171,380
After 1 year through 5 years 85,432 91,383 674,939
After 5 years through 10 years 94,066 105,942 694,840
After 10 years 18,576 19,357 37,933
--------- --------- ---------
Total Amount Carried on
Balance Sheet $ 220,929 $ 239,395 $1,579,092
========= ========= =========

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, 1999, 1998, and 1997 the General Partners
and affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:

Asset Management Fee - The Managing General Partner is entitled to 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.


1999 1998 1997
---- ---- ----
Series 7 $ 88,207 $ 88,433 $ 80,591
Series 8 91,933 92,191 88,857
Series 9 50,458 50,592 49,594
Series 10 34,427 34,101 30,997
Series 11 27,721 27,281 24,797
--------- --------- --------
Total $ 292,746 $ 292,598 $ 274,836
========= ========= =========

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.

1999 1998 1997
---- ---- ----
Series 7 $ 13,177 $ 14,380 $ 12,039
Series 8 14,528 15,855 13,275
Series 9 8,109 8,849 7,410
Series 10 5,068 5,531 4,630
Series 11 4,054 4,424 3,702
--------- --------- ---------
Total $ 44,936 $ 49,039 $ 41,056
========= ========= =========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 7
As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
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) (5,501,647) (4,782,926)

Cumulative distributions received from
Project Partnerships (131,691) (101,264)
----------- ------------
Investment in Project Partnerships before
Adjustment 2,098,751 2,847,899

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 793,335 793,335
Accumulated amortization of acquisition
fees and expenses (142,581) (123,382)
------------ ------------

Investments in Project Partnerships $ 2,749,505 $ 3,517,852
============ ============

(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $253,692 for the year ended March 31, 1999 and cumulative suspended
losses of $82,376 for the year ended March 31, 1998 are not included.



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 8

As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
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) (5,332,195) (4,372,089)

Cumulative distributions received from
Project Partnerships (104,205) (84,722)
----------- -----------
Investment in Project Partnerships before
Adjustment 2,149,705 3,129,294

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 549,773 549,773
Accumulated amortization of acquisition
fees and expenses (86,904) (70,838)
----------- -----------

Investments in Project Partnerships $2,612,574 $3,608,229
=========== ===========

(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $248,712 for the year ended March 31, 1999 and cumulative suspended
losses of $79,383 for the year ended March 31, 1998 are not included.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 9
As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
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 (2,229,175) (1,711,859)

Cumulative distributions received from
Project Partnerships (73,439) (54,634)
----------- -----------
Investment in Project Partnerships before
Adjustment 2,611,502 3,147,623

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 244,087 244,087
Accumulated amortization of acquisition
fees and expenses (36,936) (28,333)
----------- -----------

Investments in Project Partnerships $2,818,653 $3,363,377
=========== ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 10
As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
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 (912,578) (675,302)

Cumulative distributions received from
Project Partnerships (83,326) (59,354)
----------- -----------
Investment in Project Partnerships before
Adjustment 2,918,768 3,180,016

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 196,738 196,738
Accumulated amortization of acquisition
fees and expenses (29,014) (24,085)
----------- -----------

Investments in Project Partnerships $3,086,492 $3,352,669
=========== ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 11
As of March 31, 1999, 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, 1999 MARCH 31, 1998
-------------- --------------
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 (618,845) (490,043)

Cumulative distributions received from
Project Partnerships (63,483) (43,809)
----------- -----------
Investment in Project Partnerships before
Adjustment 3,445,714 3,594,190

Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 290,335 290,335
Accumulated amortization of acquisition
fees and expenses (34,754) (22,794)
----------- -----------

Investments in Project Partnerships $3,701,295 $3,861,731
=========== ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

The following is a summary of Investments in Project Partnerships:

TOTAL SERIES 7 - 11 MARCH 31, 1999 MARCH 31, 1998
-------------- --------------
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 (14,594,440) (12,032,219)

Cumulative distributions received from
Project Partnerships (456,144) (343,783)
----------- ------------
Investment in Project Partnerships before
Adjustment 13,224,440 15,899,022

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 (330,189) (269,432)
------------ ------------

Investments in Project Partnerships $14,968,519 $17,703,858
============ ============


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
DECEMBER 31,
1998 1997 1996
SERIES 7 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,818,522 $ 2,587,261 $ 2,308,626
Investment properties, net 36,566,384 37,959,499 39,455,931
Other assets 24,358 51,276 99,952
------------ ----------- -----------
Total assets $39,409,264 $40,598,036 $41,864,509
============ =========== ===========
Liabilities and Partners' Equity:
Current liabilities 889,644 1,002,429 1,170,533
Long-term debt 36,738,581 36,852,852 36,962,154
------------ ----------- -----------
Total liabilities 37,628,225 37,855,281 38,132,687

Partners' equity
Gateway 1,804,934 2,725,255 3,715,273
General Partners (23,895) 17,500 16,549
------------ ----------- -----------
Total Partners' equity 1,781,039 2,742,755 3,731,822

Total liabilities and
partners' equity $39,409,264 $40,598,036 $41,864,509
============ =========== ===========
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 5,853,646 $ 5,716,581 $ 5,712,212
Expenses:
Operating expenses 2,634,551 2,523,961 2,414,283
Interest expense 2,592,462 2,580,836 2,658,919
Depreciation and amortization 1,525,659 1,573,077 1,625,748
------------ ----------- -----------
Total expenses 6,752,672 6,677,874 6,698,950
------------ ----------- -----------
Net loss $ (899,026) $ (961,293) $ (986,738)
============ =========== ===========
Other partners' share of net loss $ (8,990) $ (9,613) $ (9,867)
=========== =========== ===========
Partnerships' share of net loss (890,036) (951,680) (976,871)

Suspended losses 171,315 41,689 40,687
------------ ----------- -----------
Equity in Losses of Project
Partnerships $ (718,721) $ (909,991) $ (936,184)
============ ========== ===========
As of December 31, 1998, the largest Project Partnership constituted 5.3%
and 5.4%, and as of December 31, 1997 the largest Project Partnership
constituted 5.4% and 5.5% of the combined total assets by series and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
DECEMBER 31,
1998 1997 1996
SERIES 8 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,460,610 $ 2,220,607 $ 1,906,836
Investment properties, net 39,241,181 40,801,033 42,364,497
Other assets 40,175 40,006 60,527
------------ ------------ ------------
Total assets 41,741,966 $43,061,646 $44,331,860

Liabilities and Partners' Equity:
Current liabilities 1,168,937 1,179,934 1,211,075
Long-term debt 38,768,476 38,898,362 39,045,306
------------ ------------ ------------
Total liabilities 39,937,413 40,078,296 40,256,381

Partners' equity
Gateway 1,940,983 3,069,347 4,118,975
General Partners (136,430) (85,997) (43,496)
------------ ------------ -----------
Total Partners' equity 1,804,553 2,983,350 4,075,479

Total liabilities and
partners' equity $41,741,966 $43,061,646 $44,331,860
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $5,806,108 $ 5,753,648 $ 5,753,793
Expenses:
Operating expenses 2,633,059 2,445,185 2,339,160
Interest expense 2,707,720 2,712,456 2,799,196
Depreciation and amortization 1,609,164 1,627,815 1,652,936
------------ ------------ ------------
Total expenses 6,949,943 6,785,456 6,791,292
------------ ------------ -----------
Net loss $(1,143,835) $(1,031,808) $(1,037,499)
============ ============ ============
Other partners' share of net loss $ (14,398) $ (13,042) $ (13,594)
============ ============ ============
Partnerships' share of net loss (1,129,437) (1,018,766) (1,023,905)

Suspended losses 169,331 55,311 24,072
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (960,106) $ (963,455) $ (999,833)
============ ============ ============

As of December 31, 1998, the largest Project Partnership constituted 5.6%
and 5.8%, and as of December 31, 1997 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,
1998 1997 1996
SERIES 9 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $1,596,913 $ 1,431,278 $ 1,270,678
Investment properties, net 21,797,627 22,640,398 23,508,821
Other assets 2,992 8,956 12,771
------------ ------------ ------------
Total assets 23,397,532 $24,080,632 $24,792,270
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 382,099 424,314 545,719
Long-term debt 20,519,847 20,587,632 20,655,161
------------- ------------ ------------
Total liabilities 20,901,946 21,011,946 21,200,880

Partners' equity
Gateway 2,601,324 3,136,984 3,617,355
General Partners (105,738) (68,298) (25,965)
------------- ------------ ------------
Total Partners' equity 2,495,586 3,068,686 3,591,390

Total liabilities and 23,397,532 $24,080,632 $24,792,270
partners' equity ============ ============ ============

SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 3,021,660 $ 2,994,649 $ 3,012,188
Expenses:
Operating expenses 1,307,962 1,203,597 1,170,767
Interest expense 1,348,605 1,353,615 1,439,681
Depreciation and amortization 887,635 901,709 913,666
------------ ------------ ------------
Total expenses 3,544,202 3,458,921 3,524,114
------------ ------------ ------------
Net loss $ (522,542) $ (464,272) $ (511,926)
============ ============ ============
Other partners' share of net loss $ (5,226) $ (4,643) $ (5,119)
============ ============ ============
Partnerships' share of net loss (517,316) (459,629) (506,807)

Suspended losses 0 0 0
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (517,316) $ (459,629) $ (506,807)
============ ============ ============

As of December 31, 1998, the largest Project Partnership constituted 7.2%
and 6.8%, and as of December 31, 1997 the largest Project Partnership
constituted 7.2% and 6.9% of the combined total assets by series and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
DECEMBER 31,
1998 1997 1996
SERIES 10 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,270,741 $ 1,165,222 $ 1,003,956
Investment properties, net 15,240,067 15,705,282 16,200,866
Other assets 8,016 14,855 21,293
------------ ------------ ------------
Total assets 16,518,824 $16,885,359 $17,226,115
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 275,876 288,837 293,331
Long-term debt 13,433,274 13,487,607 13,542,629
------------ ------------ ------------
Total liabilities 13,709,150 13,776,444 13,835,960

Partners' equity
Gateway 2,928,985 3,186,296 3,401,814
General Partners (119,311) (77,381) (11,659)
------------ ------------ ------------
Total Partners' equity 2,809,674 3,108,915 3,390,155

Total liabilities and
partners' equity $16,518,824 $16,885,359 $17,226,115
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 1,942,492 $ 1,888,003 $ 1,897,728
Expenses:
Operating expenses 880,214 798,454 794,120
Interest expense 791,764 771,088 774,429
Depreciation and amortization 511,296 511,020 516,816
------------ ------------ ------------
Total expenses 2,183,274 2,080,562 2,085,365
------------ ------------ ------------
Net loss $ (240,782) $ (192,559) $ (187,637)
============ ============ ============
Other partners' share of net loss $ (3,506) $ 2,624 $ 2,554
============ ============ ============
Partnerships' share of net loss (237,276) (195,183) (190,191)

Suspended losses 0 0 0
------------- ------------ ------------
Equity in Losses of Project
Partnerships $ (237,276) $ (195,183) $ (190,191)
============= ============ ============

As of December 31, 1998, the largest Project Partnership constituted 10.7%
and 11.7%, and as of December 31, 1997 the largest Project Partnership
constituted 10.6% and 12.1% of the combined total assets by series and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
DECEMBER 31,
1998 1997 1996
SERIES 11 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,039,049 $ 875,564 $ 990,736
Investment properties, net 13,528,369 13,991,257 14,480,026
Other assets 19,462 24,358 29,127
------------ ------------ ------------
Total assets $14,586,880 $14,891,179 $15,499,889
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 347,126 390,123 631,225
Long-term debt 10,743,507 10,825,000 10,925,232
------------ ------------ ------------
Total liabilities 11,090,633 11,215,123 11,556,457

Partners' equity
Limited Partner 3,454,866 3,603,675 3,805,385
General Partners 41,381 72,381 138,047
------------ ------------ ------------
Total Partners' equity 3,496,247 3,676,056 3,943,432

Total liabilities and
partners' equity $14,586,880 $14,891,179 $15,499,889
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 1,730,200 $ 1,668,431 $ 1,670,724
Expenses:
Operating expenses 852,221 785,590 750,237
Interest expense 510,366 556,791 583,416
Depreciation and amortization 510,062 506,631 537,223
------------ ------------ ------------
Total expenses 1,872,649 1,849,012 1,870,876
------------ ------------ ------------
Net loss $ (142,449) $ (180,581) $ (200,152)
============ ============ ============
Other partners' share of net loss $ (13,647) $ (17,217) $ (17,667)
============ ============ ============
Partnerships' share of net loss (128,802) (163,364) (182,485)

Suspended losses 0 0 0
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (128,802) $ (163,364) $ (182,485)
============ ============ ============

As of December 31, 1998, the largest Project Partnership constituted 20.9%
and 19.3%, and as of December 31, 1997 the largest Project Partnership
constituted 21.2% and 19.9% of the combined total assets by series and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
DECEMBER 31,
1998 1997 1996
TOTAL SERIES 7 - 11 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 9,185,835 $ 8,279,932 $ 7,480,832
Investment properties, net 126,373,628 131,097,469 136,010,141
Other assets 95,003 139,451 223,670
------------- ------------- ------------
Total assets $135,654,466 $139,516,852 $143,714,643
============= ============= ============
Liabilities and Partners' Equity:
Current liabilities 3,063,682 3,285,637 3,851,883
Long-term debt 120,203,685 120,651,453 121,130,482
------------- ------------- ------------
Total liabilities 123,267,367 123,937,090 124,982,365

Partners' equity
Limited Partner 12,731,092 15,721,557 18,658,802
General Partners (343,993) (141,795) 73,476
------------- ------------- ------------
Total Partners' equity 12,387,099 15,579,762 18,732,278

Total liabilities and
partners' equity $135,654,466 $139,516,852 $143,714,643
============= ============= ============

SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $18,354,106 $18,021,312 $18,046,645
Expenses:
Operating expenses 8,308,007 7,756,787 7,468,567
Interest expense 7,950,917 7,974,786 8,255,641
Depreciation and amortization 5,043,816 5,120,252 5,246,389
------------ ------------ ------------
Total expenses 21,302,740 20,851,825 20,970,597
------------ ------------ ------------
Net loss $(2,948,634) $(2,830,513) $(2,923,952)
============ ============ ============
Other partners' share
of net loss $ (45,767) $ (41,891) $ (43,693)
============ ============ ============
Partnerships' share of net loss (2,902,867) (2,788,622) (2,880,259)

Suspended losses 340,646 97,000 64,759
------------ ------------ ------------
Equity in Losses of Project
Partnerships $(2,562,221) $(2,691,622) $(2,815,500)
============ ============ ============



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 $1,804,934 $2,098,751
Series 8 1,940,983 2,149,705
Series 9 2,601,324 2,611,502
Series 10 2,928,985 2,918,768
Series 11 3,454,866 3,445,714


NOTE 6 - TAXABLE INCOME (LOSS):

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

1999 1998 1997
SERIES 7 ---- ---- ----
Net Loss per Financial
Statements $(812,428) $(1,010,863) $(1,026,918)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (332,734) (176,026) (125,211)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (10,732) (3,563) 1,130

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 49,249 46,034 43,668
Amortization Expense 22,001 21,542 22,062
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(1,084,644) $(1,122,876) $(1,085,269)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,695,195 $ 1,695,190 $ 1,685,951
=========== =========== ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

1999 1998 1997
SERIES 8 ---- ---- ----
Net Loss per Financial
Statements $(1,055,240) $(1,060,938) $(1,089,189)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (277,444) (213,027) (292,642)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (3,618) (3,764) 1,190

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 51,209 53,647 61,961
Amortization Expense 15,237 14,560 14,551
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(1,269,856) $(1,209,522) $(1,304,129)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,620,511 $ 1,620,511 $ 1,605,034
=========== =========== ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

1999 1998 1997
SERIES 9 ---- ---- ----
Net Loss per Financial
Statements $ (570,231) $ (512,506) $ (557,202)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (79,111) (104,407) (126,579)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 443 (2,981) 33

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 32,811 33,759 40,872
Amortization Expense 5,962 7,117 7,619
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (610,126) $ (579,018) $ (635,257)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 968,960 $ 968,961 $ 968,279
=========== =========== ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

1999 1998 1997
SERIES 10 ---- ---- ----
Net Loss per Financial
Statements $ (264,781) $ (224,779) $ (214,923)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (145,546) (158,805) (168,640)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (4,081) (266) 843

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 8,865 8,101 19,295
Amortization Expense 5,657 5,806 5,947
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (399,886) $ (369,943) $ (357,478)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 762,218 $ 762,183 $ 762,241
=========== =========== ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

1999 1998 1997
SERIES 11 ---- ---- ----
Net Loss per Financial
Statements $ (152,545) $ (183,183) $ (196,029)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (71,284) (85,093) (60,284)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 2,628 (2,137) (1,509)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 4,892 9,851 7,548
Amortization Expense 7,322 7,391 9,300
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $ (208,987) $ (253,171) $ (240,974)
============ ============ ============

December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 754,677 $ 756,995 $ 724,590
=========== =========== ===========

NOTE 6 - TAXABLE INCOME (LOSS):

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

1999 1998 1997
TOTAL SERIES 7 -11 ---- ---- ----
Net Loss per Financial
Statements $(2,855,225) $(2,992,269) $(3,084,261)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (906,119) (737,358) (773,356)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (15,360) (12,711) 1,687

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 147,026 151,392 173,344
Amortization Expense 56,179 56,416 59,479
------------ ------------ ------------

Partnership loss for tax
purposes as of December 31 $(3,573,499) $(3,534,530) $(3,623,107)
============ ============ ============

The difference in the total value of the Partnership's Investment in
Project Partnerships is approximately $1,035,000 higher for Series 7,
$1,058,000 higher for Series 8, $499,000 higher for Series 9, $658,000
higher for Series 10 and $202,000 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.

Vincent & Voss
544 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
(A Limited Partnership), as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 26, 1998 on our consideration of Maple Street
Apartments internal control structure and compliance with laws and
regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 26, 1998

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

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

We have audited the accompanying balance sheet of Maple Street Apartments
(A Limited Partnership), as of December 31, 1998 and the related statements
of operations, partners' equity and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Maple Street
Apartments for the year ended December 31, 1997 were audited by Vincent &
Voss, CPAs whose report dated January 26, 1998 expressed an unqualified
opinion on those statements. Vincent & Voss, CPAs was merged into Hill,
Barth & King, Inc. on January 1, 1999.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 22, 1999 on our consideration of Maple Street
Apartments internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.

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

January 22, 1999

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

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

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

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


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

January 22, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
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, 1998 and 1997, 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, 1998 and 1997, 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 16, 1999, on our consideration of the Partnership's
internal controls and a report dated February 16, 1999, on its compliance
with laws and regulations.

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

This report is intended solely for the information of the Partners,
management of Gila Bend Housing, Ltd. and for filing with RD and should not
be used for any other purpose.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Carmel, Indiana
February, 16, 1999

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

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

We have audited the accompanying balance sheet of Manchester Elderly
Housing, L.P. (A Limited Partnership), Federal ID NO.: 58-1965616 as of
December 31, 1997 and 1996, and the related statements of income, partners'
equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

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

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

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


/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998

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

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

We have audited the accompanying balance sheet of MANCHESTER ELDERLY
HOUSING, L.P. (a limited partnership), Project No. 58-1965616 as of
December 31, 1998, and the related statements of income, changes in
partners' equity (deficit), and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of MANCHESTER
ELDERLY HOUSING, L.P., as of December 31, 1997, were audited by other
auditors whose report dated January 21, 1998 expressed an unqualified
opinion on those statements.

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

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

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

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

February 8, 1999

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

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 15, 1999, 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 15, 1999


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

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

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

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

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


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

January 15, 1999

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

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

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

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

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


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

January 15, 1999


Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-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, 1998 and 1997, and the related statements of income, partners'
equity (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

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


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

January 15, 1999

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

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Omega Rental Housing,
L.P., RHS Project No.: 11-037-582031602, as of December 31, 1997 and 1996,
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.

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

In accordance with Government Auditing Standards, we have also issued
reports dated January 22, 1998, on our consideration of Omega Rental
Housing, L.P.'s internal control structure and on its compliance with laws
and regulations applicable to the financial statements.


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

January 22, 1998

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

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

We have audited the accompanying balance sheet of OMEGA RENTAL HOUSING,
L.P., RHS Project No. 11-037-582031602, as of December 31, 1998 and the
related statements of operations, changes in partners' equity, and cash
flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of OMEGA RENTAL HOUSING, L.P. as of December 31, 1997
were audited by other auditors whose report dated January 22, 1998
expressed an unqualified opinion on those statements.

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

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
page 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 auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued
reports dated January 12, 1999 on our consideration of OMEGA RENTAL
HOUSING, L.P.'s internal control and on its compliance with laws and
regulations applicable to the financial statements.

/s/ Habif, Arogeti & Wynee, P.C.
Certified Public Accountants
Atlanta, Georgia
January 12, 1999

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

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

We have audited the accompanying balance sheet of MAGNOLIA PLACE, L.P. (A
Limited Partnership), as of December 31, 1997, and the related statements
of operations, changes in partners' equity, and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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



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

January 9, 1998

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

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

We have audited the accompanying balance sheet of MAGNOLIA PLACE, L.P. (a
limited partnership) as of December 31, 1998, and the related statements of
operations, changes in partners' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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



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

January 12, 1999

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

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

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

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

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

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


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

February 18, 1999

Baird, Kurtz & Dobson, CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903-2079
PHONE: 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, 1998
and 1997, and the related statements of operations, changes in partners'
equity and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

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

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


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

February 8, 1999

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

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

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

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.

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

/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 2, 1999

VanRheenen, Miller & Rose, P.L.L.C.
1309 E. Race Avenue
Searcy, AR 72143
PHONE: 501-268-8356
FAX: 501-268-9362

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
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, 1998 and 1997, and for the years then ended, as listed in the
table of contents. These financial statements are the responsibility of
the partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audit.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 10, 1999 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/ VanRheenen, Miller & Rose, P.L.L.C.
Certified Public Accountants

February 10, 1999

VanRheenen, Miller & Rose, P.L.L.C.
1309 E. Race Avenue
Searcy, AR 72143
PHONE: 501-268-8356
FAX: 501-268-9362

INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
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, 1998 and 1997, and for the years then ended, as listed in the
table of contents. These financial statements are the responsibility of
the partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 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,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.


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

February 5, 1999

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

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

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

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

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

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

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. Schedules 1,2,3, and 4, on pages 14-17 are
presented for purposes of additional analysis and are 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/ Oscar N. Harris Associates, P.A.
Certified Public Accountants

February 6, 1998


Bernard Robinson & Company, L.L.P.
109 Muirs Chapel Rd.-P.O. Box 19608
Greensboro, NC 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 balance sheets of Peachtree Associates Limited
Partnership (a South Carolina limited partnership) as of December 31, 1998,
and the related statements of operations, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of Peachtree Associates Limited Partnership as of December 31,
1997, were audited by other auditors whose report dated February 6, 1998,
expressed an unqualified opinion on those statements.

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

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

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

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



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

Greensboro, North Carolina
February 5, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Mountain City Manor Limited Partnership

I have audited the accompanying balance sheets of Mountain City Manor
Limited Partnership as of December 31, 1998 and 1997, and the related
statements of operation, 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 Mountain City Manor
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations, changes in partners' equity, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

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

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


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

March 10, 1999

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

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

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

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

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

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

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


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

Bristol, Virginia
March 10, 1999

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

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

To the Partners
Jamestown Village Limited Partnership

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

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

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

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

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


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
March 10, 1999

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

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

To the Partners
Clinchview Manor Limited Partnership

I have audited the accompanying balance sheets of Clinchview Manor Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operation, 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 Clinchview Manor
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations, changes in partners' equity, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

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

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


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
March 10, 1999

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

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

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

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

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

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


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


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountant
Bristol, Virginia
March 10, 1999

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

INDEPENDENT AUDITORS' REPORT

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

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

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

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


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

Austin, Texas
January 20, 1999

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

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

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

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


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

Austin, Texas
January 18, 1999

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

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

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

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 25, 1999, on our consideration of the internal control
structure of Taylor Retirement, Ltd.- (A Texas Limited Partnership)and a
report dated January 25, 1999, on its compliance with laws and regulations.


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

Austin, Texas
January 25, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To The Partners
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, 1998 and 1997, and the
related statements of income (loss), partners' equity, and cash flows for
the years ended December 31, 1998 and 1997. These financial statements are
the 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, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

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


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

Austin, Texas
January 20, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Dr., Suite B-200
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, 1998 and 1997 and the related statements of
operations, changes in partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

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

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 11, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Dr., Suite B-200
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, 1998 and 1997 and the related statements of
operations, changes in partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our 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, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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

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 11, 1999

David G.Pelliccione, C.P.A., P.C.
329 Eisenhower Dr., Suite B-200
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, 1998 and 1997, and the related statements of
operations, changes in partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our 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, 1998 and 1997 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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

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 11, 1999

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, 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 5, 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, 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, 1997, and the related statements of
income, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 10, 1998 on our consideration of South Brenchley's
internal control structure, and a report dated February 10, 1998, 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 related to income taxes which are the
responsibility of each individual partner, the scope of our audit was not
designed or intended to audit the partnerships compliance with the low
income housing tax credit laws. Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance with any
of the low income housing tax credit laws.

/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants
February 10, 1998

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

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

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

In accordance with Government Auditing Standards, we have also issued our
reports dated February 8, 1999 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 14 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 8, 1999

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 606-223-3095
FAX: 606-223-2143
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Louisa Senior Apartments, Ltd.

We have audited the accompanying balance sheets of Louisa Senior
Apartments, Ltd., (a limited partnership) Case No. 20-064-407447188, as of
December 31, 1998 and 1997 and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued
report dated February 1, 1999 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
February 1, 1999

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 606-223-3095
FAX: 606-223-2143
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Wells Hill Apartments, Ltd.

We have audited the accompanying balance sheets of Wells Hill Apartments,
Ltd., (a limited partnership) Case No. 20-086-611204241, as of December 31,
1998 and 1997 and the related statements of operations, changes in
partners' equity (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated February 3, 1999 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
February 3, 1999

Eide Bailly LLP
100 N. Phillips, Ste.800 - P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE: 605-339-1999
FAX: 605-339-1306
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Lincoln, Ltd.
Pierre, South Dakota

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

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

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on
pages 12 and 13 is presented for purposes of additional analysis and is not
a required part of the basic financial statements of 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 basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of 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 8, 1999

Eide Bailly LLP
100 N. Phillips, Ste.800 - P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE: 605-339-1999
FAX: 605-339-1306
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Courtyard, Ltd.

Huron, South Dakota

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

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

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

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

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

/s/ Eide Bailly LLP
Certified Public Accountants

Sioux Falls, South Dakota
January 29, 1999

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

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

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

February 11, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
Pleasant Valley Apartments, L.P.:

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

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 26, 1999, on our consideration of the Partnership's
compliance and internal control structure over financial reporting.

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

January 26, 1999

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

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

We have audited the accompanying balance sheets of Brookwood Apartments,
L.P. as of December 31, 1998 and 1997, and the related statements of
operations, changes in partners' equity and cash flows for the years ended.
These financial statements are 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, 1998 and 1997, and the results of its operations,
changes in partners' equity and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 1999, on our consideration of the Partnership's
compliance and internal control over financial reporting.

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

January 19, 1999

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

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

To the General Partners of
River Rest Apartments, L.P.:

We have audited the accompanying balance sheets of River Rest Apartments,
L.P. as of December 31, 1998 and 1997, and the related statements of
operations, changes in partners' equity and cash flows for the years ended
December 31, 1998 and 1997. These financial statements are 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, 1998 and 1997, and the results of its operations,
changes in partners' equity and its cash flows for the years ended December
31, 1998 and 1997, in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 1999, on the Partnership's compliance and internal
control over financial reporting.

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

January 19, 1999

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

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

We conducted our audits in accordance with generally accepted auditing
standards, 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 accordance with Government Auditing Standards, we have also issued a
report dated February 8, 1999 on our consideration of ROYSTON ELDERLY
HOUSING, L.P.'s internal control and a report dated February 8, 1999 on its
compliance with laws and regulations.

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

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, P.C.
Certified Public Accountants
Atlanta, Georgia

February 8, 1999

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

Managing General Partner
Heritage Park Associates Limited Partnership
Boise, Idaho

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

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

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

In accordance with Government Auditing Standards, we have also issued
reports dated February 10, 1999 on our consideration of 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 10, 1999

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

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

To the Partners of 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, 1998
and 1997 and the related statements of income, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to
express an opinion on these financial statements based on my audits.

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

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

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 4, 1999

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

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeshore II, Ltd., RHS
Project No.: 01-044-631056927 as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

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

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


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

Gadsden, Alabama
February 18, 1999

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

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Skyview Apartments,
Ltd., RHS Project No.: 01-055-631086473 as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 23, 1999 on our consideration of 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 23, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Meadowview Apartments, Ltd.
Greenville, Alabama

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

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 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 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, 1999

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

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

To the Partners
Applegate Apartments, Ltd.
Florence, Alabama

We have audited the accompanying balance sheets of Applegate Apartments,
Ltd., a limited partnership, as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on
these financial statements based on our 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 our audits
provide a reasonable basis for my 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, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 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 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 19, 1999

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

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

To the Partners
Heatherwood Apartments, Ltd.
Alexander City, Alabama

We have audited the accompanying balance sheets of Heatherwood Apartments,
Ltd., a limited partnership, as of December 31, 1998 and 1997, and the
related statement of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted the audits in accordance with generally accepted auditing
standards. 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 our 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 Heatherwood Apartments,
Ltd., as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

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 23, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

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

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

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

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

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 on our consideration of 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

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

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

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

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 on our consideration of 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

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

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

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

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 on our consideration of 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.
1823 East 20th - 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, 1998 and 1997, and the
related statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

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

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 on our consideration of 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 24, 1999

Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075

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

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

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

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

In accordance with GOVERNMENT AUDITING STANDARDS, we have also issued our
report dated February 24, 1999 on our consideration of 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 24, 1999

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

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

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

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

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

My audit was made for the purpose of forming an opinion on the basic
financial statements 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, 1999 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, 1999

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

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

To the Partners of
Sycamore Landing:

I have audited the accompanying balance sheet of Sycamore Landing (a Kansas
Limited Partnership) as of December 31, 1998, and 1997 and the related
statements of income, partners' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the 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, 1998, and 1997 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.

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, 1999 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, 1999


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

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

I have audited the accompanying balance sheet of Parsons Village (a Kansas
Limited Partnership) as of December 31, 1998, and December 31, 1997 and the
related statements of income, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
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, 1998, and December 31, 1997 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements 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 16, 1999 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 16, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Drive, Suite B-200
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443
INDEPENDENT AUDITORS' REPORT
----------------------------
To The Partners
Brookstone Apartments, L.P.

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

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

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

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

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 11, 1999

David G. Pelliccione, C.P.A., P.C.
329 Eisenhower Drive, Suite B-200
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443
INDEPENDENT AUDITORS' REPORT
----------------------------
To The Partners
Brookshollow Apartments, L.P.

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

In accordance with Government Auditing Standards, we have also issued our
report dated February 11, 1999, on our consideration of BROOKSHOLLOW
APARTMENTS, L.P.'s internal control over financial reporting and our tests
of its compliance with certain provlisions of laws, regulations, contracts
and grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements of BROOKSHOLLOW 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 11, 1999

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

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

We have audited the accompanying balance sheets of Morningside Villa
Limited Partnership (A Limited Partnership), DBA Morningside Villa
Apartments, FmHA Case No. 41-033-341622448, as of December 31, 1997 and
1996, and the related income statements, changes in partners' equity
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the project's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Morningside Villa
Limited Partnership (A Limited Partnership), DBA Morningside Villa
Apartments, FmHA Case No. 41-033-341622448, at December 31, 1997 and 1996,
and the results of its operations, changes in partners' equity
(deficit),and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
033-341622448. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

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


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

January 16, 1998

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Morningside Villa Limited Partnership
DBA Morningside Villa Apartments
Mansfield, Ohio

We have audited the accompanying balance sheet of Morningside Villa Limited
Partnership (a limited partnership), DBA Morningside Villa Apartments, Case
No. 41-033-341622448, as of December 31, 1998, and the related income
statement, changes in partners' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of
Morningside Villa Limited Partnership as of December 31, 1997, were audited
by other auditors whose report dated January 16, 1998, expressed an
unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Morningside Villa
Limited Partnership, DBA Morningside Villa Apartments, Case No. 41-033-
341622448, at December 31, 1998, and the results of its operations, changes
in partners' equity (deficit), and cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Morningside Villa
Limited Partnership's internal control and a report dated January 15, 1999,
on its compliance with specific requirements applicable to Rural
Development Services Programs.

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

Worthington, Ohio
January 15, 1999

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Kenton Apartments Company Limited Partnership
(A Limited Partnership)
DBA Springbrook Commons
Mansfield, OH

We have audited the accompanying balance sheets of Kenton Apartments
Company Limited Partnership (A Limited Partnership), DBA Springbrook
Commons, FmHA Case No. 41-033-0382999141, as of December 31, 1997 and 1996,
and the related income statements, changes in partners' equity (deficit)
and cash flows for the years then ended. These financial statements are
the responsibility of the project's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kenton Apartments
Company Limited Partnership (A Limited Partnership), DBA Springbrook
Commons, FmHA Case No. 41-033-0382999141, at December 31, 1997 and 1996,
and the results of its operations, changes in partners' equity
(deficit),and cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
033-0382999141. Such information has been subjected to the same auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

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


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

January 16, 1998

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

INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Kenton Apartments Company Limited Partnership
DBA Springbrook Commons
Mansfield, Ohio

We have audited the accompanying balance sheet of Kenton Apartments Company
Limited Partnership (a limited partnership), DBA Springbrook Commons, Case
No. 41-033-0382999141, as of December 31, 1998, and the related income
statement, changes in partners' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of
Kenton Apartments Company Limited Partnership as of December 31, 1997, were
audited by other auditors whose report dated January 16, 1998, expressed an
unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kenton Apartments
Company Limited Partnership, DBA Springbrook Commons, Case No. 41-033-
0382999141, at December 31, 1998, and the results of its operations,
changes in partners' equity (deficit),and cash flows for the year then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 15, 1999, on our consideration of Kenton Apartments
Company Limited Partnership's internal control and a report dated January
15, 1999, on its compliance with specific requirements applicable to Rural
Development Services programs.

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

Worthington, Ohio
January 15, 1999

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

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



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

March 15, 1999

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

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

To the Partners
Mt. Vernon Rental Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheet of Mt. Vernon Rental
Housing, L.P. (a limited partnership), Federal ID No. 58-1965613, as of
December 31, 1998, and the related statements of income, partners' equity
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

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

The December 31, 1997 financial statements were compiled by us and our
report thereon, dated January 21, 1998, stated we did not audit or review
those financial statements and, accordingly, expressed no opinion or other
form of assurance on them.

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

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

January 15, 1999

Item 9. Disagreements on Accounting and Financial Disclosures

None.


PART III

Item 10. Directors and Executive Officers of Gateway

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

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

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

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

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

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

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


Raymond James Partners, Inc. -

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

Information regarding the officers and directors of Raymond James
Partners, Inc. is included on 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, 1999.

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

Item 13. Certain Relationships and Related Transactions

Gateway has no officers or directors. However, 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, 1998, 1997 and 1996 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.
1999 1998 1997
---- ---- ----
Series 7 $ 88,207 $ 88,433 $ 80,591
Series 8 91,933 92,191 88,857
Series 9 50,458 50,592 49,594
Series 10 34,427 34,101 30,997
Series 11 27,721 27,281 24,797
--------- --------- --------
Total $ 292,746 $ 292,598 $ 274,836
========= ========= =========

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.

1999 1998 1997
---- ---- ----
Series 7 $ 13,177 $ 14,380 $ 12,039
Series 8 14,528 15,855 13,275
Series 9 8,109 8,849 7,410
Series 10 5,068 5,531 4,630
Series 11 4,054 4,424 3,702
--------- --------- ---------
Total $ 44,936 $ 49,039 $ 41,056
========= ========= =========


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, 1998

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

Nottingham Pisgah, AL 18 590,344
Cedar Hollow Waterloo, NE 24 765,546
Sunrise Mission, SD 44 2,040,082
Mountain City Mountain City, TN 40 1,323,290
Burbank Falls City, NE 24 809,231
Washington Bloomfield, NE 24 802,629
BrookStone McCaysville, GA 40 1,212,214
Tazewell New Tazewell, TN 44 1,413,028
N. Irvine Irvine, KY 24 795,611
Horton Horton, KS 24 772,551
Manchester Manchester, GA 42 1,218,985
Waynesboro Waynesboro, GA 24 680,621
Lakeland II Lakeland, GA 30 840,189
Mt. Vernon Mt. Vernon, GA 24 748,890
Meadow Run Dawson, GA 48 1,444,671
Spring Creek II Quitman, GA 24 676,311
Warm Springs Warm Springs, GA 22 679,900
Blue Ridge Blue Ridge, GA 41 1,104,018
Walnut Elk Point, SD 24 827,098
Pioneer Mountain View, AR 48 1,214,939
Dilley Dilley, TX 28 727,569
Elsa Elsa, TX 40 1,043,294
Clinch View Gate City, VA 42 1,475,030
Jamestown Jamestown, TN 40 1,231,338
Leander Leander, TX 36 921,314
Louisa Sr. Louisa, KY 36 1,205,228
Orchard Commons Crab Orchard, KY 12 365,869
Vardaman Vardaman, MS 24 737,376
Heritage Park Paze, AZ 32 1,251,387
BrooksHollow Jasper, GA 40 1,195,314
Cavalry Crossing Ft. Scott, KS 40 1,427,155
Carson City Carson City, KS 24 795,845
Matteson Capa, KS 24 769,608
Pembroke Pembroke, KY 16 518,142
Robynwood Cynthiana, KY 24 791,731
Atoka Atoka, OK 24 687,991
Coalgate Coalgate, OK 24 687,032
Hill Creek West Blocton, AL 24 786,481
Cardinal Mountain Home. AR 32 160,729
------------
$36,738,581
============


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, 1998

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 19,487
Sunrise 30,000 837,000 1,651,743
Mountain City 67,000 1,345,826 179,382
Burbank 25,000 595,780 362,149
Washington 30,000 401,435 533,814
BrookStone 45,000 176,183 1,236,310
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 45,000 196,691 581,561
Blue Ridge 0 234,193 1,100,420
Walnut 20,000 112,079 868,819
Pioneer 30,000 1,092,918 210,420
Dilley 30,000 847,755 11,295
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 1,243,700 105,641
BrooksHollow 67,155 183,029 1,188,736
Cavalry Crossing 82,300 894,246 791,440
Carson City 86,422 354,778 515,811
Matteson 28,438 556,314 352,870
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 29,337 622,291 304,624
Cardinal 24,207 650,852 106,376
----------- ------------ ------------
$ 1,666,043 $ 21,441,174 $ 22,147,817
=========== ============ ============

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, 1998


SERIES 7
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Nottingham 21,070 695,997 717,067
Cedar Hollow 27,097 906,745 933,842
Sunrise 30,000 2,488,743 2,518,743
Mountain City 67,000 1,525,208 1,592,208
Burbank 37,000 945,929 982,929
Washington 52,733 912,516 965,249
BrookStone 45,000 1,412,493 1,457,493
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 20,000 803,252 823,252
Blue Ridge 0 1,334,613 1,334,613
Walnut 62,700 938,198 1,000,898
Pioneer 30,000 1,303,338 1,333,338
Dilley 30,000 859,050 889,050
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 46,000 1,068,334 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 199,706 1,348,635 1,548,341
BrooksHollow 67,000 1,371,920 1,438,920
Cavalry Crossing 84,118 1,683,868 1,767,986
Carson City 40,028 916,983 957,011
Matteson 39,000 898,622 937,622
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 29,337 926,915 956,252
Cardinal 24,207 757,228 781,435
----------- ------------ ------------
$ 1,695,355 $43,559,679 $45,255,034
=========== ============ ============

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, 1998

SERIES 7
Apartment Properties

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

Nottingham 128,343 5.0-40.0
Cedar Hollow 156,047 7.0-40.0
Sunrise 528,968 5.0-27.5
Mountain City 352,622 7.0-27.5
Burbank 200,554 5.0-30.0
Washington 227,423 5.0-30.0
BrookStone 263,183 5.0-27.5
Tazewell 370,062 7.0-27.5
N. Irvine 157,247 5.0-40.0
Horton 238,767 5.0-25.0
Manchester 260,036 5.0-25.0
Waynesboro 145,418 10.0-30.0
Lakeland II 192,771 10.0-30.0
Mt. Vernon 143,112 5.0-30.0
Meadow Run 309,971 7.0-27.5
Spring Creek II 144,297 10.0-30.0
Warm Springs 166,347 5.0-40.0
Blue Ridge 273,925 5.0-25.0
Walnut 183,563 5.0-40.0
Pioneer 236,369 12.0-40.0
Dilley 110,575 5.0-50.0
Elsa 208,671 7.0-50.0
Clinch View 368,432 7.0-27.5
Jamestown 336,109 7.0-27.5
Leander 263,549 7.0-30.0
Louisa Sr. 261,049 5.0-40.0
Orchard Commons 91,209 5.0-40.0
Vardaman 137,324 5.0-40.0
Heritage Park 345,570 7.0-27.5
BrooksHollow 242,705 5.0-27.5
Cavalry Crossing 270,086 12.0-40.0
Carson City 217,068 7.0-27.5
Matteson 221,934 7.0-27.5
Pembroke 112,511 5.0-40.0
Robynwood 174,630 5.0-40.0
Atoka 207,289 5.0-25.0
Coalgate 210,453 5.0-25.0
Hill Creek 163,322 7.0-27.5
Cardinal 67,140 7.0-27.5
-----------
$8,688,651
===========

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, 1998

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

Purdy Purdy, MO 16 465,750
Galena Galena, KS 24 613,960
Antlers 2 Antlers, OK 24 649,395
Holdenville Holdenville, OK 24 736,565
Wetumka Wetumka, OK 24 670,987
Mariners Cove Marine City, MI 32 1,045,139
Mariners Cove Sr. Marine City, MI 24 809,456
Antlers Antlers, OK 36 1,101,452
Bentonville Bentonville, AR 24 608,105
Deerpoint Elgin, AL 24 765,330
Aurora Aurora, MO 28 733,674
Baxter Baxter Springs, KS 16 435,182
Arbor Gate Bridgeport, AL 24 764,378
Timber Ridge Collinsville, AL 24 742,376
Concordia Sr. Concordia, KS 24 692,070
Mountainburg Mountainburg, AR 24 723,145
Lincoln Pierre, SD 25 894,477
Fox Ridge Russellville, AL 24 750,081
Meadow View Bridgeiport, NE 16 596,898
Sheridan Auburn, NE 16 616,466
Morningside Kenton, OH 32 982,148
Grand Isle Grand Isle, ME 16 947,142
Meadowview Van Buren, AR 29 790,632
Taylor Taylor, TX 44 1,261,781
Brookwood Gainesboro, TN 44 1,484,151
Pleasant Valley Lynchburg, TN 33 1,109,561
Reelfoot Ridgely, TN 20 664,556
River Rest Newport, TN 34 1,156,481
Kirskville Kirksville, MO 24 688,687
Cimmaron Arco, ID 24 840,838
Kenton Kenton, OH 46 1,440,868
Lovingston Lovingston, VA 64 2,257,075
Pontotoc Pontotoc, MS 36 1,111,312
So. Brenchley Rexburg, ID 30 1,247,579
Hustonville Hustonville, KY 16 531,024
Northpoint Jackson, KY 24 905,202
Brooks Field Louisville, GA 32 963,423
Brooks Lane Clayton, GA 36 1,111,029
Brooks Point Dahlonega, GA 41 1,377,336
Brooks Run Jasper, GA 24 764,535
Logan Heights Russellville, KY 24 790,322
Lakeshore 2 Tuskegee, AL 36 1,159,692
Cottondale Cottondale, FL 25 768,216
------------
$38,768,476
============


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, 1998

SERIES 8
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------
Purdy 64,823 493,596 8,789
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 2,627
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 32,884
Fox Ridge 35,000 867,785 0
Meadow View 29,000 686,959 1,585
Sheridan 20,100 373,018 353,435
Morningside 31,163 1,152,691 2,187
Grand Isle 20,000 1,180,210 0
Meadowview 40,000 954,717 0
Taylor 105,335 1,185,923 239,510
Brookwood 28,148 1,780,090 2,359
Pleasant Valley 56,269 1,288,452 1,507
Reelfoot 13,000 118,127 683,441
River Rest 50,750 431,259 921,416
Kirskville 50,000 188,140 593,352
Cimmaron 18,000 611,963 463,465
Kenton 61,699 785,703 920,659
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 36,000 911,975 343
----------- ------------ ------------
$2,280,425 $32,092,541 $12,881,260
=========== ============ ============

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, 1998

SERIES 8
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----
Purdy 65,351 501,857 567,208
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 164,350 719,098 883,448
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 132,188 955,568 1,087,756
Fox Ridge 35,000 867,785 902,785
Meadow View 29,000 688,544 717,544
Sheridan 32,300 714,253 746,553
Morningside 31,163 1,154,878 1,186,041
Grand Isle 20,000 1,180,210 1,200,210
Meadowview 40,000 954,717 994,717
Taylor 105,335 1,425,433 1,530,768
Brookwood 28,148 1,782,449 1,810,597
Pleasant Valley 56,269 1,289,959 1,346,228
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 1,087,428 1,093,428
Kenton 61,699 1,706,362 1,768,061
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 36,000 912,318 948,318
----------- ------------ ------------
$2,403,886 $44,850,340 $47,254,226
=========== ============ ============

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, 1998

SERIES 8
Apartment Properties

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

Purdy 163,507 7.0-27.5
Galena 189,318 7.0-27.5
Antlers 2 193,269 5.0-25.0
Holdenville 208,640 5.0-25.0
Wetumka 190,376 5.0-25.0
Mariners Cove 267,381 7.0-27.5
Mariners Cove Sr. 208,183 7.0-27.5
Antlers 281,389 10.0-25.0
Bentonville 203,705 5.0-25.0
Deerpoint 131,329 5.0-50.0
Aurora 217,849 7.0-27.5
Baxter 119,606 7.0-27.5
Arbor Gate 131,152 5.0-40.0
Timber Ridge 134,792 5.0-40.0
Concordia Sr. 176,094 5.0-25.0
Mountainburg 204,478 5.0-25.0
Lincoln 198,487 7.0-27.5
Fox Ridge 115,270 5.0-50.0
Meadow View 153,964 5.0-30.0
Sheridan 118,667 5.0-50.0
Morningside 207,364 5.0-33.0
Grand Isle 299,951 7.0-27.5
Meadowview 210,037 5.0-25.0
Taylor 148,708 5.0-50.0
Brookwood 184,217 5.0-50.0
Pleasant Valley 141,734 5.0-50.0
Reelfoot 134,425 7.0-27.5
River Rest 124,986 7.0-50.0
Kirskville 155,141 5.0-27.5
Cimmaron 198,801 7.0-27.5
Kenton 261,182 5.0-33.0
Lovingston 538,120 7.0-27.5
Pontotoc 140,848 5.0-40.0
So. Brenchley 285,498 7.0-27.5
Hustonville 96,643 5.0-40.0
Northpoint 142,527 5.0-40.0
Brooks Field 167,334 5.0-40.0
Brooks Lane 194,492 5.0-40.0
Brooks Point 217,749 5.0-40.0
Brooks Run 137,213 5.0-40.0
Logan Heights 133,387 7.0-40.0
Lakeshore 2 148,946 5.0-40.0
Cottondale 136,286 5.0-27.5
-----------
$8,013,045
===========


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, 1998

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

Jay Jay, OK 24 658,831
Boxwood Lexington, TX 24 630,749
Stilwell 3 Stilwell, OK 16 473,945
Arbor Trace Lake Park, GA 24 748,494
Arbor Trace 2 Lake Park, GA 42 1,471,296
Omega Omega, GA 36 1,143,697
Cornell 2 Watertown, SD 24 931,755
Elm Creek Pierre, SD 24 963,727
Marionville Marionville, MO 20 571,386
Lamar Lamar, AR 24 724,108
Mt. Glen Heppner, OR 24 836,957
Centreville Centreville, AL 24 796,145
Skyview Troy, AL 36 1,144,506
Sycamore Coffeyville, KS 40 1,427,544
Bradford Cumberland, KY 24 798,175
Cedar Lane London, KY 24 750,160
Stanton Stanton, KY 24 811,306
Abernathy Abernathy, TX 24 634,711
Pembroke Pembroke, KY 24 805,688
Meadowview Greenville, AL 24 654,771
Town Branch Mt. Vernon, KY 24 782,785
Fox Run Ragland, AL 24 787,559
Maple Sreet Emporium, PA 32 1,375,808
Manchester Manchester, GA 18 595,744
------------
$20,519,847
============


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, 1998

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 29,155 576,296 546,107
Elm Creek 71,360 233,390 871,910
Marionville 24,900 409,497 262,323
Lamar 18,000 202,240 684,085
Mt. Glen 23,500 480,064 554,647
Centreville 36,000 220,952 716,883
Skyview 120,000 220,161 1,054,966
Sycamore 64,408 415,748 1,297,541
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 2,231
Maple Sreet 85,000 1,178,856 437,336
Manchester 24,100 711,035 2,390
----------- ------------ ------------
$1,106,834 $13,140,244 $11,546,814
=========== ============ ============


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, 1998


SERIES 9
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
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 1,065,277 1,151,558
Elm Creek 128,817 1,047,843 1,176,660
Marionville 88,439 608,281 696,720
Lamar 18,000 886,325 904,325
Mt. Glen 23,500 1,034,711 1,058,211
Centreville 36,000 937,835 973,835
Skyview 120,000 1,275,127 1,395,127
Sycamore 64,600 1,713,097 1,777,697
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 47,467 921,527 968,994
Maple Sreet 85,000 1,616,192 1,701,192
Manchester 27,200 710,325 737,525
----------- ------------ ------------
$1,277,681 $24,516,211 $25,793,892
=========== ============ ============

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, 1998

SERIES 9
Apartment Properties

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

Jay 161,754 5.0-25.0
Boxwood 175,361 5.0-25.0
Stilwell 3 121,037 5.0-25.0
Arbor Trace 113,027 10.0-30.0
Arbor Trace 2 225,244 10.0-30.0
Omega 210,009 5.0-50.0
Cornell 2 232,168 5.0-30.0
Elm Creek 233,954 5.0-27.5
Marionville 158,547 7.0-27.5
Lamar 191,459 5.0-25.0
Mt. Glen 210,860 7.0-27.5
Centreville 177,087 5.0-40.0
Skyview 143,808 5.0-40.0
Sycamore 204,082 12.0-40.0
Bradford 133,698 5.0-40.0
Cedar Lane 167,306 5.0-40.0
Stanton 166,263 5.0-40.0
Abernathy 167,029 5.0-25.0
Pembroke 134,128 7.0-40.0
Meadowview 113,851 5.0-40.0
Town Branch 113,586 7.0-40.0
Fox Run 145,944 7.0-27.5
Maple Sreet 187,605 7.0-40.0
Manchester 108,458 5.0-27.5
-----------
$3,996,265
===========


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, 1998

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

Redstone Challis, ID 24 855,515
Albany Albany, KY 24 789,703
Oak Terrace Bonifay, FL 18 549,685
Wellshill West Liberty, KY 32 1,091,411
Applegate Florence, AL 36 1,118,915
Heatherwood Alexander City, AL 36 919,897
Peachtree Gaffney, SC 28 1,013,028
Donna Donna, TX 50 1,442,372
Wellsville Wellsville, NY 24 1,077,114
Tecumseh Tecumseh, NE 24 874,310
Clay City Clay City, KY 24 820,019
Irvine West Irvine, KY 24 816,515
New Castle New Castle, KY 24 813,889
Stigler Stigler, OK 20 598,766
Courtyard Huron, SD 21 652,135
------------
$13,433,274
============

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

Redstone 24,000 747,591 347,823
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 9,152
Tecumseh 20,000 1,038,151 2,825
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 12,000 465,936 287,531
----------- ------------ ------------
$665,025 $15,895,561 $918,085
=========== ============ ============


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, 1998


SERIES 10
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Redstone 7,600 1,111,814 1,119,414
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 1,295,541 1,333,541
Tecumseh 20,000 1,040,976 1,060,976
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 71,331 694,136 765,467
----------- ------------ ------------
$707,956 $16,770,715 $17,478,671
=========== ============ ============


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

Redstone 215,074 7.0-27.5
Albany 168,223 5.0-40.0
Oak Terrace 108,448 5.0-27.5
Wellshill 166,117 5.0-40.0
Applegate 175,130 5.0-40.0
Heatherwood 168,930 5.0-40.0
Peachtree 123,397 5.0-40.0
Donna 161,069 7.0-50.0
Wellsville 251,125 7.0-27.5
Tecumseh 121,539 5.0-50.0
Clay City 127,271 5.0-40.0
Irvine West 131,014 5.0-40.0
New Castle 116,208 5.0-40.0
Stigler 93,760 5.0-25.0
Courtyard 111,299 5.0-40.0
-----------
$2,238,604
===========


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, 1998

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

Homestead Pinetop, AZ 32 1,327,254
Mountain Oak Collinsville, AL 24 695,114
Eloy Eloy, AZ 24 650,802
Gila Bend Gila Bend, AZ 36 977,455
Creekstone Dallas, GA 40 1,065,469
Tifton Tifton, GA 36 978,446
Cass Towne Cartersville, GA 10 161,417
Warsaw Warsaw, VA 56 2,690,759
Royston Royston, GA 25 750,664
Red Bud Mokane, MO 8 240,804
Cardinal Mountain Home, AR 32 104,859
Parsons Parsons, KS 38 1,100,463
------------
$10,743,506
============


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

Homestead 126,000 1,628,502 0
Mountain Oak 30,000 473,033 376,391
Eloy 12,000 882,913 29,952
Gila Bend 18,000 945,233 311,414
Creekstone 130,625 170,655 1,707,324
Tifton 17,600 192,853 1,469,254
Cass Towne 22,690 301,458 172
Warsaw 146,800 3,200,738 5,341
Royston 36,000 785,602 113,727
Red Bud 5,500 295,617 0
Cardinal 15,793 424,616 69,400
Parsons 45,188 953,512 329,861
----------- ------------ ------------
$606,196 $10,254,732 $4,412,836
=========== ============ ============


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, 1998


SERIES 11
Apartment Properties
Gross Amount At Which Carried At December 31, 1998
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----

Homestead 126,000 1,628,502 1,754,502
Mountain Oak 30,000 849,424 879,424
Eloy 12,000 912,865 924,865
Gila Bend 18,000 1,256,647 1,274,647
Creekstone 130,650 1,877,954 2,008,604
Tifton 17,327 1,662,380 1,679,707
Cass Towne 22,690 301,630 324,320
Warsaw 146,800 3,206,079 3,352,879
Royston 36,000 899,329 935,329
Red Bud 5,500 295,617 301,117
Cardinal 15,793 494,016 509,809
Parsons 38,437 1,290,124 1,328,561
----------- ------------ ------------
$599,197 $14,674,567 $15,273,764
=========== ============ ============



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

Homestead 189,343 5.0-40.0
Mountain Oak 138,041 5.0-27.5
Eloy 134,200 5.0-27.5
Gila Bend 201,417 5.0-40.0
Creekstone 219,092 7.0-27.5
Tifton 131,458 5.0-25.0
Cass Towne 34,009 7.0-27.5
Warsaw 424,543 7.0-27.5
Royston 92,102 7.0-40.0
Red Bud 26,174 7.0-40.0
Cardinal 43,802 7.0-27.5
Parsons 111,214 12.0-40.0
-----------
$1,745,395
===========


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

SERIES 7

Balance at beginning of period -
December 31, 1997 $45,226,651
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 130,382
Other 0
---------
130,382
Deductions during period:
Cost of real estate sold 101,998
Other 0
--------- (101,998)
-----------

Balance at end of period -
December 31, 1998 $45,255,035

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 7,267,152

Current year expense 1,523,497
Less Accumulated Depreciation of
real estate sold (101,998)
Other 0
-----------

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

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

Series 8
Balance at beginning of period -
December 31, 1997 $47,211,604
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 42,656
Improvements, etc. 0
Other 0
-------
42,656
Deductions during period:
Cost of real estate sold
Other


Balance at end of period -
December 31, 1998 $47,254,226
===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $6,410,571

Current year expense 1,602,508
Less Accumulated Depreciation of (34)
real estate sold 0
Other
-----------
Balance at end of period -
December 31, 1998 $8,013,045
===========

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

Series 9
Balance at beginning of period -
December 31, 1997 $25,748,121
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 45,898
Improvements, etc. 0
Other 0
-------
45,898
Deductions during period:
Cost of real estate sold 127
Other 0
------
127
-----------
Balance at end of period -
December 31, 1998 $25,793,892
===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $3,111,495

Current year expense 884,897
Less Accumulated Depreciation of (127)
real estate sold 0
Other
----------
Balance at end of period -
December 31, 1998 $3,996,265


==========

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

Series 10
Balance at beginning of period -
December 31, 1997 $17,439,595
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 42,261
Improvements, etc. 0
Other 0
------
42,261
Deductions during period:
Cost of real estate sold 3,182
Other 0
--------
(3,182)
----------
Balance at end of period -
December 31, 1998 $17,478,671
===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $1,734,926

Current year expense 506,860
Less Accumulated Depreciation of
real estate sold (3,182)
Other 0
----------
Balance at end of period -
December 31, 1998 $2,238,604
==========

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

Series 11
Balance at beginning of period -
December 31, 1997 $15,231,633
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 42,131
Improvements, etc. 0
Other 0
------
42,131
-----------
Deductions during period:
Cost of real estate sold
Other


Balance at end of period -
December 31, 1998 $15,273,764
===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1997 $1,240,103

Current year expense 507,455
Less Accumulated Depreciation of (2,163)
real estate sold 0
Other
---------
Balance at end of period -
December 31, 1998 $1,745,395


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

SERIES 7
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Nottingham 18 590,344 7.75% 4,041 50
Cedar Hollow 24 765,546 7.75% 5,115 50
Sunrise 44 2,040,082 7.25% 12,842 50
Mountain City 40 1,323,290 7.75% 8,853 50
Burbank 24 809,231 8.25% 5,725 50
Washington 24 802,629 8.25% 5,674 50
BrookStone 40 1,212,214 6.50% 6,970 50
Tazewell 44 1,413,028 7.25% 8,916 50
N. Irvine 24 795,611 7.75% 5,311 50
Horton 24 772,551 7.75% 5,160 50
Manchester 42 1,218,985 6.50% 6,991 50
Waynesboro 24 680,621 6.50% 3,899 50
Lakeland II 30 840,189 7.25% 5,290 50
Mt. Vernon 24 748,890 6.50% 4,294 50
Meadow Run 48 1,444,671 6.50% 8,284 50
Spring Creek II 24 676,311 6.50% 3,835 50
Warm Springs 22 679,900 7.25% 4,276 50
Blue Ridge 41 1,104,018 7.25% 2,372 50
Walnut 24 827,098 7.75% 5,528 50
Pioneer 48 1,214,939 8.25% 8,516 50
Dilley 28 727,569 8.25% 5,143 50
Elsa 40 1,043,294 7.75% 6,976 50
Clinch View 42 1,475,030 8.75% 11,046 50
Jamestown 40 1,231,338 7.25% 7,770 50
Leander 36 921,314 7.75% 6,755 50
Louisa Sr. 36 1,205,228 7.25% 7,622 50
Orchard Commons 12 365,869 7.75% 2,676 50
Vardaman 24 737,376 7.25% 4,634 50
Heritage Park 32 1,251,387 7.75% 8,360 50
BrooksHollow 40 1,195,314 6.50% 6,854 50
Cavalry Crossing 40 1,427,155 7.75% 9,545 50
Carson City 24 795,845 7.25% 5,005 50
Matteson 24 769,608 7.25% 4,845 50
Pembroke 16 518,142 7.25% 3,296 50
Robynwood 24 791,731 7.25% 5,078 50
Atoka 24 687,991 7.25% 4,392 50
Coalgate 24 687,032 7.25% 4,384 50
Hill Creek 24 786,481 6.50% 4,491 50
Cardinal 32 160,729 6.50% 948 50
----------
36,738,581



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

SERIES 8
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Purdy 16 465,750 7.75% 5,242 50
Galena 24 613,960 7.25% 6,410 50
Antlers 2 24 649,395 7.25% 4,174 50
Holdenville 24 736,565 6.50% 4,267 50
Wetumka 24 670,987 6.50% 3,911 50
Mariners Cove 32 1,045,139 7.25% 6,572 50
Mariners Cove Sr. 24 809,456 7.25% 5,105 50
Antlers 36 1,101,452 7.25% 6,938 50
Bentonville 24 608,105 7.75% 4,835 45
Deerpoint 24 765,330 7.75% 5,250 50
Aurora 28 733,674 7.25% 7,652 50
Baxter 16 435,182 6.50% 4,086 50
Arbor Gate 24 764,378 6.50% 4,380 50
Timber Ridge 24 742,376 7.25% 4,679 50
Concordia Sr. 24 692,070 6.50% 3,963 50
Mountainburg 24 723,145 6.50% 4,162 50
Lincoln 25 894,477 8.25% 6,330 50
Fox Ridge 24 750,081 7.25% 4,732 50
Meadow View 16 596,898 7.25% 3,757 50
Sheridan 16 616,466 8.25% 3,527 50
Morningside 32 982,148 7.25% 6,177 50
Grand Isle 16 947,142 8.25% 6,703 50
Meadowview 29 790,632 7.25% 5,243 39
Taylor 44 1,261,781 7.50% 7,223 50
Brookwood 44 1,484,151 6.50% 8,499 50
Pleasant Valley 33 1,109,561 7.25% 6,978 50
Reelfoot 20 664,556 7.25% 4,234 50
River Rest 34 1,156,481 7.25% 7,256 50
Kirskville 24 688,687 7.25% 4,320 50
Cimmaron 24 840,838 10.75% 4,905 50
Kenton 46 1,440,868 7.25% 9,045 50
Lovingston 64 2,257,075 7.00% 12,917 50
Pontotoc 36 1,111,312 7.25% 6,927 50
So. Brenchley 30 1,247,579 7.25% 7,728 50
Hustonville 16 531,024 6.50% 3,062 50
Northpoint 24 905,202 7.25% 5,700 50
Brooks Field 32 963,423 7.25% 6,046 50
Brooks Lane 36 1,111,029 7.25% 6,954 50
Brooks Point 41 1,377,336 7.25% 8,613 50
Brooks Run 24 764,535 7.25% 4,786 50
Logan Heights 24 790,322 7.25% 4,960 50
Lakeshore 2 36 1,159,692 7.75% 7,716 50
Cottondale 25 768,216 7.75% 5,115 50
----------

38,768,476


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

SERIES 9
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Jay 24 658,831 7.25% 4,167 50
Boxwood 24 630,749 6.50% 3,666 50
Stilwell 3 16 473,945 7.25% 3,038 50
Arbor Trace 24 748,494 7.25% 4,700 50
Arbor Trace 2 42 1,471,296 7.25% 9,235 50
Omega 36 1,143,697 7.25% 7,193 50
Cornell 2 24 931,755 7.25% 5,862 50
Elm Creek 24 963,727 7.25% 6,060 50
Marionville 20 571,386 6.50% 5,308 50
Lamar 24 724,108 7.25% 4,593 50
Mt. Glen 24 836,957 6.50% 4,797 50
Centreville 24 796,145 7.25% 4,998 50
Skyview 36 1,144,506 7.25% 7,199 50
Sycamore 40 1,427,544 7.25% 8,979 50
Bradford 24 798,175 7.03% 5,008 50
Cedar Lane 24 750,160 6.50% 4,383 50
Stanton 24 811,306 7.25% 5,120 50
Abernathy 24 634,711 6.50% 3,673 50
Pembroke 24 805,688 7.25% 5,070 50
Meadowview 24 654,771 0.50% 3,006 20
Town Branch 24 782,785 7.25% 4,973 50
Fox Run 24 787,559 6.50% 4,510 50
Maple Street 32 1,375,808 7.25% 8,632 50
Manchester 18 595,744 7.25% 3,740 50
----------

20,519,847


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

SERIES 10
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Redstone 24 855,515 6.50% 4,905 50
Albany 24 789,703 6.50% 4,570 50
Oak Terrace 18 549,685 6.50% 3,150 50
Wellshill 32 1,091,411 7.25% 6,843 50
Applegate 36 1,118,915 0.50% 4,937 20
Heatherwood 36 919,897 0.50% 4,301 20
Peachtree 28 1,013,028 7.25% 6,379 50
Donna 50 1,442,372 6.50% 8,252 50
Wellsville 24 1,077,114 6.50% 6,316 50
Tecumseh 24 874,310 7.25% 5,481 50
Clay City 24 820,019 7.25% 5,158 50
Irvine West 24 816,515 7.25% 5,137 50
New Castle 24 813,889 7.25% 5,131 50
Stigler 20 598,766 7.25% 3,764 50
Courtyard 21 652,135 6.50% 3,729 50
---------


13,433,274

SERIES 11
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ----- ------- -------- ------- ------
Homestead 32 1,327,254 6.50% 7,411 50
Mountain Oak 24 695,114 8.00% 2,745 50
Eloy 24 650,802 6.00% 3,460 50
Gila Bend 36 977,455 8.00% 6,428 50
Creekstone 40 1,065,469 11.00% 5,235 30
Tifton 36 978,446 0.00% 2,077 42
Cass Towne 10 161,417 3.00% 1,417 10
Warsaw 56 2,690,759 6.50% 15,387 50
Royston 25 750,664 6.75% 4,414 50
Red Bud 8 240,804 7.25% 1,458 50
Cardinal 32 104,859 6.50% 1,348 50
Parsons 38 1,100,463 8.00% 6,243 50
----------

10,743,506



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



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

SIGNATURES


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


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




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



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


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