CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

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

For the fiscal year ended March 25, 1996

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - --- ACT OF 1934

Commission File Number 0-13782

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP
---------------------------------------------------
(Exact names of registrant as specified in their charter)

Massachusetts 13-3228969
- - ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

625 Madison Avenue, New York, New York 10022
- - ---------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 421-5333

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Title of Class
--------------
Initial Limited Partnership Interests

Title of Class
--------------
Additional Limited Partnership Interests

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 is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

DOCUMENTS INCORPORATED BY REFERENCE
None

Page 1 of 227

PART I

Item 1. Busine(section)

General

Cambridge Advantaged Properties Limited Partnership (formerly Hutton
Advantaged Properties Limited Partnership) (the "Partnership") is a limited
partnership which was formed under the laws of the Commonwealth of
Massachusetts on June 28, 1984. The General Partners of the Partnership are
Assisted Housing Associates Inc. (formerly Cambridge Assisted Housing
Associates Inc.) (the "Assisted General Partner"), a Delaware corporation,
Related Beta Corporation (the "Related General Partner"), a Delaware
corporation and an affiliate of The Related Companies, L.P. ("Related"), a New
York limited partnership, and Cambridge/Related Associates Limited Partnership
(formerly Hutton/Related Associates Limited Partnership) ("C/R Special"), a
Massachusetts limited partnership. The general partners of Cambridge/Related
Associates are the Assisted General Partner and the Related General Partner.
The General Partners manage and control the affairs of the Partnership. See
Item 10, Directors and Executive Officers of the Registrant, below.

Effective May 19, 1994, the Partnership's name was changed to Cambridge
Advantaged Properties Limited Partnership.

On August 9, 1984, pursuant to a prospectus dated August 9, 1984 as
supplemented by the supplements thereto dated September 7, 1984, October 5,
1984 and November 20, 1984 (as so supplemented the "Prospectus"), the
Partnership commenced a public offering (the "Offering", as so supplemented).
Pursuant to the Offering, the Partnership issued 6,674 Units in 1984, each
Unit consisting of one Initial Limited Partnership Interest and one Warrant to
purchase an Additional Limited Partnership Interest during the period from
January 1, 1985 through January 25, 1985, and 5,400 Additional Limited
Partnership Interests in 1985. The Partnership received $53,754,300 (net of
offering expenses and sales commissions of $6,615,700) as a result of the
Offering. The Offering was completed in March 1985 and no further issuance of
Additional Limited Partnership Interests is anticipated.

The Partnership was formed to invest, as a limited partner, in other
limited partnerships (referred to herein as "Local Partnerships" or
"subsidiary partnerships"), each of which owns or leases and operates an
existing residential housing development (an "Apartment Complex") which is
receiving some form of local, state or federal assistance, including, without
limitation, mortgage insurance, rental assistance payments, permanent mortgage
financing and/or interest reduction payments ("Government Assistance"). In
acquiring its interests in the Local Partnerships ("Local Partnership
Interests"), the Partnership's investment objectives are, to:

(1) provide current tax benefits in the form of tax losses which Limited
Partners may use to offset taxable income from other sources;

(2) provide long-term capital appreciation through an increase in the
value of the Partnership's investments in Local Partnerships;

(3) provide cash distributions from sale or refinancing transactions; and

(4) preserve and protect the Partnership's capital.

Federal, state and local government agencies have provided significant
incentives in order to stimulate private investment in government assisted
housing. Notwithstanding these incentives, there remain significant risks.
These risks include, but are not limited to, the uncertainty as to the
financial strength and expertise of the general partners of the Local
Partnerships ("Local General Partners"); the long-term nature of investments
in government-assisted housing which limits the ability of the Partnership to
vary its investment portfolio in response to changing economic, financial and
investment conditions; and changes in local economic circumstances and housing
patterns which have an impact on real estate values. Apartment Complexes
benefiting from Government Assistance also

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require greater management expertise and may have higher operating expenses than
conventional apartment buildings. See Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations.

Further information concerning the Government Assistance Programs in which
the Local Partnerships participate is contained in the Prospectus under the
heading "Government Programs". See Item 2, Properties, below.

The Local Partnership Interests owned by the Partnership were acquired
from unaffiliated sellers. The Partnership became the principal limited
partner in these Local Partnerships pursuant to local limited partnership
agreements entered into with the Local General Partners. As a limited partner,
the Partnership's liability for obligations of the Local Partnerships is
limited to its investment. The Local General Partners of the Local
Partnerships retain responsibility for maintaining, operating and managing the
Apartment Complexes. The Partnership is a limited partner, with an ownership
interest of 98.99% in all 61 subsidiary partnerships.

Each Local Partnership also has a special limited partner (the "Local
Affiliated Partner") either C/R Special or another affiliate of the General
Partners, which, under certain circumstances, has the right to replace the
Local General Partners of the Local Partnership and also has certain rights
with respect to voting on or approving of certain matters, including the sale
of the Apartment Complex. These rights were given to the Local Affiliated
Partner rather than the Partnership so as to avoid claims that by the
existence or exercise of such rights, the Partnership was taking part in the
control of the Local Limited Partnerships' operations and should thereby incur
liability as a General Partner of the Local Partnerships. The Local Affiliated
Partner has agreed to exercise these rights as a fiduciary of the Limited
Partners of the Partnership.

The Partnership purchased the Local Partnership Interests for a purchase
price consisting in each case of a cash down payment, a deferred cash payment
due in April of 1985 (evidenced by an Installment Promissory Note) and a
Purchase Money Note, generally secured by the Local Partnership Interest. The
cash payments were made in part as the purchase price of the Local Partnership
Interests and in part as capital contributions to the Local Partnerships. Such
contributions were generally used by the Local Partnership to pay partnership
management fees to the Local General Partners, fees to the Local General
Partners for guaranteeing the funding of operating deficit loans (generally
for a period of three to five years and subject to a maximum amount), and
Administrative Services Fees to the Local Affiliated Partner.

The Purchase Money Notes have a basic term of 12 years, however, 3
one-year extensions may be obtained upon the election of the General Partners
(except that there are four one-year extensions with respect to the Claremont
Local Partnerships). The Purchase Money Notes generally bear interest at a
compounded rate during the earlier years of their term (typically the first 4
or 5 years) and thereafter, simple interest will be payable on the unpaid
principal amount thereof and accrued interest thereon. The Purchase Money
Notes typically bear interest at a rate of between 9% and 10% per annum
(except that the Purchase Money Note with respect to Cabarrus Arms Associates
bears interest at 12% per annum) during their entire term. Interest on each
Purchase Money Note issued by the Partnership is payable currently only to the
extent of 60% of the distributions of Cash Flow received by the Partnership
from the related Local Partnership. Continued accrual of such interest, beyond
the initial term of 4 or 5 years without payment, would reduce the effective
rate of interest. In general, the interest and principal of each Purchase
Money Note is also payable to the extent of the Partnership's actual receipt
of proceeds of the sale or refinancing of the Apartment Complex or, in some
cases, the Local Partnership Interest to which the Purchase Money Note
relates. The Purchase Money Notes are without personal recourse to either the
Partnership or any of its partners, and upon a default, the only remedy which
the holder of a Purchase Money Note has is to foreclose on his security
interest in the Local Partnership Interest. A Purchase Money Note will be in
default if the Partnership fails to pay to the holder thereof the amounts due
as and when set forth above.

For four Local Partnerships, the principal on the Purchase Money Note
includes the mortgage indebtedness to which the Apartment Complex owned by the
Local Partnership is subject. For each such Local Partnership, the holder of
the Purchase Money Note is obligated to make installment payments of principal
and interest due on the underlying mortgage so long as the Partnership is not
in default in payment of the Purchase Money Note (or under the terms of the
applicable security agreement). See Item 2, Properties, below.

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The Tax Reform Act of 1986 (the "TRA") provides that commencing in 1991,
the passive losses generated by the Partnership can only be used to shelter
passive income or, in the alternative, may be carried forward to offset a
gain, if any, upon the sale of properties.

The General Partners will carefully analyze the opportunities available
upon the expiration of the properties' contracts with the United States
Department of Housing and Urban Development ("HUD"), as well as the tax
consequences of each option to investors. Prior to expiration of the
properties' HUD contracts, and based on the historical operating results and
current economic conditions including changes in tax laws, it is uncertain as
to whether there would be a return to the investors upon the sale of the
applicable properties in the Partnership's portfolio.

In order to maintain the existing inventory of affordable housing,
Congress passed the Emergency Low Income Preservation Act of 1987, the
Low-Income Housing Preservation and Resident Homeownership Act of 1990
(together the "Preservation Acts") and the Housing Opportunity Program
Extension Act of 1996 (the "1996 Act"). In exchange for eliminating the owners
right to prepay the HUD mortgage and convert the property to market rate use,
the Preservation Acts provide financial incentives for owners of government
assisted properties. The 1996 Act provides financial assistance by funding the
sale of such properties to not-for-profit owners and also restores the owners
ability to prepay their HUD mortgage and convert the property to condominiums
or market-rate rental housing.

The following eight Local Partnerships filed a "Notice of Intent to
Prepay": Lansing, MI - Cranbrook Manor Apts., Romulus, MI - Oakbrook Villa
Apts., New Bedford, MA - Buttonwood Acres, Wyandotte, MI - Villa Apollo
Associates Limited Partnership and Villa Apollo # 2 Limited Partnership, South
Dartmouth, MA - Solemar, Sterling Heights, MI - Carlton Terrace Apartments,
and San Diego, CA - Lancaster Manor Apartments. The process of obtaining the
financial incentives begins with the Notice of Intent and takes approximately
24 months to complete.

Funding for the Preservation Acts and the 1996 Act is subject to
appropriations by Congress. Congress funded $624 million in fiscal year 1996
for the preservation of housing. No preservation funds have been requested by
HUD nor has Congress allocated such funds for the 1997 Fiscal Year.

The Partnership entered into negotiations to sell four properties (Villa
Apollo and Villa Apollo #2, Carlton Terrace and Lancaster Manor) for an
aggregate selling price of approximately $33,590,000. The net proceeds will be
used to satisfy the existing mortgage debt of approximately $12,800,000. The
balance of the proceeds will be used to settle the purchase money notes and
accrued interest with the balance, if any, available for general partnership
purposes. No assurance can be given that the transactions contemplated will
close.

Competition

The real estate business is highly competitive and each of the Local
Partnerships in which the Partnership has invested owns an Apartment Complex
which must compete for tenants with other rental housing in its area. However,
the rental assistance and the preferred interest rates on mortgage financing
generally make it possible to offer the apartments to eligible tenants at a
cost to the tenant significantly below the market rate for comparable
conventionally financed apartments in the area.

Employees

The Partnership does not have any employees. All services are performed
for the Partnership by its General Partners and their affiliates. The General
Partners receive compensation in connection with such activities as set forth
in Items 11 and 13 herein. In addition, the Partnership reimburses the General
Partners and certain of their affiliates for expenses incurred in connection
with the performance by their employees of services for the Partnership in
accordance with the Partnership Agreement.

-4-

Item 2. Properties.

The Partnership holds a 98.99% limited partnership interest in each of
sixty-one Local Partnerships, which own sixty-one Apartment Complexes
receiving Government Assistance. Set forth below is certain information
concerning the Apartment Complexes and their operations and finances. See
Schedule III to the financial statements included herein for additional
information pertaining to the Apartment Complexes.

Each of the Local Partnerships owns one Apartment Complex. The Apartment
Complexes are located in Alabama (15), Arkansas (8), California (2), Colorado
(2), Florida (1), Georgia (3), Indiana (3), Kentucky (1), Massachusetts (3),
Michigan (10), North Carolina (2), Oregon (2), South Carolina (1), Texas (6),
Virginia (1) and Washington (1).

The 61 Apartment Complexes owned by the Local Partnerships contain a total
of 8,012 rental units. The largest of the Apartment Complexes consists of 352
units; the smallest Apartment Complex contains 49 units. Construction of each
Apartment Complex was completed between 1970 and 1983.

The Apartment Complexes are occupied by low, moderate and middle-income
tenants, some of whom are elderly. Each Apartment Complex, except for the
Apartment Complexes owned by Saraland Apartments, Ltd., Park of Pecan I, Ltd.
and Park of Pecan II, Ltd., is located in the vicinity of other housing
developments receiving Government Assistance.

All of the Apartment Complexes are subject to existing permanent first
mortgages (the "Mortgage Loans"). In some cases the Apartment Complexes are
also subject to supplemental mortgages (the "Supplemental Mortgage Loans").
See Schedule III.

LOCAL PARTNERSHIP SCHEDULE

Government Percentage of Units
Assistance Occupied at December 31,
Year ----------------- --------------------------------------
Name and Location (Number of Units) Completed HUD Programs(a) 1995 1994 1993 1992 1991
- - ----------------------------------- --------- ----------------- ----- ---- ---- ---- ----

Knollwood I 1978 (section)221(d)(4) 98% 98% 97% 97% 98%
Mobile, Alabama (192)

Knollwood II 1979 (section)221(d)(4) 99% 99% 97% 97% 97%
Mobile, Alabama (192)

Knollwood III 1981 (section)221(d)(4) 99% 99% 96% 96% 98%
Mobile, Alabama (192)

Knollwood, IV 1983 (section)221(d)(4) 97% 97% 96% 96% 97%
Mobile, Alabama (128)

Parklane II 1977 (section)221(d)(4) 98% 97% 99% 99% 98%
Mobile, Alabama (140)

Cedarbay 1981 (section)221(d)(4) 89% 90% 93% 99% 96%
Mobile, Alabama (112)

Northwoods III Apts. 1982 (section)221(d)(4) 99% 97% 97% 97% 99%
Pensacola, Florida (112)

Westminster Manor Apts. 1972 (section)221(d)(4) 97% 97% 96% 96% 91%
Arvada, Colorado (280) HAP

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LOCAL PARTNERSHIP SCHEDULE (Continued)

Government Percentage of Units
Assistance Occupied at December 31,
Year ----------------- --------------------------------------
Name and Location (Number of Units) Completed HUD Programs(a) 1995 1994 1993 1992 1991
- - ----------------------------------- --------- ----------------- ----- ---- ---- ---- ----

Northgate Townhouse Apts. 1977 (section)221(d)(4) 95% 96% 98% 98% 96%
Thornton, Colorado (184) HAP

Hackley Village 1971 (section)236 100% 100% 100% 100% 100%
Muskegon, Michigan (54) HAP

Huntley #1 1972 (section)236 99% 99% 99% 99% 97%
Holt, Michigan (88) HAP

Huntley #2 1973 (section)236 98% 98% 98% 98% 98%
Holt, Michigan (72) HAP

Seymour O'Brien Manor Apts. 1972 (section)236 98% 100% 99% 99% 94%
Seymour, Indiana (56) HAP

Washington Highland Apts. 1972 (section)236 99% 100% 98% 98% 87%
Washington, Indiana (56) HAP

Vincennes Niblack Apts. 1972 (section)236 98% 97% 97% 97% 89%
Vincennes, Indiana (144) HAP

Casa Ramon Apartments 1974 (section)236 100% 100% 98% 98% 97%
Orange, California (75) HAP

Nu-Elm Apartments 1972 (section)236 99% 98% 96% 96% 98%
Springfield, Missouri (72) HAP

Buttonwood Acres 1973 (section)236 96% 96% 100% 100% 94%
New Bedford, Massachusetts (132) HAP(b)

Rockdale West 1974 (section)236 97% 96% 99% 99% 94%
New Bedford, Massachusetts (225) HAP(b)

Solemar 1976 (c) 96% 95% 100% 100% 91%
South Dartmouth, Massachusetts (200)

Decatur Apartments 1971 (section)236 89% 95% 96% 96% 99%
Decatur, Alabama (100) HAP

Florence Apartments 1973 (section)236 95% 98% 99% 99% 99%
Florence, Alabama (96)

Saraland Apartments 1972 (section)236 98% 98% 100% 100% 99%
Saraland, Alabama (60) HAP

University Garden Apts. 1971 (section)236 100% 100% 100% 100% 100%
Waxahachie, Texas (104)

Southside Village Apts. 1972 (section)236 99% 99% 95% 95% 96%
Brownwood, Texas (104) HAP

Dickens Ferry Apartments 1972 (section)236 95% 96% 96% 99% 98%
Mobile, Alabama (80) HAP

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LOCAL PARTNERSHIP SCHEDULE (Continued)

Government Percentage of Units
Assistance Occupied at December 31,
Year ----------------- --------------------------------------
Name and Location (Number of Units) Completed HUD Programs(a) 1995 1994 1993 1992 1991
- - ----------------------------------- --------- ----------------- ----- ---- ---- ---- ----

Bonnie Doone Apartments 1972 (section)236 94% 98% 96% 98% 99%
Athens, Alabama (60) HAP

Conifer 208 (Conifer Village) 1972 (section)236 98% 98% 98% 98% 98%
Spokane, Washington (64) HAP

Conifer 307 (Fircrest) 1973 (section)236 96% 97% 98% 98% 97%
Beaverton, Oregon (60) HAP

Conifer 317 (Pinewood) 1974 (section)236 94% 95% 94% 94% 94%
Hillsboro, Oregon (50)

Bicentennial Apts. 1976 (section)221(d)(4) 71% 79% 77% 77% 74%
Houston, Texas (292)

Bellfort Apts. 1979 (section)221(d)(4) 94% 91% 90% 90% 91%
Houston, Texas (272) HAP

Cloisters (Sundown) 1974 (section)236 99% 99% 99% 99% 99%
Birmingham, Alabama (192) HAP

Cabarrus Arms 1974 (section)236 94% 93% 93% 92% 96%
Kannapolis, North Carolina (76) HAP

Summer Arms Apts. 1974 (section)236 96% 98% 97% 97% 96%
Sumter, South Carolina (100) HAP

Lexington Village 1973 (section)236 100% 100% 94% 94% 98%
Conyers, Georgia (108) HAP

Ware Manor 1971 (section)236 99% 99% 100% 100% 99%
Waycross, Georgia (84) HAP

Nottingham Woods Apts. 1974 (section)236 99% 99% 98% 98% 98%
Oxford, Alabama (144)

Hathaway Court 1974 (section)236 96% 98% 98% 98% 98%
Covington, Kentucky (159) HAP

Tall Pines 1972 (section)236 98% 99% 95% 95% 91%
La Grange, Georgia (115) HAP

Shelton Beach Apts. 1975 (section)221(d)(4) 97% 96% 92% 92% 97%
Saraland, Alabama (112)

Northpointe II 1978 (section)221(d)(4) 98% 97% 95% 95% 98%
Saraland, Alabama (80)

Caroline Forest Apts. 1973 (section)236 99% 100% 98% 98% 99%
Salem, Virginia (72)

Park of Pecan I 1979 (section)221(d)(4) 90% 91% 100% 100% 100%
Rosenberg, Texas (137)

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LOCAL PARTNERSHIP SCHEDULE (Continued)

Government Percentage of Units
Assistance Occupied at December 31,
Year ----------------- --------------------------------------
Name and Location (Number of Units) Completed HUD Programs(a) 1995 1994 1993 1992 1991
- - ----------------------------------- --------- ----------------- ----- ---- ---- ---- ----

Park of Pecan II 1978 (section)221(d)(4) 88% 90% 100% 100% 100%
Rosenberg, Texas (136)

Villa Apollo No. 1 1971 (section)236 95% 94% 97% 97% 98%
Brownstown Township, Michigan (112) HAP

Carlton Terrace Apartments 1973 (section)236 99% 100% 99% 99% 96%
Sterling Heights, Michigan (300)

Cranbrook Manor Apartments 1970 (section)236 93% 96% 95% 95% 92%
Lansing, Michigan (136) HAP

Oakbrook Villa Apartments 1970 (section)236 94% 94% 97% 97% 94%
Romulus, Michigan (352) HAP

Pebble Creek 1973 (section)236 100% 100% 97% 97% 98%
East Lansing, Michigan (186)

Villa Apollo No. 2 1971 (section)236 93% 91% 97% 97% 97%
Brownstown Township, Michigan (286) HAP

Greenwood Manor 1974 (section)236 99% 93% 96% 96% 99%
Pine Bluff, Arkansas (64) HAP

Malvern Manor 1974 (section)236 97% 99% 100% 100% 100%
Malvern, Arkansas (50) HAP

Hereford Manor 1973 (section)236 98% 99% 98% 98% 95%
Siloam Springs, Arkansas (50) HAP

Henslee Heights 1974 (section)236 99% 98% 99% 99% 100%
Pine Bluff, Arkansas (78) HAP

Oakwood Manor 1972 (section)236 96% 95% 88% 88% 92%
Little Rock, Arkansas (200) HAP

West Scenic Apartments 1971 (section)236 97% 98% 97% 97% 95%
North Little Rock, Arkansas (150)

Robindale East Apartments 1974 (section)236 92% 88% 93% 93% 97%
Blytheville, Arkansas (88) HAP

Southwest Apartments 1970 (section)236 98% 100% 98% 98% 97%
Little Rock, Arkansas (49) HAP

Valley Arms 1975 (section)236 76% 76% 90% 90% 97%
Statesville, North Carolina (100) HAP

Lancaster Manor 1970 (section)221(d)(3) 100% 99% 100% 100% 100%
San Diego, California (248)

(a) The Partnership invested in Local Partnerships owning existing
Apartment Complexes which receive either Federal or state subsidies. HUD
through FHA, administers a variety of subsidies for low and

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moderate-income housing. FMHA administers similar housing programs for non
urban areas. The Federal programs generally provide one or a combination of the
following forms of assistance: (i) mortgage loan insurance, (ii) rental
subsidies, (iii) reduction of mortgage interest payments.

i) HUD provides mortgage insurance for rental housing projects pursuant to
a number of sections of Title II of the National Housing Act ("NHA"),
including Section 236, Section 221(d)(4), Section 221(d)(3) and Section 220.
Under all of these programs, HUD will generally provide insurance equal to
100% of the total replacement cost of the project to non profit owners and 90%
of the total replacement cost to limited-distribution owners. Mortgages are
provided by institutions approved by HUD, including banks, savings and loan
companies and local housing authorities. Section 221(d)(4) of NHA provides for
federal insurance of private construction and permanent mortgage loans to
finance new construction of rental apartment complexes containing five or more
units. The most significant difference between the 221(d)(4) program and the
221(d)(3) program is the maximum amount of the loan which may be obtained.
Under the 221(d)(3) program, non profit sponsors may obtain a permanent
mortgage equal to 100% of the total replacement cost; no equity contribution
is required of a non profit sponsor. In all other respects the 221(d)(3)
program is substantially similar to the 221(d)(4) program.

ii) Many of the tenants in HUD insured projects receive some form of
rental assistance payments, primarily through the Section 8 Housing Assistance
Payments Program (the "Section 8 Program"). Apartment Complexes not receiving
assistance through the Section 8 Program ("Section 8 Payments") will generally
have limitations on the amounts of rent which may be charged. One requirement
imposed by HUD regulations effective for apartment complexes initially
approved for Section 8 Payments on or after November 5, 1979 is to limit the
amount of the owner's annual cash distributions from operations to 10% of the
owner's equity investment in an apartment complex if the apartment complex is
intended for occupancy by families and to 6% of the owner's equity investment
in an apartment complex intended for occupancy by elderly persons. The owner's
equity investment in the apartment complex is 10% of the project's replacement
cost as determined by HUD.

iii) Section 236 Program. As well as providing mortgage insurance, the
Section 236 program also provides an interest credit subsidy which reduces the
cost of debt service on a project mortgage, thereby enabling the owner to
charge the tenants lower rents for their apartments. Interest credit subsidy
payments are made monthly by HUD directly to the mortgagee of the project.
Each payment is in an amount equal to the difference between (i) the monthly
interest payment required by the terms of the mortgage to pay principal,
interest and the annual mortgage insurance premium and (ii) the monthly
payment which would have been required for principal and interest if the
mortgage loan bore interest at the rate of 1%. These payments are credited
against the amounts otherwise due from the owner of the project, who makes
monthly payments of the balance.

(b) The Local Partnership receives monthly rent supplements from HUD
through MHFA and the New Bedford Housing Authority.

(c) MHFA provides interest credit subsidies pursuant to Section 13A of the
Massachusetts Acts of 1966. The Local Partnership also receives monthly rent
supplements from the Dartmouth Housing Authority and the South Shore Housing
Authority pursuant to Section 707 of the Massachusetts Act of 1966.

All leases are generally for periods not exceeding one to two years and no
tenant occupies more than 10% of the rentable square footage.

Rents from commercial tenants (to which average rental per square foot
applies) comprise less than 5% of the rental revenues of the Partnership.
Rents for the residential units are determined annually by HUD and reflect
increases in consumer price indices in various geographic areas.

Management continuously reviews the physical state of the properties and
budgets improvements when required, which are generally funded from cash flow
from operations or release of replacement reserve escrows. No improvements are
expected to require additional financing.

Management continuously reviews the insurance coverage of the properties
and believes such coverage is adequate.

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See Item 1, Business, above for the general competitive conditions to
which the properties described above are subject.

Real estate taxes are calculated using rates and assessed valuations
determined by the township or city in which the property is located. Such
taxes have approximated 1% of the aggregate cost for the properties as shown
in Schedule III to the financial statements included herein.

Item 3. Legal Proceedings.

This information is incorporated by reference to the discussion of
Saraland in the Results of Operations of Certain Local Partnerships contained
in Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations.

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

No matters were submitted to a vote of security holders during the fiscal
year covered by this report through the solicitation of proxies or otherwise.

PART II

Item 5. Market for the Registrant's Limited Partnerships Interests and
Related Security Holder Matters.

As of March 25, 1996, the Partnership had issued and outstanding 12,074
Limited Partnership Interests, of which 6,674 are Initial Limited Partnership
Interests and 5,400 are Additional Limited Partnership Interests, each
representing a $5,000 capital contribution to the Partnership, for aggregate
Gross Proceeds of $60,370,000. Additional Limited Partnership Interests are
the Limited Partnership Interests acquired upon the exercise of Warrants or
sold by the Partnership upon the nonexercise of the Warrants. The Warrants are
rights granted pursuant to the Partnership Agreement as part of the purchase
of an Initial Limited Partner Interest. No further issuance of Initial Limited
Partnership Interests or Additional Limited Partnership Interests is
anticipated and all Warrants have expired.

The offering of Units consisting of Initial Limited Partnership Interests
and Warrants to purchase Additional Limited Partnership Interests terminated
in 1984. The offering of Additional Limited Partnership Interests terminated
in March 1985.

No public market has developed, and it is not anticipated that any public
market will develop, for the secondary purchase and sale of any Limited
Partnership Interests. Limited Partnership Interests may be transferred only
if certain requirements are satisfied, including the rendering of an opinion
of counsel to the Partnership that such transfer would not cause a termination
of the Partnership under Section 708 of the Internal Revenue Code and would
not violate any federal or state securities laws.

As of June 1, 1996, there were approximately 4,491 registered holders of
Limited Partnership Interests.

The Partnership has made no distributions to its Limited Partners since
its inception on June 28, 1984. There are no material restrictions upon the
Partnership's present or future ability to make distributions in accordance
with the provisions of the Partnership's Amended and Restated Agreement and
Certificate of Limited Partnership. The Partnership has invested as a limited
partner in Local Partnerships owning Apartment Complexes which receive
Governmental Assistance under programs which in many instances restrict the
cash return available to owners. See Item 8, Footnote 10(f) for a discussion
of these restrictions. The Partnership does not anticipate providing
significant cash distributions to its Limited Partners in circumstances other
than refinancing or sale of the Apartment Complexes or the Local Partnership
Interests.

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Item 6. Selected Financial Data.

The information set forth below presents selected financial data of the
Partnership. Additional detailed financial information is set forth in audited
financial statements and footnotes contained in Item 8 hereof and in the
schedules contained in Item 14 hereof.

Year Ended March 25
---------------------------------------------------------------------------
OPERATIONS 1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------

Revenues $ 37,329,186 $ 35,953,512 $ 34,980,748 $ 33,538,768 $ 32,781,282
Operating expenses (48,605,962) (49,555,880) 49,006,411) (49,684,989) (47,691,366)
Provision for impairment
of assets (4,343,215) 0 0 0 0
Minority interest (24,042) 3,705 4,627 5,616 5,203
------------ ------------ ------------ ------------ ------------
Net loss $(15,644,033) $(13,598,663) $(14,021,036) $(16,140,605) $(14,904,881)
============ ============ ============ ============ ============
Net loss per limited
partnership interest $(15,487,593) $(13,462,676) $(13,880,826) $(15,979,199) $(14,755,832)
============ ============ ============ ============ ============
Net loss per limited
partnership unit $ (1,283) $ (1,115) $ (1,150) $ (1,323) $ (1,222)
============ ============ ============ ============ ============

March 25
---------------------------------------------------------------------------
FINANCIAL POSITION 1996 1995 1994* 1993* 1992*
------------ ------------ ------------ ------------ ------------

Total assets $165,610,335 $174,113,560 $181,261,859 $188,130,548 $195,472,631
============ ============ ============ ============ ============
Long-term obligations $281,339,303 $274,288,282 $267,295,459 $260,587,409 $246,661,998
============ ============ ============ ============ ============
Total liabilities $290,195,162 $283,063,641 $276,571,053 $269,404,104 $260,595,060
============ ============ ============ ============ ============
Minority interest $ 150,518 $ 141,231 $ 183,455 $ 198,057 $ 208,579
============ ============ ============ ============ ============

* Reclassified for comparative purposes.

During the years ended March 25, 1992 through 1996, total assets
decreased primarily due to depreciation, partially offset by net additions to
property and equipment. During the same periods, long-term obligations and
total liabilities increased primarily due to accruals of interest on Purchase
Money Notes, partially offset by payments equal to 60% of the cash flow
distributions from the underlying properties. For the year ended March 25,
1996, there was also a decrease in assets due to a provision for impairment of
assets.

-11-

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

Liquidity and Capital Resources

The Partnership's capital has been invested primarily in 61 Local
Partnerships, in which the Partnership made an initial investment of
$50,293,934 (including acquisition expenses) in the Local Partnerships. These
investments are highly illiquid.

The Partnership records loss contingencies as a charge to income when
information becomes available which indicates that it is probable that an
asset has been impaired or a liability has been incurred as of the date of the
financial statements and the amount of loss can be reasonably estimated. In
addition, the Partnership evaluates the amount of a potential environmental
liability independently from any potential claim for recovery.

During the year ended March 25, 1996 the Partnership and the 61 subsidiary
partnerships in which the Partnership has invested experienced a net decrease
in cash and cash equivalents of approximately $539,000. Cash generated
primarily from operations of the subsidiary partnerships of approximately
$5,470,000 was reduced by a decrease in mortgage escrow deposits of
approximately $431,000 and by cash paid for amortization of mortgage notes of
$2,224,000, net capital additions of $1,630,000, payments of interest to
selling partners on purchase money notes of $1,709,000, and a decrease in
minority interest of $15,000. Included in the adjustments to reconcile the net
loss to cash flow from operations is depreciation in the amount of
approximately $6,530,000 and a provision for impairment of assets of
approximately $4,343,000.

The Partnership's primary sources of funds are the cash distributions from
operations of the Local Partnerships in which the Partnership has invested.
These sources are available to meet obligations of the Partnership. However,
the cash distributions received from the Local Partnerships to date have not
been sufficient to meet all such obligations of the Partnership. Accordingly,
the Related General Partner advanced funds totaling approximately $205,000,
$198,000 and $125,000 at March 25, 1996, 1995 and 1994, respectively, to meet
the Partnership's third party obligations. In addition, certain fees and
expense reimbursements owed to the General Partners amounting to approximately
$635,000, $860,000, and $697,000 were accrued and unpaid as of March 25, 1996,
1995 and 1994, respectively. Without the General Partners' advances and
continued accrual without payment of certain fees and expense reimbursements,
the Partnership will not be in a position to meet its obligations. The General
Partners have continued advancing and allowing the accrual without payment of
these amounts but are under no obligation to do so.

During the years ended March 25, 1996 ("the 1995 Fiscal Year"), 1995 ("the
1994 Fiscal Year") and 1994 ("the 1993 Fiscal Year), the Partnership received
approximately $1,390,000, $1,385,000, and $1,385,000, respectively, of cash
flow distributions from operations of the Local Partnerships. In most cases,
60% of the cash flow distributions were applied to interest payments on the
Purchase Money Notes, resulting in a net cash inflow of approximately
$556,000, $595,000 and $604,000 for Fiscal Years 1995, 1994 and 1993,
respectively. At March 25, 1996, 1995 and 1994, approximately $834,000,
$790,000, and $781,000, respectively, of such distributions were required to
be remitted as interest payments on the Purchase Money Notes.

As part of the purchase price of its investment in the Local Partnerships,
the Partnership issued $85,458,825 of Purchase Money Notes. See Item 1,
Business, above. As of the end of the Fiscal Years 1995, 1994 and 1993, the
accrued interest on the Purchase Money Notes was approximately $95,994,000,
$86,719,000, and $77,752,000, respectively. The principal and any accrued
interest on the Purchase Money Notes is due at maturity, which will occur
during August through December 1996, however, 3 one-year extensions may be
obtained from the Note holders at the discretion of the General Partners upon
the payment of an extension fee of 1/2% per annum of the outstanding principal
amount. The cash distributions out of which the Partnership pays interest on
the Purchase Money Notes have been less than the total interest thereon, and
it is expected that accrued and unpaid interest on the Purchase Money Notes
will continue to increase. The Partnership expects that upon maturity it will
be required to refinance or sell its investments in the Local Partnerships in
order to pay the Purchase Money Notes. The Partnership can not sell or
otherwise liquidate its investments in those Local Partnerships which have
subsidy agreements with HUD during the period that such agreements are in
existence without HUD's approval. Based on

-12-

the historical operating results of the Local Partnerships and the current
economic conditions including changes in tax laws, it is uncertain as to
whether the proceeds from such sales will be sufficient to meet the
outstanding balances. Management is currently negotiating an extension of the
due date of the Purchase Money Notes and the sale of certain properties. No
assurance can be given that management's efforts will be successful. The
sellers' recourse, in the event of nonpayment, would be to foreclose on the
Partnership's interests in the respective local partnerships.

The General Partners are working with the local general partners of
Cranbrook Manor Apts., Oakbrook Villa Apts., Buttonwood Acres, Villa Apollo
Associates Limited Partnership and Villa Apollo #2 Limited Partnership,
Solemar, Carlton Terrace and Lancaster Manor properties to evaluate the
opportunities available under the Preservation Acts and the 1996 Act as
discussed in Item 1 above.

HUD recently released the proposed American Community Partnerships Act
(the "ACPA"). The ACPA is HUD's blueprint for providing for the nation's
housing needs in an era of static or decreasing budget authority.

Two key proposals in the ACPA that could affect the Local Partnerships
are: a discontinuation of project based Section 8 subsidy payments and an
attendant reduction in debt on properties that were supported by the Section 8
payments.

The ACPA calls for a transition during which the project-based Section 8
would be converted to a tenant-based voucher system. Any FHA insured debt
would then be "marked-to-market", that is revalued in light of the reduced
income stream, if any.

Several industry sources have already commented to HUD and Congress that
in the event the ACPA were fully enacted in its present form the reduction in
mortgage indebtedness would be considered taxable income to limited partners
in the Partnership. Legislative relief has been proposed to exempt
"marked-to-market" debt from cancellation of indebtedness income treatment.
Though HUD initially backed away from the "marked-to-market" proposal, it has
now been reintroduced as "Portfolio Restructuring".

For a discussion of contingencies affecting certain Local Partnerships,
see Results of Operations of Certain Local Partnerships below. Since the
maximum loss the Partnership would be liable for is its net investment in the
respective local partnerships, the resolution of the existing contingencies is
not anticipated to impact future results of operations, liquidity or financial
condition in a material way.

Management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed, that will or are
likely to impact liquidity in a material way. Management believes the only
impact would be from laws that have not yet been adopted. The portfolio is
diversified by the location of the properties around the United States so that
if one area of the country is experiencing downturns in the economy, the
remaining properties in the portfolio may be experiencing upswings. However,
the geographic diversification of the portfolio may not protect against a
general downturn in the national economy.

Results of Operations

Property and equipment are carried at the lower of depreciated cost or
estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition
fees and expenses, and any other costs incurred in acquiring the properties. A
provision for loss on impairment of assets is recorded when estimated amounts
recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. Property investments themselves
are reduced to estimated fair value (generally using discounted cash flows)
when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value. Through March 25, 1996, the Partnership has
recorded approximately $4,343,000 as an allowance for loss on impairment of
assets.

-13-

In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Company is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.

Effective March 26, 1996, the Partnership intends to adopt SFAS No. 121,
consistent with the required adoption period. The Partnership does not expect
the implementation to have a material impact on its financial condition or its
future results of operations.

The results of operations of the Partnership, as well as the Local
Partnerships, excluding the provision for impairment of assets, remained
relatively constant for the 1995, 1994 and 1993 Fiscal Years. The majority of
Local Partnership income continues to be in the form of rental income with the
corresponding expenses being divided among operations, depreciation, and
mortgage interest. In addition, the Partnership incurred interest expense
relating to the Purchase Money Notes issued when the Local Partnerships were
acquired.

Rental income has remained fairly consistent with a steady increase of 3%,
3% and 4% for the 1995, 1994 and 1993 Fiscal Years, respectively, primarily
from rental rate increases.

Other income increased approximately $206,000 for the 1995 Fiscal Year as
compared to the 1994 Fiscal Year, This was primarily due to an underaccrual of
interest income on the reserve for replacements escrow at three Local
Partnerships in 1994.

Total expenses, excluding repairs and maintenance, depreciation, and
provision for impairment of assets, decreased less than 1% for the 1995 Fiscal
Year as compared to the 1994 Fiscal Year.

Repairs and maintenance increased approximately $890,000 for the 1995
Fiscal Year as compared to the 1994 Fiscal Year primarily due to eight Local
Partnerships addressing the physical needs of their properties. One property
replaced its exterior carpeting with new carpeting, replaced rotted wood on
certain sections of its buildings, repainted the exterior part of the
buildings, and installed a perimeter gate around the property. Increases at
two Local Partnerships were the result of an increase in landscaping expenses
and an upgrading of units, including light fixtures, countertops and interior
carpeting replacement. A fourth Local Partnership repaved the parking lot,
installed a new sign with the property's name, and made renovations to certain
units, including carpet replacement as well as appliance repairs. A fifth
Local Partnership made plumbing, heating and air conditioning repairs,
replaced carpeting and floor tiles, and installed new water heaters. Roof
repairs, new carpeting and countertops, and repainting in individual units led
to an increase at a sixth Local Partnership. Carpeting and floor tile
replacement led to an increase at a seventh Local Partnership. The eighth
Local Partnership had increases in repairs and maintenance primarily due to
the environmental cleanup of a contamination problem on the property as well
as plumbing, sidewalk and parking lot repairs, replacement of windows in
individual units, and an increase in security.

Depreciation expense decreased approximately $2,082,000 for the 1995
Fiscal Year as compared to the 1994 Fiscal Year, primarily due to a change in
depreciation estimates at two Local Partnerships.

A provision for impairment of assets was recorded in the 1995 Fiscal Year.
See Note 4 in Item 8, Financial Statements and Supplementary Data.

Total expenses, excluding selling and renting, decreased approximately 1%
for the 1994 Fiscal Year as compared to the 1993 Fiscal Year.

Selling and renting expenses increased by approximately $116,000 during
the 1994 Fiscal Year as a result of higher rent concessions and more
advertising.

-14-

Contributing to the relatively stable operations at the Local Partnerships
is the fact that all of the Apartment Complexes receive Government Assistance.
HUD has provided mortgage insurance to 15 of the Local Partnerships pursuant
to Section 221(d)(4) of the National Housing Act, and to one Local Partnership
pursuant to Section 221(d)(3) of the National Housing Act. Forty-four of the
Local Partnerships receive mortgage insurance or have entered into interest
reduction agreements with HUD under its Section 236 program and receive
interest subsidy payments from HUD. One Local Partnership receives interest
credit subsidies from MHFA pursuant to Section 13A of the Massachusetts Act of
1966 and monthly rent supplements pursuant to Section 707 of the Massachusetts
Acts of 1966. In addition, HUD (or MHFA) has provided rental assistance
payments for a percentage of the apartment units owned by 39 of the Local
Partnerships pursuant to HAP Contracts.

The Partnership continues to meet its primary investment objective of
providing current tax benefits in the form of taxable losses. The TRA provides
that commencing in 1991, the passive losses generated by the Partnership can
only be used to shelter passive income or, in the alternative, may be carried
forward to offset a gain, if any, upon the sale of properties. Since the
Partnership's investments in Local Partnerships have not provided proceeds
from sales or refinancings, the Partnership has not made any cash
distributions to the limited partners.

Net loss during the 1995, 1994 and 1993 Fiscal Years totaled $15,644,033,
$13,598,663 and $14,021,036, respectively.

Results of Operations of Certain Local Partnerships

During the 1995 Fiscal Year, auditors for the following six Local
Partnerships modified their reports on the 1995 financial statements due to
the uncertainty of each subsidiary partnership's ability to continue as a
going concern: Bicentennial Associates, Ltd. ("Bicentennial"), Bellfort
Associates, Ltd. ("Bellfort"), Park of Pecan I, Ltd. ("Park of Pecan I"), Park
of Pecan II, Ltd. ("Park of Pecan II"), Westminster Manor Apartments
("Westminster"), and Cranbrook Manor Apartments Limited Partnership
("Cranbrook"). The first four Local Partnerships, which are located in the
Houston, Texas area, experienced significant negative cash flows. Although
Houston's relatively flat economy over the past several years has brought
depressed conditions to the four properties, the Partnership believes that
procedures are now in place to bring them back up to the Partnership's
expectations. Occupancy for these four Local Partnerships at March 25, 1996
ranges in the low 70's for one, high 80's for another and the low 90's for
two. The fifth Local Partnership, which is located in Southfield, Michigan,
does not have the working capital necessary to cure deficiencies cited by HUD
upon a physical inspection of the property. The sixth Local Partnership,
located in Lansing, Michigan, may not have sufficient cash flows to meet its
current obligations in the ordinary course of business. A seventh Local
Partnership, Saraland Apartments, Ltd. ("Saraland"), located in Mobile,
Alabama, is involved in an environmental litigation. In addition, an eighth
Local Partnership, Northgate Townhouse Apartments ("Northgate"), has a
contamination problem on its property.

Bicentennial

Bicentennial has been in default on its wraparound purchase note payable
and the required payments on its underlying mortgage note to HUD since 1991
when the subsidiary partnership was notified by HUD that the note was being
accelerated and the mortgage foreclosed. Since the date of default, management
of the subsidiary partnership had been negotiating a provisional workout
agreement with HUD but no final arrangement had been executed. During 1995,
the mortgage was sold by HUD to Beal Bank. During November 1995, Beal Bank
notified Bicentennial of their intent to foreclose, and subsequently commenced
foreclosure on the property. Delinquent interest payments at December 31, 1995
aggregated approximately $5,490,000 on the wraparound purchase note payable of
$6,480,591. As of March 25, 1996, the Partnership has made approximately
$494,000 of voluntary noninterest bearing loans out of its working capital
reserve to fund Bicentennial's negative cash flow. On May 2, 1996 the property
was sold to York Properties of Houston, L.L.C. for $1,700,000. Cash proceeds
generated from the sale was used to repay the first mortgage owed to Beal Bank
and to partially fund the expenses associated with the sale, which resulted in
no net sales proceeds to the Partnership. Bicentennial's termination is
anticipated to occur sometime in 1996. At March 25, 1996 the excess of
liabilities over assets aggregated approximately $12,415,000. The minority
interest balance was zero at March 25, 1996, 1995, and 1994. Bicentennial's
net loss after minority interest amounted to approximately $5,180,000 (after
provision for impairment of assets of approximately $4,343,000), $996,000 and
$859,000 for the 1995, 1994, and 1993 Fiscal Years, respectively.

-15-

Bellfort

Bellfort has been in default on the required interest payments due on the
wraparound purchase note payable to HUD since 1992. Delinquent interest
payments at December 31, 1995 aggregated approximately $3,100,000 on the
wraparound purchase note payable of $7,000,000 due on November 1, 1996. The
note is secured by a first lien on and security interest in the Partnership's
and the subsidiary partnership's special limited partner's rights, titles and
interests in Bellfort.

In December 1994 Bellfort signed a work-out agreement with HUD (which
replaced a similar agreement of December 1993) that required monthly payments
of $40,917 through November 30, 1995 to cover service charges, tax escrows and
90% of accruing interest. The agreement, which accedes to HUD a 15% equity
position due upon sale or refinancing of the project, expired on November 30,
1995. Bellfort has submitted a proposal for a new work-out agreement which has
not been approved by HUD. There can be no assurance that the renegotiation for
the expired work-out agreement will be successful. On December 15, 1995, HUD
announced its intention to sell Bellfort's mortgage during the second quarter
of 1996, however, Bellfort has not been notified by HUD of any sale.

The Partnership's investment in Bellfort has been reduced to zero by prior
years losses. The minority interest balance was zero at March 25, 1996, 1995,
and 1994. Bellfort's net loss after minority interest amounted to
approximately $694,000, $549,000 and $484,000 for the 1995, 1994, and 1993
Fiscal Years, respectively.

Park of Pecan I and Park of Pecan II

Park of Pecan I and Park of Pecan II have experienced operating losses
since inception and as of December 31, 1995 have net capital deficiencies
aggregating approximately $4,581,000. The subsidiary partnerships previously
funded their operating losses by borrowing amounts pursuant to an operating
deficit guaranty agreement made in connection with the acquisition of the
Complexes. However, such agreement expired December 31, 1989 and the
subsidiary partnerships have not made arrangements to obtain an extension or
additional funds. If these subsidiary partnerships continue to experience
significant operating losses and are unable to obtain additional funds they
may be unable to continue operations. The Partnership's investments in these
subsidiary partnerships have been reduced to zero by prior years losses. Park
of Pecan I and II's minority interest balances were zero at March 25, 1996,
1995, and 1994. Park of Pecan I's net loss after minority interest amounted to
approximately $196,000, $182,000 and $140,000 for the 1995, 1994, and 1993
Fiscal Years, respectively. Park of Pecan II's net loss after minority
interest amounted to approximately $185,000, $183,000 and $153,000 for the
1995, 1994, and 1993 Fiscal Years, respectively.

Westminster

In February 1995, Westminster received an unsatisfactory physical
inspection report from HUD. In response to the inspection report, the
subsidiary partnership submitted, for HUD approval, a Management Improvement
Objective Plan (the "MIO Plan") with an accompanying estimate of restorations
and improvements and a request for funding. Westminster does not have the
working capital necessary to cover the costs contained in the MIO Plan to cure
the deficiencies.

The determination of whether the identified instances of noncompliance and
the subsidiary partnership's lack of capital to fund the repair costs will
ultimately effect future cash flow cannot presently be determined.
Accordingly, no provision for any liability that may result has been
recognized in the subsidiary partnership's 1995 financial statements.

The inability of the subsidiary partnership to satisfy the deficiencies
sited in the inspection report without approval of the funding request
accompanying the MIO Plan raises substantial doubt about the entity's ability
to continue as a going concern. Management of the Local Partnership is now
working on securing a commercial loan to cover the cost of physical
improvements. The Partnership's investment in Westminster has been reduced to
zero by prior years losses. The minority interest balance was zero at March
25, 1996, 1995 and 1994. Westminster's net loss after minority interest
amounted to approximately $257,000, $212,000 and $211,000 for the 1995, 1994
and 1993 Fiscal Years, respectively.

-16-

Cranbrook

During the year ended December 31, 1995 the subsidiary partnership
incurred a net loss of $147,239 and total liabilities exceeded total assets by
$1,237,953 at December 31, 1995. The subsidiary partnership's cash flows may
be insufficient to meet its current obligations in the ordinary course of
business. Should cash flows be insufficient, management plans to pursue a
workout agreement with HUD. These factors, among others, indicate that there
is substantial doubt about the subsidiary partnership's ability to continue as
a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary
should the subsidiary partnership be unable to continue as a going concern.
The subsidiary partnership's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its obligations on a
timely basis and to ultimately attain successful operations. The Partnership's
investment in Cranbrook has been reduced to zero by prior years losses. The
minority interest balance was zero at March 25, 1996, 1995 and 1994.
Cranbrook's net loss after minority interest amounted to approximately
$138,000, $124,000 and $207,000 for the 1995, 1994 and 1993 Fiscal Years,
respectively.

Saraland

Saraland has been designated as a "Superfund" site on the National
Priorities List under the Comprehensive Environmental Response, Compensation,
and Liability Act ("CERCLA"). On March 18, 1992, Redwing Carriers, Inc., a
trucking company which utilized the Saraland site prior to development of the
property as a low-income apartment complex, served an Amended Complaint on the
Partnership and C/R Special, among others, adding them to the lawsuit
previously commenced against Saraland and the general partners in the United
States District Court for the Southern District of Alabama. That lawsuit seeks
reimbursement for costs previously incurred by Redwing Carriers with respect
to the site, which at the time of the Amended Complaint totaled approximately
$2,000,000, as well as a declaration that each of the defendants is jointly
and severally liable for costs of response or damages resulting from the
release of hazardous substances, among other items of relief. Discovery is now
completed in this action. The Partnership has served extensive papers in
support of a motion for summary judgment seeking dismissal from the case. The
motion is premised upon the principle that the Partnership, as a limited
partner, may not incur Superfund liability. On January 10, 1995, the
Partnership's motion for summary judgement was granted, dismissing it as a
party from this action. The plaintiff, Redwing Carriers, Inc. has taken an
appeal from that decision which, at this point, remains pending.

During March 1993, the Partnership was named by the United States
Environmental Protection Agency ("EPA") as a "Potentially Responsible Party"
under Superfund in connection with the Saraland Apartment Complex Site.

On July 16, 1993, Saraland, the local general partners (Roar Corporation
and the Estate of Robert Coit), the limited partners (the Partnership and C/R
Special), and five other parties were named as Respondents in a unilateral
administrative order (the "Order") issued under CERCLA by EPA, directing the
Respondents to implement the EPA-selected remedy for addressing contamination
by hazardous substances at the site. In December 1993, Saraland and its
general partners, the Partnership and C/R Special informed EPA that they have
"sufficient cause" to not comply with the Order. At the same time, Redwing
Carriers, Inc. advised EPA that it would commence implementation of the Order.

Since September, 1993 EPA has not notified the Partnership whether it
intends to take further legal action. During the 1994 Fiscal Year, EPA
determined that cleanup for the project site could cost between six and ten
million dollars. Given the fact that EPA has not informed the Partnership
whether or not it intends to pursue the Partnership through further legal
action, neither management nor management's counsel are in a position, at this
point, to evaluate the likelihood of an unfavorable outcome or range of any
potential loss. Since it is too premature to make an evaluation of the amount
or range of the subsidiary partnership's potential loss, it is management's
opinion that no accrual for potential losses is currently warranted in the
financial statements. The Partnership intends to present a vigorous defense
and strongly contests any further legal action brought by or on behalf of EPA

-17-

to obtain from the Partnership remedial funding and/or any other costs
associated with this matter. Litigation costs incurred to date by the
Partnership total approximately $275,000. The Partnership's investment in
Saraland at March 25, 1996 was approximately $504,000. The minority interest
balance was approximately $32,000, $32,000 and $28,000 at March 25, 1996,
1995, and 1994, respectively. Saraland's net loss (income) after minority
interest amounted to approximately $42,000, $17,000 and $(22,000) for the
1995, 1994, and 1993 Fiscal Years, respectively.

Northgate

During November 1995, the Colorado Department of Public Health identified
a contamination problem on the property. The complex hired environmental
specialists and other contractors to remedy the problem. During 1995, costs in
the amount of $157,210 were incurred relating to the work performed. The
remaining costs to complete the cleanup and installation of preventive
measures is estimated to be an additional $120,100. The Partnership's
investment in Northgate at March 25, 1996 was approximately $1,670,000. The
minority interest balance was zero at March 25, 1996, 1995 and 1994.
Northgate's net loss after minority interest amounted to approximately
$412,000, $238,000 and $161,000 for the 1995, 1994 and 1993 Fiscal Years,
respectively.

Other

The Partnership's investment as a limited partner in the Local
Partnerships is subject to the risks incident to the management and ownership
of improved real estate. The Partnership's investments also could be adversely
affected by poor economic conditions, which generally could increase vacancy
levels, rental payment defaults, and operating expenses, any or all of which
could threaten the financial viability of one or more of the Local Limited
Partnerships.

There also are substantial risks associated with the operation of
Apartment Complexes receiving Government Assistance. These include:
governmental regulations concerning tenant eligibility, which may make it more
difficult to rent units in the Apartment Complexes; difficulties in obtaining
government approval for rent increases; limitations on the percentage of
income which low and moderate-income tenants may pay as rent; the possibility
that Congress may not appropriate funds to enable HUD to make the rental
assistance payments it has contracted to make; and the possibility that, when
the rental assistance contracts expire, there may not be market demand for
apartments at full market rents in a Local Partnership's Apartment Complex.

The Local Partnerships are impacted by inflation in several ways.
Inflation allows for increases in rental rates generally to reflect the impact
of higher operating and replacement costs. Furthermore, inflation generally
does not impact the fixed long-term financing under which real property
investments were purchased. Inflation also affects the Local Partnerships
adversely by increasing operating costs, such as fuel, utilities, and labor.

-18-

Item 8. Financial Statements and Supplementary Data.

Sequential
Page
-----------
(a) 1. Financial Statements

Independent Auditors' Report 20

Consolidated Balance Sheets at March 25, 1996 and 1995 192

Consolidated Statements of Operations for the Years Ended
March 25, 1996, 1995 and 1994 193

Consolidated Statements of Changes in Partners' Deficit
for the Years Ended March 25, 1996, 1995 and 1994 194

Consolidated Statements of Cash Flows for the Years Ended
March 25, 1996, 1995 and 1994 195

Notes to Consolidated Financial Statements 197

-19-

[TRIEN, ROSENBERG, FELIX, ROSENBERG, BARR & WEINBERG, LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cambridge Advantaged Properties
Limited Partnership and Subsidiaries

We have audited the consolidated balance sheets of Cambridge Advantaged
Properties Limited Partnership and Subsidiaries as of March 25, 1996 and 1995,
and the related consolidated statements of operations, partners' deficit, and
cash flows for the years ended March 25, 1996, 1995 and 1994 (the 1995, 1994 and
1993 Fiscal Years, respectively). The financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits. We did not audit
the financial statements for 48 subsidiary partnerships whose net losses
constituted 47%, 35% and 35% of the Partnership's net loss during the 1995, 1994
and 1993 Fiscal Years, respectively, and whose assets constituted 80% and 81% of
the Partnership's assets at March 25, 1996 and 1995, presented in the
accompanying consolidated financial statements. The financial statements of
these subsidiary partnerships were audited by other auditors whose reports
thereon have been furnished to us, and our opinion expressed herein, insofar as
it relates to the amounts included for these subsidiary partnerships, is based
solely upon 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 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, based upon our audits and the reports of the other auditors, the
accompanying consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Cambridge Advantaged
Properties Limited Partnership and Subsidiaries at March 25, 1996 and 1995, and
the results of their operations and their cash flows for the years ended March
25, 1996, 1995 and 1994, in conformity with generally accepted accounting
principles.

As discussed in Note 10(a), the auditors of six (Fiscal 1995) subsidiary
partnerships modified their reports due to the uncertainty of these subsidiary
partnerships to continue in existence. These subsidiary partnerships' net losses
aggregated $6,648,228, $2,246,131 and $2,053,291 during the 1995, 1994 and 1993
Fiscal Years, respectively, and their assets aggregated $21,487,066 and
$26,738,375 at March 25, 1996 and 1995.

As discussed in Note 7, the principal of and all accrued interest on the
purchase money notes are due at maturity which will occur during 1996. The
Partnership expects that upon maturity it will be required to refinance or sell
its investments in the subsidiary partnerships in order to pay the purchase
money notes and related interest obligations. It is uncertain as to whether the
proceeds from such sales will be sufficient to meet the outstanding balances of
the purchase money notes.

The accompanying consolidated financial statements of Cambridge Advantaged
Properties Limited Partnership and Subsidiaries have been prepared assuming that
the consolidated entity and its subsidiary partnerships will continue as going
concerns. As discussed in the two preceding paragraphs and in the notes to the
financial statements, the consolidated entity and its subsidiary partnerships
have significant contingencies which raise substantial doubt about their ability
to continue as going concerns. The consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties or the matters referred to in the preceding paragraphs.

/s/ TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR & WEINBERG, LLP

TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR & WEINBERG, LLP

New York, New York
June 2l, 1996

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood I, Ltd.

We have audited the accompanying balance sheets of Knollwood I, Ltd. as of
December 31, 1995 and 1994, and the related statements of revenue and expenses,
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. 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 Knollwood I, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood I, Ltd.

We have audited the accompanying balance sheets of Knollwood I, Ltd. as of
December 31, 1994 and 1993, and the related statements of revenue and expenses,
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. 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 Knollwood I, Ltd. as of
December 31, 1994 and 1993, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood II, Ltd.

We have audited the accompanying balance sheets of Knollwood II, Ltd. as of
December 31, 1995 and 1994, and the related statements of revenue and expenses,
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. 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 Knollwood II, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood II, Ltd.

We have audited the accompanying balance sheets of Knollwood II, Ltd. as of
December 31, 1994 and 1993, and the related statements of revenue and expenses,
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. 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 Knollwood II, Ltd. as of
December 31, 1994 and 1993, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 11
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood III, Ltd.

We have audited the accompanying balance sheets of Knollwood III, Ltd. as
of December 31, 1995 and 1994, and the related statements of revenue and
expenses, 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. 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 Knollwood III, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood III, Ltd

We have audited the accompanying balance sheets of Knollwood III, Ltd. as of
December 31, 1994 and 1993, and the related statements of revenue and expenses,
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. 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 Knollwood III, Ltd. as of
December 31, 1994 and 1993, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood IV, Ltd.

We have audited the accompanying balance sheets of Knollwood IV, Ltd. as of
December 31, 1995 and 1994, and the related statements of revenue and expenses,
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. 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 Knollwood IV, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Knollwood IV, Ltd.

We have audited the accompanying balance sheets of Knollwood IV, Ltd. as of
December 31, 1994 and 1993, and the related statements of revenue and expenses,
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. 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 Knollwood IV, Ltd. as of
December 31, 1994 and 1993, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Parklane II, Ltd.

We have audited the accompanying balance sheets of Parklane II, Ltd. as of
December 31, 1995 and 1994, and the related statements of revenue and expenses,
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. 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 Parklane II, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

[Letterhead addresses]

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 13
through 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.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Parklane II, Ltd.

We have audited the accompanying balance sheets of Parklane II, Ltd. as of
December 31, 1994 and 1993, and the related statements of revenue and expenses,
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. 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 Parklane II, Ltd. as of
December 31, 1994 and 1993, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

[Letterhead addresses]

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cedarbay, Ltd.

We have audited the accompanying balance sheets of Cedarbay, Ltd. as of
December 31, 1995 and 1994, and the related statements of revenue and expenses,
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. 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 Cedarbay, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 26, 1996

[Letterhead addresses]

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cedarbay, Ltd.

We have audited the accompanying balance sheets of Cedarbay, Ltd. as of
December 31, 1994 and 1993, and the related statements of revenue and expenses,
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. 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 statement. An audit also includes
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 Cedarbay, Ltd. as of
December 31, 1994 and 1993, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

[Letterhead addresses]

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 13
through 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.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 13, 1995

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Northwoods III Apartments, Ltd.

We have audited the accompanying balance sheets of Northwoods III
Apartments, Ltd. as of December 31, 1995 and 1994, and the related statements of
revenue and expenses, 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. 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 Northwoods III Apartments,
Ltd. as of December 31, 1995 and 1994, and the results of its operations, the
changes in partners' capital and cash flows for the years then ended, in
conformity with generally accepted accounting principles.

[Letterhead addresses]

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 13
through 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.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Northwoods III Apartments, Ltd.

We have audited the accompanying balance sheets of Northwoods III
Apartments, Ltd. as of December 31, 1994 and 1993, and the related statements of
revenue and expenses, 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. 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 Northwoods III Apartments,
Ltd. as of December 31, 1994 and 1993, and the results of its operations, the
changes in partners' capital and cash flows for the years then ended, in
conformity with generally accepted accounting principles.

[Letterhead addresses]

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 13
through 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.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead of Weintraub, Nessel & Smith, PLLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westminster Manor Apartments
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Westminster
Manor Apartments (a limited partnership) as of December 31, l995 and 1994 and
the related Comparative Statements of Revenue and Expense, Partners' Equity, and
Cash Flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. 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 Westminster Manor Apartments
as of December 31, 1995 and 1994 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles. The supporting data included in this report have been subjected to
the same auditing procedures applied in the examination of the basic financial
statements and, in our opinion, are presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

The accompanying financial statements have been prepared assuming the
partnership will continue as a going concern. As discussed in the notes to the
financial statements, Westminster Manor Apartments Partnership does not have the
working capital necessary to cover the costs to cure deficiencies sited in a
Department of Housing and Urban Development inspection report. This raises
substantial doubt about the entity's ability to continue as a going concern.

[Signature of Weintraub, Nessel & Smith PLLC]

WEINTRAUB, NESSEL & SMITH
Certified Public Accountants

January 29, 1996

[Letterhead of Weintraub, Nessel & Smith]

INDEPENDENT AUDITORS' REPORT

To the Partners
Westminster Manor Apartments
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Westminster
Manor Apartments (a limited partnership) as of December 31, 1994 and 1993 and
the related Comparative Statements of Revenue and Expense, Partners' Equity, and
Cash Flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. 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 Westminster Manor Apartments
as of December 31, 1994 and 1993 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles. The supporting data included in this report have been subjected to
the same auditing procedures applied in the examination of the basic financial
statements and, in our opinion, are presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

[Signature of Weintraub, Nessel & Smith]

WEINTRAUB, NESSEL & SMITH
Certified Public Accountants

February 4, 1995

[Letterhead of Weintraub, Nessel & Smith, PLLC]

INDEPENDENT AUDITORS' REPORT

Northgate Townhouse Apartments
Northgate Townhouse Apartments
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Northgate
Townhouse Apartments (a limited partnership) as of December 31, 1995 and 1994
and the related Comparative Statements of Revenue and Expense, Partners' Equity,
and Cash Flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. 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 Northgate Townhouse
Apartments as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles. The supporting data included in this report have
been subjected to the same auditing procedures applied in the examination of the
basic financial statements and, in our opinion, are presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

[Signature of Weintraub, Nessel & Smith, PLLC]

WEINTRAUB, NESSEL & SMITH, PLLC
Certified Public Accountants

February 12, 1996

[Letterhead of Weintraub, Nessel & Smith]

INDEPENDENT AUDITORS' REPORT
To the Partners
Northgate Townhouse Apartments
28777 Northwestern Highway, Suite 100
Southfied, MI 48034

We have audited the accompanying Comparative Balance Sheet of Northgage
Townhouse Apartments (a limited partnership) as of December 31, 1994 and 1993
and the related Comparative Statements of Revenue and Expense, Partners' Equity,
and Cash Flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. 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 Northgage Townhouse Apartments
as of December 31, 1994 and 1993 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles. The supporting data included in this report have been subjected to
the same auditing procedures applied in the examination of the basic financial
statements and, in our opinion, are presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

[Signature of Weintraub, Nessel & Smith]

WEINTRAUB, NESSEL & SMITH
Certified Public Accountants

February 4, 1995

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners of
Hackley Village Associates #1

We have audited the accompanying balance sheet of Project
#047-44030-LDP-SUP of Hackley Village Associates #1 (A Limited Partnership) as
at December 31, 1995, and the related statements of income and expense and
changes in partner's equity for the year then ended. We have also audited the
statements of cash flows for the years ended December 31, 1994 and 1995. 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.

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 Project #047-44030-LDP-SUP
as at December 31, 1995, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 15) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Project
#047-44030-LDP-SUP. Such information has been subject to the auditing procedures
applied in the audit of financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 10, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners of
Hackley Village Associates #1

We have audited the accompanying balance sheet of Project
#047-44030-LDP-SUP of Hackley Village Associates #1 (A Limited Partnership) as
at December 31, 1994, and the related statements of income and expense and
changes in partner's equity for the year then ended. We have also audited the
statements of cash flows for the years ended December 31, 1993 and 1994. 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.

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 Project #047-44030-LDP-SUP
as at December 31, 1994, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 15) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Project
#047-44030-LDP-SUP. Such information has been subject to the auditing procedures
applied in the audit of financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 5, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Hackley Village Associates #1

We have audited the accompanying balance sheet of Project
#047-44030-LDP-SUP of Hackley Village Associates #1 (A Limited Partnership) as
at December 31, 1993, and the related statements of income and expense and
changes in partner's equity for the year then ended. We have also audited the
statements of cash flows for the years ended December 31, 1992 and 1993. 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.

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 Project #047-44030-LDP-SUP
as at December 31, 1993, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 15) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Project
#047-44030-LDP-SUP. Such information has been subject to the auditing procedures
applied in the audit of financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 1, 1994 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Huntley Associates

We have audited the accompanying balance sheet of Project #047-44029
LDP-SUP of Huntley Associates (A Limited Partnership) as of December 31, 1995,
and the related statements of income and changes in partner's equity for the
year then ended. We have also audited the statements of cash flows for the years
ended December 31, 1994 and 1995. 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.

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 Project #047-44029 LDP-SUP
as at December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 12) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Huntley
Associates. Such information has been subjected to the auditing procedures
applied in the audit of financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 20, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Huntley Associates

We have audited the accompanying balance sheet of Project #047-44029
LDP-SUP of Huntley Associates (A Limited Partnership) as of December 31, 1994,
and the related statements of income and changes in partner's equity for the
year then ended. We have also audited the statements of cash flows for the years
ended December 31, 1993 and 1994. 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.

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 Project #047-44029 LDP-SUP
as at December 31, 1994, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 12) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Project
#047-44029 LDP-SUP. Such information has been subjected to the auditing
procedures applied in the audit of financial statements and, in our opinion, is
fairly stated in all material requests in relation to the financial statements
taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 21, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Huntley Associates

We have audited the accompanying balance sheet of Project #047-44029
LDP-SUP of Huntley Associates (A Limited Partnership) as at December 31, 1993,
and the related statements of income and expense and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1992 and 1993. 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.

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 Project #047-44029 LDP-SUP
as at December 31, 1993, and the results of its operations and the changes in
partners' equity 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 financial
statements taken as a whole. The supporting data included in the report (shown
on pages 9 to 12) are presented for the purposes of additional analysis and are
not a required part of the financial statements of Project #047-44029 LDP-SUP.
Such information has been subject to the auditing procedures applied in the
audit of financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 31, 1994 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners of
Huntley Associates #2

We have audited the accompanying balance sheet of Project #047-44063-LDP of
Huntley Associates #2 (A Limited Partnership) as of December 31, 1995, and the
related statements of operations and changes in partner's equity for the year
then ended. We have also audited the statements of cash flows for the years
ended December 31, 1994 and 1995. 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.

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 Project #047-44063-LDP as at
December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 10 to 15) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Huntley
Associates #2. Such information has been subject to the auditing procedures
applied in the audit of financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 22, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Huntley Associates #2

We have audited the accompanying balance sheet of Project #047-44063-LDP of
Huntley Associates #2 (A Limited Partnership) as at December 31, 1994, and the
related statements of operations and changes in partner's equity for the year
then ended. We have also audited the statements of cash flows for the years
ended December 31, 1993 and 1994. 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.

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 Project #047-44063-LDP as at
December 31, 1994, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 10 to 15) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Project
#047-44063-LDP. Such information has been subject to the auditing procedures
applied in the audit of financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 25, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Huntley Associates #2

We have audited the accompanying balance sheet of Project #047-44063-LDP of
Huntley Associates #2 (A Limited Partnership) as at December 31, 1993, and the
related statements of income and expense and changes in partner's equity for the
year then ended. We have also audited the statements of cash flows for the years
ended December 31, 1992 and 1993. 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.

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 Project #047-44063-LDP as at
December 31, 1993, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 10 to 15) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Project
#047-44063-LDP. Such information has been subject to the auditing procedures
applied in the audit of financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 3, 1994 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners of
Seymour O'Brien Manor Apartments

We have audited the accompanying balance sheet of Project #073-44152 LDP of
Seymour O'Brien Manor Apartments (a Limited Partnership) as at December 31,
1995, and the related statements of operations and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1994 and 1995. 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.

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 Project #073-44152 LDP as of
December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Seymour O'Brien Manor Apartments. Such information has been subject to the
auditing procedures applied in the audit of basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 23, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners of
Seymour O'Brien Manor Apartments

We have audited the accompanying balance sheet of Project #073-44152 LDP of
Seymour O'Brien Manor Apartments (a Limited Partnership) as at December 31,
1994, and the related statements of operations and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1993 and 1994. 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.

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 Project #073-44152 LDP as of
December 31, 1994, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #073-44152 LDP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 6, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Seymour O'Brien Manor Apartments

We have audited the accompanying balance sheet of Project #073-44152 LDP of
Seymour O'Brien Manor Apartments (A Limited Partnership) as at December 31,
1993, and the related statements of income and expense and changes in partner's
equity for the year then ended. We have also audited the statements of cash
flows for the years ended December 31, 1992 and 1993. 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.

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 Project #073-44152 LDP as
at December 31, 1993, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #073-44152 LDP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 10, 1994 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

Independent Auditors Report

To the Partners of
Washington Highland Apartments

We have audited the accompanying balance sheet of HUD Project No. 073-44073
of Washington Highland Apartment (a Limited Partnership) as of December 31,
1995, and the related statements of operations and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1995 and December 31, 1994. 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.

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 HUD Project No. 073-44073 as
of December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Washington Highland Apartments. Such information has been subject to the
auditing procedures applied in the audit of basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 29, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

Independent Auditors Report

To the Partners of
Washington Highland Apartments

We have audited the accompanying balance sheet of HUD Project No. 073-44073
of Washington Highland Apartment (a Limited Partnership) as of December 31,
1994, and the related statements of operations and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1994 and December 31, 1993. 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.

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 HUD Project No. 073-44073 as
of December 31, 1994, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of HUD
Project No. 073-44073. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 31, 1995 Certified Public Accounts

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Washington Highland Apartments

We have audited the accompanying balance sheet of HUD Project No. 073-44073
of Washington Highland Apartment (a Limited Partnership), and the related
statements of income and expense and changes in partner's equity for the year
then ended. We have also audited the statements of cash flows for the years
ended December 31, 1993 and December 31, 1992. 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.

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 HUD Project No. 073-44073 as
at December 31, 1993, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of HUD
Project No. 073-44073. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 6, 1994 Certified Public Accounts

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners
Vincennes Niblack Apartments

We have audited the accompanying balance sheet of Project #073-58501 LDP of
Vincennes Niblack Apartments (A Limited Partnership) as at December 31, 1995,
and the related statements of operations and changes in partner's equity for the
year then ended. We have also audited the statements of cash flows for the years
ended December 31, 1995 and 1994. 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.

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 Project #073-58501 LDP as at
December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Vincennes Niblack Apartments. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 30, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners
Vincennes Niblack Apartments

We have audited the accompanying balance sheet of Project #073-58501 LDP of
Vincennes Niblack Apartments (A Limited Partnership) as at December 31, 1994,
and the related statements of operations and changes in partner's equity for the
year then ended. We have also audited the statements of cash flows for the years
ended December 31, 1994 and 1993. 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.

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 Project #073-58501 LDP as at
December 31, 1994, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #073-58501 LDP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 31, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners
Vincennes Niblack Apartments

We have audited the accompanying balance sheet of Project #073-58501 LDP of
Vincennes Niblack Apartments (A Limited Partnership) as at December 31, 1993,
and the related statements of income and expense and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1992 and 1993. 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.

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 Project #073-58501 LDP as at
December 31, 1993, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #073-58501 LDP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 9, 1994 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Casa Ramon Apartments

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of Project #122-44476
LDP-SUP of Casa Ramon Apartments (A Limited Partnership) as at December 31,
1995, and the related statements of operations and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1995 and 1994. 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.

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 Project #122-44476 LDP-SUP
as at December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 12) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of Casa
Ramon Apartments. Such information has been subject to the auditing procedures
applied in the audit of basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial statements
taken as whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 31, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Casa Ramon Apartments

We have audited the accompanying balance sheet of Project #122-44476
LDP-SUP of Casa Ramon Apartments (A Limited Partnership) as at December 31,
1994, and the related statements of operations and changes in partner's equity
for the year then ended. We have also audited the statements of cash flows for
the years ended December 31, 1994 and 1993. 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.

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 Project #122-44476 LDP-SUP
as at December 31, 1994, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 12) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #122-44476 LDP-SUP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 25, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Casa Ramon Apartments

We have audited the accompanying balance sheet of Project #122-44476
LDP-SUP of Casa Ramon Apartments (A Limited Partnership) as at December 31,
1993, and the related statements of income and expense and changes in partner's
equity for the year then ended. We have also audited the statements of cash
flows for the years ended December 31, 1992 and 1993. 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.

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 Project #122-44476 LDP-SUP
as at December 31, 1993, and the results of its operations and the changes in
partners' equity 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 supporting data included in the
report (shown on pages 9 to 12) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #122-44476 LDP-SUP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
February 5, 1994 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners of
Nu-Elm Apartments

We have audited the accompanying balance sheet of Project #084-44035 LDP of
Nu-Elm Apartments (A Limited Partnership) as of December 31, 1995, and the
related statements of operations and changes in partner's equity for the year
then ended. We have also audited the statement of cash flows for the years ended
December 31, 1995 and December 31, 1994. 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.

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 Project #084-44035 LDP as of
December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of Nu-Elm
Apartments. Such information has been subject to the auditing procedures applied
in the audit of basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 29, 1996 Certified Public Accountants
EIN 38-2900295

[Letterhead of BORDMAN & WINNICK]

Independent Auditor's Report

To the Partners of
Nu-Elm Apartments

We have audited the accompanying balance sheet of Project #084-44035 LDP of
Nu-Elm Apartments (A Limited Partnership) as of December 31, 1994, and the
related statements of operations and changes in partner's equity for the year
then ended. We have also audited the statement of cash flows for the years ended
December 31, 1994 and December 31, 1993. 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.

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 Project #084-44035 LDP as of
December 31, 1994, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #084-44035 LDP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 28, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]

To the Partners of
Nu-Elm Apartments

We have audited the accompanying balance sheet of Project #084-44035 LDP of
Nu-Elm Apartments (A Limited Partnership) as at December 31, 1993, and the
related statements of income and expense and changes in partner's equity for the
year then ended. We have also audited the statement of cash flows for the years
ended December 31, 1993 and December 31, 1992. 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.

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 Project #084-44035 LDP as at
December 31, 1993, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in the
report (shown on pages 9 to 11) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project #084-44035 LDP. Such information has been subject to the auditing
procedures applied in the audit of basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Bordman & Winnick]
West Bloomfield, MI BORDMAN & WINNICK
January 30, 1994 Certified Public Accountants

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Buttonwood Acres at New Bedford
(a Limited Partnership)
Quincy, Massachusetts

We have audited the accompanying statement of assets, liabilities and
partners equity (deficiency) of Buttonwood Acres at New Bedford (a Limited
Partnership), Project No. 71-005-N, as of December 31, 1995, and the related
statements of operations, partners' equity (deficiency) and cash flows for the
year then ended, all prepared on the basis of accounting and reporting practices
prescribed by the U.S. Department of Housing and Urban Development (regulatory
basis). These 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.

As described in Note 1, these financial statements have been prepared in
conformity with the accounting and reporting practices prescribed by the U.S.
Department of Housing and Urban Development, which is a comprehensive basis of
accounting other than generally accepted accounting principles.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets, liabilities and partners' equity
(deficiency) of Buttonwood Acres at New Bedford (a Limited Partnership) as of
December 31, 1995, and the results of its operations, changes in its partners'
equity (deficiency) and cash flows for the year then ended, on the basis of
accounting described in Note 1.

As described in Note 1, the Partnership adopted a policy of recording its
depreciation for certain property and equipment using estimated economic lives
as required by the regulatory basis of accounting. Previously, the Partnership
provided for its depreciation using recovery periods allowed by the Internal
Revenue Code.

[Letterhead address]

Independent Auditors' Report (Continued)

The Partners
Buttonwood Acres at New Bedford
(a Limited Partnership)

In accordance with Government Auditing Standards, we have also issued
reports dated February 5, 1996 on our consideration of the Partnership's
internal control structure and on its compliance with laws and regulations.

This report is intended for the information of the partners and management
of Buttonwood Acres at New Bedford, the Massachusetts Housing Finance Agency,
and HUD. However, this report is a matter of public record and its distribution
is not limited.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 5, 1996

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Buttonwood Acres at New Bedford
(a Limited Partnership)
Quincy, Massachusetts

We have audited the accompanying balance sheet of Buttonwood Acres at New
Bedford (a Limited Partnership), MHFA Project No. 71-5-N, as of December 31,
1994, and the related statements of loss, partners' equity (deficiency) 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.

As more fully described in Note 1 to the financial statements, the
Partnership provides for depreciation of certain property and equipment using
recovery periods allowed by the Internal Revenue Code under the Accelerated Cost
Recovery System, instead of using estimated economic lives as required by
generally accepted accounting principles.

In our opinion, except for the effects of the matter discussed in the
preceding paragraph, the financial statements referred to above present fairly,
in all material respects, the financial position of Buttonwood Acres at New
Bedford (a Limited Partnership) as of December 31, 1994, and the results of its
operations, changes in its partners' equity (deficiency) and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 3, 1995

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditor's Report

The Partners
Buttonwood Acres at New Bedford
(a Limited Partnership)
Quincy, Massachusetts

We have audited the accompanying balance sheet of Buttonwood Acres at New
Bedford (a Limited Partnership), MHFA Project No 71-5-N, as of December 31,
1993, and the related statements of loss, partners' equity (deficiency) 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.

As more fully described in Note 1 to the financial statements, the
Partnership provides for depreciation of certain property and equipment using
recovery periods allowed by the Internal Revenue Code under the Accelerated Cost
Recovery System, instead of using estimated economic lives as required by
generally accepted accounting principles.

In our opinion, except for the effects of the matter discussed in the
preceding paragraph, the financial statements referred to above present fairly,
in all material respects, the financial position of Buttonwood Acres at New
Bedford (a Limited Partnership) as of December 31, 1993, and the results of its
operations, changes in its partners' equity (deficiency) and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 5, 1994

[Letterhead address]

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Rockdale West at New Bedford
(a Limited Partnership)
Quincy, Massachusetts

We have audited the accompanying statement of assets, liabilities and
partners' equity (deficiency) of Rockdale West at New Bedford (a Limited
Partnership), MHFA Project No. 71-225-N, as of December 31, 1995, and the
related statements of operations, partners' equity (deficiency) and cash flows
for the year then ended, all prepared on the basis of accounting and reporting
practices prescribed by the U.S. Department of Housing and Urban Development
(regulatory basis). These 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.

As described in Note 1, these financial statements have been prepared in
conformity with the accounting and reporting practices prescribed by the U.S.
Department of Housing and Urban Development, which is a comprehensive basis of
accounting other than generally accepted accounting principles.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets, liabilities and partners' equity
(deficiency) of Rockdale West at New Bedford (a Limited Partnership) as of
December 31, 1995, and the results of its operations, changes in its partners'
equity (deficiency) and cash flows for the year then ended, on the basis of
accounting described in Note 1.

As described in Note 1, the Partnership adopted a policy of recording its
depreciation for certain property and equipment using estimated economic lives
as required by the regulatory basis of accounting. Previously, the Partnership
provided for its depreciation using recovery periods allowed by the Internal
Revenue Code.

[Letterhead address]

Independent Auditor's Report (Continued)

The Partners
Rockdale West at New Bedford
(a Limited Partnership)

In accordance with Government Auditing Standards, we have also issued
reports dated February 5, 1996 on our consideration of the Partnership's
internal control structure and on its compliance with laws and regulations.

This report is intended for the information of the partners and management
of Rockdale West at New Bedford, the Massachusetts Finance Agency and HUD.
However, this report is a matter of public record and its distribution is not
limited.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 5, 1996

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Rockdale West at New Bedford
(a Limited Partnership)
Quincy, Massachusetts

We have audited the accompanying balance sheet of Rockdale West at New
Bedford (a Limited Partnership), MHFA Project No. 71-225-N, as of December 31,
1994, and the related statements of loss, partners' equity (deficiency) 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.

As more fully described in Note 1 to the financial statements, the
Partnership provides for depreciation of its property and equipment using
recovery periods allowed by the Internal Revenue Code under the Accelerated Cost
Recovery System, instead of using estimated economic lives as required by
generally accepted accounting principles.

In our opinion, except for the effects of the matter discussed in the
preceding paragraph, the financial statements referred to above present fairly,
in all material respects, the financial position of Rockdale West at New Bedford
(a Limited Partnership) as of December 31, 1994, and the results of its
operations, changes in its partners' equity (deficiency) and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 3, 1995

[Letterhead address]

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Rockdale West at New Bedford
(a Limited Partnership)
Quincy, Massachusetts

We have audited the accompanying balance sheet of Rockdale West at New
Bedford (a Limited Partnership), MHFA Project No. 71-225-N, as of December 31,
1993, and the related statements of loss, partners' equity (deficiency) 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.

As more fully described in Note 1 to the financial statements, the
Partnership provides for depreciation of its property and equipment using
recovery periods allowed by the Internal Revenue Code under the Accelerated Cost
Recovery System, instead of using estimated economic lives as required by
generally accepted accounting principles.

In our opinion, except for the effects of the matter discussed in the
preceding paragraph, the financial statements referred to above present fairly,
in all material respects, the financial position of Rockdale West at New Bedford
(a Limited Partnership) as of December 31, 1993, and the results of its
operations, changes in its partners' equity (deficiency) and cash flows for the
year then ended, in conformity with generally accepted accounting principles.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 5, 1994

[Letterhead address]

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Solemar at South Dartmouth Limited Partnership
Quincy, Massachusetts

We have audited the accompanying balance sheet of Solemar at South
Dartmouth Limited Partnership, MHFA Project No. 72-085-N, as of December 31,
1995, and the related statements of income, partners' equity (deficiency) 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 Solemar at South Dartmouth
Limited Partnership as of December 31, 1995, and the results of its operations,
changes in partners' equity (deficiency) and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

As described in Note 1, the Partnership adopted a policy of recording its
depreciation for certain property and equipment using estimated economic lives
as required by generally accepted accounting principles. Previously, the
Partnership provided for its depreciation using recovery periods allowed by the
Internal Revenue Code.

In accordance with Government Auditing Standards, we have also issued
reports dated February 5, 1996 on our consideration of the Partnership's
internal control structure and on its compliance with laws and regulations.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 5, 1996

[Letterhead address]

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Solemar at South Dartmouth
Limited Partnership
Quincy, Massachusetts

We have audited the accompanying balance sheet of Solemar at South
Dartmouth Limited Partnership, MHFA Project No. 72-085-N, as of December 31,
1994, and the related statements of loss, partners' equity (deficiency) 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.

As more fully described in Note 1 to the financial statements, the
Partnership provides for depreciation of certain property and equipment using
recovery periods allowed by the Internal Revenue Code under the Accelerated Cost
Recovery System, instead of using estimated economic lives as required by
generally accepted accounting principles.

In our opinion, except for the effects of the matter discussed in the
preceding paragraph, the financial statements referred to above present fairly,
in all material respects, the financial position of Solemar at South Dartmouth
Limited Partnership as of December 31, 1994, and the results of its operations,
changes in partners' equity (deficiency) and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 3, 1995

[Letterhead address]

[Letterhead of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

Independent Auditors' Report

The Partners
Solemar at South Dartmouth
Limited Partnership
Quincy, Massachusetts

We have audited the accompanying balance sheet of Solemar at South
Dartmouth Limited Partnership, MHFA Project No. 72-085-N, as of December 31,
1993, and the related statements of loss, partners' equity (deficiency) 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.

As more fully described in Note 1 to the financial statements, the
Partnership provides for depreciation of certain property and equipment using
recovery periods allowed by the Internal Revenue Code under the Accelerated Cost
Recovery System, instead of using estimated economic lives as required by
generally accepted accounting principles.

In our opinion, except for the effects of the matter discussed in the
preceding paragraph, the financial statements referred to above present fairly,
in all material respects, the financial position of Solemar at South Dartmouth
Limited Partnership as of December 31, 1993, and the results of its operations,
changes in partners' equity (deficiency) and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

[Signature of Lefkowitz, Garfinkel, Champi & DeRienzo P.C.]

February 5, 1994

[Letterhead address]

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Decatur (Alta Vista) Apartments, Ltd.
Decatur, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Decatur (Alta Vista)
Apartments, Ltd., Project No. 062-44012-LD, as of December 31, 1995, and the
related statements of income, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Decatur (Alta Vista)
Apartments, Ltd. as of December 31, 1995, and the results of its operations,
changes in partners' equity and cash flows for the year then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Guide, we have
also issued a report dated January 22, 1996 on our consideration of Decatur
(Alta Vista) Apartments, Ltd.'s internal control structure and reports dated
January 22, 1996 on its compliance with laws and regulations applicable to the
basic financial statements, the major HUD program, and the nonmajor HUD program.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying information included in
the report is presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Decatur (Alta Vista)
Apartments, Ltd. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial statements
taken as a whole.

[Signature of Browder & Associates, P.C.]

Birmingham, Alabama Federal Employer
January 22, 1996 Identification Number: 63-0986156

Audit Principal: E.O. Browder, Jr.

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Decatur (Alta Vista) Apartments, Ltd.
Decatur, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Dacatur (Alta Vista)
Apartments, Ltd., Project No. 062-44012-LD, as of December 31, 1994, and the
related statements of profit and loss, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Decatur (Alta Vista)
Apartments, Ltd. as of December 31, 1994, and the results of its operations,
changes in partners' equity and cash flows for the year then ended in conformity
with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Decatur (Alta Vista)
Apartments, Ltd. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial statements
taken as a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C.

January 31, 1995

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Decatur (Alta Vista) Apartments, Ltd.
Decatur, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Decatur (Alta Vista)
Apartments, Ltd., Project No. 062-44012-LD, as of December 31, 1993, and the
related statements of profit and loss, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Decatur (Alta Vista)
Apartments, Ltd. as of December 31, 1993, and the results of its operations,
changes in partners' equity and cash flows for the year then ended in conformity
with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Decatur (Alta Vista)
Apartments, Ltd. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial statements
taken as a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C.

January 31, 1994

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Florence Apartments (Hermitage Hills), Ltd.
Florence, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Florence Apartments
(Hermitage Hills), Ltd., Project No. 062-44083-LD, as of December 31, 1995, and
the related statements of income, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Florence Apartments
(Hermitage Hills), Ltd. as of December 31, 1995, and the results of its
operations, changes in partners' equity and cash flows for the year then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Guide, we have
also issued a report dated January 22, 1996 on our consideration of Florence
Apartments (Hermitage Hills), Ltd.'s internal control structure and reports
dated January 22, 1996 on its compliance with laws and regulations applicable to
the basic financial statements and the major HUD programs.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying information included in
the report is presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Florence Apartments
(Hermitage Hills), Ltd.. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Browder & Associates, P.C.]

Birmingham, Alabama Federal Employer
January 22, 1996 Identification Number: 63-0986156

Audit Principal: E.O. Browder, Jr.

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Florence Apartments (Hermitage Hills), Ltd.
Florence, Alabama

HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Florence Apartments
(Hermitage Hills), Ltd., Project No. 062-44083-LD, as of December 31, 1994, and
the related statements of profit and loss, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Prorams
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide require
that we plan and perform the audit to obtain reaasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 Florence Apartments
(Hermitage Hills), Ltd. as of December 31, 1994, and the results of its
operations, changes in partners' equity and cash flows for the year then ended
in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Florence Apartments
(Hermitage Hills), Ltd. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C.

January 20, 1995

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Florence Apartments (Hermitage Hills), Ltd.
Florence, Alabama

HUD Field Office Director
Birmingham, Alabmam

We have audited the accompanying balance sheet of Florence Apartments
(Hermitage Hills), Ltd., Project No. 062-44083-LD, as of December 31, 1993, and
the related statements of profit and loss, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Florence Apartments
(Hermitage Hills), Ltd. as of December 31, 1993, and the results of its
operations, changes in partners' equity and cash flows for the year then ended
in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Florence Apartments
(Hermitage Hills), Ltd. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C.

February 2, 1994

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Saraland Apartments, Ltd.
Mobile, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Saraland Apartments,
Ltd., Project No. 062-44065-LD, as of December 31, 1995, and the related
statements of income, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Saraland Apartments, Ltd. as
of December 31, 1995, and the results of its operations, changes in partners'
equity and cash flows for the year then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards and the Guide, we have
also issued a report dated January 22, 1996 on our consideration of Saraland
Apartments, Ltd.'s internal control structure and reports dated January 22, 1996
on its compliance with laws and regulations applicable to the basic financial
statements, the major HUD program, and the nonmajor HUD program.

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

[Signature of Browder & Associates, P.C.]

Birmingham, Alabama Federal Employer
January 22, 1996 Identification Number: 63-0986156

Audit Principal: E.O. Browder, Jr.

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Saraland Apartments, Ltd.
Mobile, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Saraland Apartments,
Ltd., Project No. 062-44065-LD, as of December 31, 1994, and the related
statements of profit and loss, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Saraland Apartments, Ltd. as
of December 31, 1994, and the results of its operations, change in partners'
equity and cash flows for the year then ended in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Saraland Apartments, Ltd. will continue as a going concern. As discussed in NOTE
F to the financial statements, the project has been placed on the Environmental
Protection Agency's "Superfund Cleanup List" and is involved in a lawsuit
regarding the clean up costs. Although the ultimate outcome of the lawsuit is
not presently determinable, this condition raises substantial doubt about the
ability of Saraland Apartments, Ltd. to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Saraland Apartments, Ltd.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as
a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES P.C

January 23, 1995

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners
Saraland Apartments, Ltd.
Mobile, Alabama

We have audited the accompanying balance sheet of Saraland Apartments,
Ltd., Project No. 062-44065-LD, as of December 31, 1993, and the related
statements of income, changes in partners' equity, 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.

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 Saraland Apartments, Ltd.
as of December 31, 1993, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Saraland Apartments, Ltd. will continue as a going concern. As discussed in NOTE
F to the financial statements, the project has been placed on the Environmental
Protection Agency's "Superfund Cleanup List" and is involved in a lawsuit
regarding the cleanup costs. Although the ultimate outcome of the lawsuit is not
presently determinable, this condition raises substantial doubt about the
ability of Saraland Apartments, Ltd. to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

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

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES. P.C.

January 31, 1994

[Letterhead of Crabtree, Crabtree & Hatter]

Independent Auditors's Report

To The Partners
University Gardens Apartments LTD.
(A Limited Partnership)

We have audited the accompanying balance sheet of University Gardens
Apartments LTD., Project No. 112-44200 LD, (a limited partnership) as of
December 31, 1995 and the related statements of income, 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.

It is the Partnership's policy to prepare its financial statements in the
format prescribed by the Consolidated Audit Guide for Audits of HUD Programs
issued July 1993. The formats for the financial statements prescribed by that
Guide differ somewhat from those prescribed by generally accepted accounting
principles.

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 University Gardens
Apartments LTD. at December 31, 1995 and the results of its operations, changes
in partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles, except for the format differences
explained in the second paragraph above, applied on a basis consistent with that
of the preceding year.

In accordance with Government Auditing Standards we have also issued a
combined report dated January 31, 1996 on our consideration of the Partnership's
internal control structure applicable to the financial statements and HUD
assisted programs.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in this
report (shown on pages 16 to 25) is presented for the purpose 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 financial statements
taken as a whole.

[Signature of Crabtree, Crabtree & Hatter]

CRABTREE, CRABTREE & HATTER
Certified Public Accountants

Azle, Texas
January 31, 1996

[Letterhead of Crabtree, Crabtree & Hatter]

INDEPENDENT AUDITOR'S REPORT

To The Partners
University Gardens Apartments LTD.
(A Limited Partnership)

We have audited the accompanying balance sheet of University Gardens
Apartments LTD., Project No. 112-44200 LD, (a limited partnership) as of
December 31, 1994 and the related statements of income, 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.

It is the Partnership's policy to prepare its financial statements in the
format prescribed by the Consolidated Audit Guide for Audits of HUD Programs
issued July 1993. The formats for the financial statements prescribed by that
Guide differ somewhat from those prescribed by generally accepted accounting
principles.

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 University Gardens
Apartments LTD. at December 31, 1994 and the results of its operations, changes
in partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles, except for the format differences
explained in the second paragraph above, applied on a basis consistent with that
of the preceding year.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in this
report (shown on pages 14 to 32) is presented for the purpose 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 financial statements
taken as a whole.

[Signature of Crabtree, Crabtree & Hatter]

CRABTREE, CRABTREE & HATTER
Certified Public Accountants

Azle, Texas
January 19, 1995

[Letterhead of Stewart R. Crabtree, C.P.A.]

INDEPENDENT AUDITOR'S REPORT

To The Partners
University Gardens Apartments LTD.
(A Limited Partnership)

I have audited the accompanying balance sheet of University Gardens
Apartments LTD., Project No. 112-44200 LD, (a limited partnership) as of
December 31, 1993 and the related statements of income, changes in partners'
equity, and cash flows for the year 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 audit.

It is the partnership's policy to prepare its financial statements in the
format prescribed by the Consolidated Audit Guide for Audits of HUD Programs
issued July 1993. The formats for the financial statements prescribed by that
Guide differ somewhat from those prescribed by generally accepted accounting
principles.

I conducted the 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 the audit be planned and
performed to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 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 University Gardens
Apartments LTD. at December 31, 1993 and the results of its operations, changes
in partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles, except for the format differences
explained in the second paragraph above, applied on a basis consistent with that
of the preceding year. My audit was conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The supporting data
included in this report (shown on pages 16 to 20) is presented for the purpose
of additional analysis and is not a required part of the basic financial
statements of HUD Project No. 112-44200 LD. Such information has been subjected
to the auditing 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 financial statements taken as a whole.

[Signature of Stewart R. Crabtree, CPA]

STEWART R. CRABTREE, CPA

Azle, Texas
February 10, 1994

[Letterhead of Crabtree, Crabtree & Hatter]

INDEPENDENT AUDITOR'S REPORT

To The Partners
Southside Village Apartments LTD.
(A Limited Partnership)

We have audited the accompanying balance sheet of Southside Village
Apartments LTD., Project No. 112-44076 LD, (a limited partnership) as of
December 31, 1995 and the related statements of income, 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.

It is the Partnership's policy to prepare its financial statements in the
format prescribed by the Consolidated Audit Guide for Audits of HUD Programs
issued July 1993. The formats for the financial statements prescribed by that
Guide differ somewhat from those prescribed by generally accepted accounting
principles.

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 Southside Village Apartments
LTD. at December 31, 1995 and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles, except for the format differences
explained in the second paragraph above, applied on a basis consistent with that
of the preceding year.

In accordance with Government Auditing Standards we have also issued a
combined report dated February 2, 1996 on our consideration of the Partnership's
internal control structure applicable to the financial statements and HUD
assisted programs.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in this
report (shown on pages 16 to 24) is presented for the purpose 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 financial statements
taken as a whole.

[Signature of Crabtree, Crabtree & Hatter]

CRABTREE, CRABTREE & HATTER
Certified Public Accountants

Azle, Texas
February 2, 1996

[Letterhead of Crabtree, Crabtree & Hatter]

INDEPENDENT AUDITOR'S REPORT

To The Partners
Southside Village Apartments LTD.
(A Limited Partnership)

We have audited the accompanying balance sheet of Southside Village
Apartments LTD., Project No. 113-44076-LDP, (a limited partnership) as of
December 31, 1994 and the related statements of income, 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.

It is the Partnership's policy to prepare its financial statements in the
format prescribed by the Consolidated Audit Guide for Audits of HUD Programs
issued July 1993. The formats for the financial statements prescribed by that
Guide differ somewhat from those prescribed by generally accepted accounting
principles.

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 Southside Village Apartments
LTD. at December 31, 1994 and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles, except for the format differences
explained in the second paragraph above, applied on a basis consistent with that
of the preceding year.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in this
report (shown on pages 14 to 32) is presented for the purpose 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 financial statements
taken as a whole.

[Signature of Crabtree, Crabtree & Hatter]

CRABTREE, CRABTREE & HATTER
Certified Public Accountants

Azle, Texas
January 21, 1995

[Letterhead of Stewart R. Crabtree, C.P.A.]

INDEPENDENT AUDITOR'S REPORT

To The Partners
Southside Village Apartments LTD.
(A Limited Partnership)

I have audited the accompanying balance sheet of Southside Village
Apartments LTD., Project No. 113-44076-LDP, (a limited partnership) as of
December 31, 1993 and the related statements of income, changes in partners'
equity, and cash flows for the year 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 audit.

It is the partnership's policy to prepare its financial statements in the
format prescribed by the Consolidated Audit Guide for Audits of HUD Programs
issued July 1993. The formats for the financial statements prescribed by that
Guide differ somewhat from those prescribed by generally accepted accounting
principles.

I conducted the 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 the audit be planned and
performed to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 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 Southside Village Apartments
LTD. at December 31, 1993 and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles, except for the format differences
explained in the second paragraph above, applied on a basis consistent with that
of the preceding year. My audit was conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The supporting data
included in this report (shown on pages 17 to 21) is presented for the purpose
of additional analysis and is not a required part of the basic financial
statements of HUD Project No. 113-44076-LDP. Such information has been subjected
to the auditing 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 financial statements taken as a whole.

[Signature of Stewart R. Crabtree, C.P.A.]

STEWART R. CRABTREE, CPA

Azle, Texas
February 14, 1994

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Dickens Ferry Apartments, Ltd.
Mobile, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Dickens Ferry Apartments,
Ltd., Project No. 062-44055-LD, as of December 31, 1995, and the related
statements of income, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Dickens Ferry Apartments,
Ltd. as of December 31, 1995, and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Guide, we have
also issued a report dated January 22, 1996 on our consideration of Dickens
Ferry Apartments, Ltd.'s internal control structure and reports dated January
22, 1996 on its compliance with laws and regulations applicable to the basic
financial statements, the major HUD program, and the nonmajor HUD program.

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

[Signature of Browder & Associates, P.C.]

Birmingham, Alabama Federal Employer
January 22, 1996 Identification Number: 63-0986156

Audit Principal: E.O. Browder. Jr.

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Dickens Ferry Apartments, Ltd.
Mobile, Alabama

HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Dickens Ferry Apartments,
Ltd., Project No. 062-44055-LD, as of December 31, 1994, and the related
statements of profit and loss, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 represent fairly,
in all material respects, the financial position of Dickens Ferry Apartments,
Ltd. as of December 31, 1994, and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Dickens Ferry Apartments,
Ltd. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C

January 31, l995

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Dickens Ferry Apartments, Ltd.
Mobile, Alabama

HUD Field OFfice Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Dickens Ferry Apartments,
Ltd., Project No. 062-44055-LD, as of December 31, 1993, and the related
statements of profit and loss, changes in partner's equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Dickens Ferry Apartments,
Ltd. as of December 31, 1993, and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Dickens Ferry Apartments,
Ltd. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C.

January 31, 1994

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Bonnie Doone Apartments, Ltd.
Athens, Alabama
HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Bonnie Doone Apartments,
Ltd., Project No. 062-44045-LD, as of December 31, 1995, and the related
statements of income, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Bonnie Doone Apartments,
Ltd. as of December 31, 1995, and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Guide, we have
also issued a report dated January 22, 1996 on our consideration of Bonnie Doone
Apartments, Ltd.'s internal control structure and reports dated January 22, 1996
on its compliance with laws and regulations applicable to the basic financial
statements, the major HUD program, and the nonmajor HUD program.

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

[Signature of Browder & Associates, P.C.]

Birmingham, Alabama Federal Employer
January 22, 1996 Identification Number: 63-0986156

Audit Principal: E.O. Browder, Jr.

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Bonnie Doone Apartments, Ltd.
Athens, Alabama

HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Bonnie Doone Apartments,
Ltd., Project No. 062-44045-LD, as of December 31, 1994, and the related
statements of profit and loss, changes in partners' equity, 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.

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 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Bonnie Doone Apartments,
Ltd. as of December 31, 1994, and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Bonnie Doone Apartments, Ltd.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C.

January 31, 1995

[Letterhead of BROWDER & ASSOCIATES, P.C.]

Independent Auditor's Report

To the Partners of
Bonnie Doone Apartments, Ltd.
Athens, Alabama

HUD Field Office Director
Birmingham, Alabama

We have audited the accompanying balance sheet of Bonnie Doone Apartments,
Ltd., Project No. 062-44045-LD, as of December 31, 1993, and the related
statements of profit and loss, changes in partners' equity, 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.

We conducted our audit in accordance with generally accepted auditing
standards, Governmenet Auditing Standards issued by the Comptroller General of
the United States, and the Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July 1993. Those standards and the Guide 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 Bonnie Doone Apartments,
Ltd. as of December 31, 1993, and the results of its operations, changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supporting data included in the
report are presented for the purpose of additional analysis and are not a
required part of the basic financial statements of Bonnie Doone Apartments, Ltd.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

[Signature of Browder & Associates, P.C.]

BROWDER & ASSOCIATES, P.C.

January 31, 1994

[Letterhead of Ruljancich Blume Loveridge & Co., PLLC]

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Conifer 208
Tacoma, Washington

We have audited the accompanying balance sheets of Conifer 208 (a limited
partnership), sponsor of FHA Project No. 171-44038, as of December 31, 1995 and
1994, 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 Auditinq Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Conifer 208, as of December
31, 1995 and 1994, 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 Auditinq Standards, we have also issued a
report dated January 24, 1996 on our consideration of the Partnership's internal
control structure and reports dated January 24, 1996 on its compliance with
specific requirements applicable to HUD programs.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The additional information shown on pages 9 to 17
is presented for purposes of additional analysis for the year ended December 31,
1995 and is not a required part of the financial statements. Such additional
information has been subjected to the auditing procedures applied in the audit
of the financial statements for that year, and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

[Signature of Ruljancich, Blume, Loveridge & Co.]

January 24, 1996

[Letterhead of Ruljancich Blume Loveridge & Co.]

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Conifer 208
Tacoma, Washington

We have audited the accompanying balance sheets of Conifer 208 (a limited
partnership), sponsor of FHA Project No. 171-44038, as of December 31, 1994 and
1993, 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 an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Conifer 208 as of December
31, 1994 and 1993, 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 financial
statements taken as a whole. The additional information shown on pages 9 to 17
is presented for purposes of additional analysis for the year ended December 31,
1994, and is not a required part of the financial statements. Such additional
information has been subjected to the auditing procedures applied in the audit
of the financial statements for that year, and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

[Signature of Ruljancich, Blume, Loveridge & Co.]

January 23, 1995

[Letterhead of Ruljancich Blume Loveridge & Co., PLLC]

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Conifer 307 Oreg. Ltd.
Tacoma, Washington

We have audited the accompanying balance sheets of Conifer 307 Oreg. Ltd.
(a limited partnership), sponsor of FHA Project No. 126-44038, as of December
31, 1995 and 1994, 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 an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Conifer 307 Oreg. Ltd., as
of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 5, 1996 on our consideration of the Partnership's internal
control structure and reports dated February 5, 1996 on its compliance with
specific requirements applicable to HUD programs.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The additional information shown on pages 9 to 17
is presented for purposes of additional analysis for the year ended December 31,
1995, and is not a required part of the financial statements. Such additional
information has been subjected to the auditing procedures applied in the audit
of the financial statements for that year, and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

[Signature of Ruljancich, Blume, Loveridge & Co.]

February 5, 1996

[Letterhead of Ruljancich Blume Loveridge & Co., PLLC]

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Conifer 307 Oreg. Ltd.
Tacoma, Washington

We have audited the accompanying balance sheets of Conifer 307 Oreg. Ltd.
(a limited partnership), sponsor of FHA Project No. 126-44038, as of December
31, 1994 and 1993, 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 an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Conifer 307 Oreg. Ltd., as
of December 31, 1994 and 1993, 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 financial
statements taken as a whole. The additional information shown on pages 9 to 17
is presented for purposes of additional analysis for the year ended December 31,
1994, and is not a required part of the financial statements. Such additional
information has been subjected to the auditing procedures applied in the audit
of the financial statements for that year, and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

[Signature of Ruljancich, Blume, Loveridge & Co.]

February 4, 1995

[Letterhead of Ruljancich Blume Loveridge & Co., PLLC]

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Conifer 317, an Oregon Limited Partnership
Tacoma, Washington

We have audited the accompanying balance sheets of Conifer 317, an Oregon
Limited Partnership, sponsor of FHA Project No. 126-44134, as of December 31,
1995 and 1994, 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 an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Conifer 317, an Oregon
Limited Partnership, as of December 31, 1995 and 1994, 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 2, 1996 on our consideration of the Partnership's internal
control structure and reports dated February 2, 1996 on its compliance with
specific requirements applicable to HUD programs.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The additional information shown on pages 9 to 17
is presented for purposes of additional analysis for the year ended December 31,
1995 and is not a required part of the financial statements. Such additional
information has been subjected to the auditing procedures applied in the audit
of the financial statements for that year, and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

[Signature of Ruljancich, Blume, Loveridge & Co.]

February 2, 1996

[Letterhead of Ruljancich Blume Loveridge & Co.]

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS

Partners
Conifer 317, an Oregon Limited Partnership
Tacoma, Washington

We have audited the accompanying balance sheets of Conifer 317, an Oregon
Limited Partnership. sponsor of FHA Project No. 126-44134, as of December 31,
1994 and 1993, 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 an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Conifer 317, an Oregon
Limited Partnership, as of December 31, 1994 and 1993, 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 financial
statements taken as a whole. The additional information shown on pages 9 to 17
is presented for purposes of additional analysis for the year ended December 31,
1994, and is not a required part of the financial statements. Such additional
information has been subjected to the auditing procedures applied in the audit
of the financial statements for that year, and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

[Signature of Ruljancich, Blume, Loveridge & Co.]

January 31, 1995

[Letterhead of Dickey & Wolf, LLC)

INDEPENDENT AUDITORS' REPORT

To the Partners
BiCentennial Associates, Ltd.
Houston, TX

We have audited the accompanying balance sheet of BICENTENNIAL ASSOCIATES,
LTD. (a Texas Limited Partnership) as of December 31, 1995, and the related
statements of operations, 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.

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 BICENTENNIAL ASSOCIATES,
LTD. as of December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As shown in the financial
statements, the Partnership incurred a net loss of ($5,179,731) during the year
ended December 31, 1995, and at that date was in default on a wraparound
purchase note payable (Note 3). These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern.

The ability of the Partnership to continue depends upon its ability to
obtain additional or restructured financing and ultimately to attain a level of
operating profit sufficient to enable it to meets its obligations. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

[Signature of Dickey & Wolf]

DICKEY & WOLF, LLC
Certified Public Accountants

Harrisonville, MO
January 26, 1996

[Letterhead of Dickey, Franklin & Wolf, LLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
BiCentennial Associates, Ltd.
Houston, TX

We have audited the accompanying balance sheet of BICENTENNIAL ASSOCIATES,
LTD, FHA Project Number 114-35195 (a Limited Partnership), as of December 31,
1994, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity (deficiency) 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 BICENTENNIAL ASSOCIATES,
LTD. as of December 31, 1994, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As shown in the financial
statements, the Partnership incurred a net loss of $(891,421) during the year
ended December 31, 1994, and at that date was in default on a wraparound
purchase note payable (Note 3). These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern.

To the Partners
BiCentennial Associates, Ltd.
Page Two

The ability of the Partnership to continue depends upon its ability to
obtain additional or restructured financing and ultimately to attain a level of
operating profit sufficient to enable it to meet its obligations. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

[Signature of Dickey, Franklin & Wolf, LLC]

DICKEY, FRANKLIN & WOLF, LLC
Certified Public Accountants

Harrisonville, MO
January 27, 1995

[Letterhead of Dickey, Franklin, Halbhuber & Cook]

INDEPENDENT AUDITORS' REPORT

To the Partners
BiCentennial Associates, Ltd.
Houston, TX

We have audited the accompanying balance sheet of BICENTENNIAL ASSOCIATES,
LTD, FHA Project Number 114-35195 (a Limited Partnership), as of December 31,
1993, and the related statements of profit and loss (on HUD Form No. 92410),
partners' equity (deficiency) and cash flows for the year then ended. These
financial statments 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 BICENTENNIAL ASSOCIATES,
LTD. as of December 31, 1993, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As shown in the financial
statements, the Partnership incurred a net loss of $(858,764) during the year
ended December 31, 1993, and at that date was in default on a wraparound
purchase note payable (Note 3). These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern.

To the Partners
BiCentennial Associates, Ltd.
Page Two

The ability of the Partnership to continue depends upon its ability to
obtain additional or restructured financing and ultimately to attain a level of
operating profit sufficient to enable it to meet its obligations. The financial
statements do not include any ajdustments that might result from the outcome of
this uncertainty.

[Signature of Dickey, Franklin, Halbhuber & Cook]

DICKEY, FRANKLIN, HALBHUBER & COOK
Certified Public Accountants

Harrisonville, MO
January 29, 1994

[Letterhead of Deloitte & Touche LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners
Bellfort Associates, Ltd.
Houston, Texas

We have audited the accompanying balance sheets of Bellfort Associates,
Ltd. (the "Partnership"), a Texas limited partnership, as of December 31, 1995,
1994 and 1993, and the related statements of operations, partners' deficiency
and cash flows for each of the three years in the period ended December 31,
1995. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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, such financial statements present fairly, in all material
respects, the financial position of Bellfort Associates, Ltd. as of December 31,
1995, 1994 and 1993, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 4 to the
financial statements, the Partnership could experience liquidity problems which
raises substantial doubt about its ability to continue as a going concern. The
Partnership's plans concerning this matter are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

[Signature of Deloitte & Touche LLP]

February 9, 1996

[Letterhead of Williams Benator & Libby, LLP]

INDEPENDENT AUDITORS' REPORT

Partners
Cloisters Associates, Ltd.
Atlanta, Georgia

We have audited the balance sheets of Cloisters Associates, Ltd. as of
December 31, 1995 and 1994, and the related statements of operations, changes in
partners' capital (deficit), and cash flows for each of the three years in the
period ended December 31, 1995. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Cloisters Associates, Ltd.
at December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.

[Signature of Williams Benator & Libby, LLP]

Atlanta, Georgia
January 29, 1996

[Letterhead of Williams Benator & Libby]

INDEPENDENT AUDITORS' REPORT

Partners
Cloisters Associates, Ltd.
Atlanta, Georgia

We have audited the balance sheeets of Cloisters Associates, Ltd. as of
December 31, 1994 and 1993, and the related statements of operations, changes in
partners' capital (deficit), and cash flows for each of the three years in the
period ended December 31, 1994. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Cloisters Associates, Ltd.
at December 31, 1994 and 1993, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.

[Signature of Williams Benator & Libby]

Atlanta, Georgia
February 6, 1995

[Letterhead of Williams Benator & Libby, LLP]

INDEPENDENT AUDITORS' REPORT

Partners
Cabarrus Arms Associates
Atlanta, Georgia

We have audited the balance sheets of Cabarrus Arms Associates as of
December 31, 1995 and 1994, and the related statements of operations, changes in
partners' capital (deficit), and cash flows for each of the three years in the
period ended December 31, 1995. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Cabarrus Arms Associates at
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995 in conformity
with generally accepted accounting principles.

[Signature of Williams Benator & Libby, LLP]

Atlanta, Georgia
January 29, 1996

[Letterhead of Williams Benator & Libby]

INDEPENDENT AUDITORS' REPORT

Partners
Cabarrus Arms Associates
Atlanta, Georgia

We have audited the balance sheets of Cabarrus Arms Associates as of
December 31, 1994 and 1993, and the related statements of operations, changes in
partners' capital (deficit), and cash flows for each of the three years in the
period ended December 31, 1994. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Cabarrus Arms Associates at
December 31, 1994 and 1993, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1994 in conformity
with generally accepted accounting principles.

[Signature of Williams Benator & Libby]

Atlanta, Georgia
January 17, 1995

[Letterhead of Mauldin & Jenkins]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Summer Arms Apartments, Ltd.
Sumter, South Carolina

We have audited the accompanying balance sheets of Summer Arms Apartments,
Ltd. (a limited partnership) as of December 31, 1995, 1994 and 1993, 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Summer Arms Apartments, Ltd.
(a limited partnership) as of December 31, 1995, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

[Signature of Mauldin & Jenkins]

Atlanta, Georgia
January 24, 1996

[Letterhead of Mauldin & Jenkins]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lexington Village Company
Conyers, Georgia

We have audited the accompanying balance sheets of Lexington Village
Company (a limited partnership) as of December 31, 1995, 1994 and 1993, 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Lexington Village Company (a
limited partnership) as of December 31, 1995, 1994 and 1993, and the results of
its operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

[Signature of Mauldin & Jenkins]

Atlanta, Georgia
February 2, 1996

[Letterhead of Mauldin & Jenkins]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Ware Manor Associates
Waycross, Georgia

We have audited the accompanying balance sheets of Ware Manor Associates (a
limited partnership) as of December 31, 1995, 1994 and 1993 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Ware Manor Associates (a
limited partnership) as of December 31, 1995, 1994 and 1993, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

[Signature of Mauldin & Jenkins]

Atlanta, Georgia
January 25, 1996

[Letterhead of Williams Benator & Libby, LLP]

INDEPENDENT AUDITORS' REPORT

Partners
Nottingham Woods Apartments Limited
Atlanta, Georgia

We have audited the balance sheets of Nottingham Woods Apartments Limited
as of December 31, 1995 and 1994, and the related statements of operations,
changes in partners' capital (deficit), and cash flows for each of the three
years in the period ended December 31, 1995. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Nottingham Woods Apartments
Limited at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.

[Signature of Williams Benator & Libby, LLP]

Atlanta, Georgia
January 30, 1996

[Letterhead of Williams Benator & Libby, LLP

INDEPENDENT AUDITORS' REPORT
Partners
Nottingham Woods Apartments Limited
Atlanta, Georgia

We have audited the balance sheets of Nottingham Woods Apartments Limited
as of December 31, 1994 and 1993, and the related statements of operations,
changes in partners' capital (deficit), and cash flows for each of the three
years in the period ended December 31, 1994. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Nottingham Woods Apartments
Limited at December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.

[Signature of Williams Benator & Libby, LLP

Atlanta, Georgia
January 17, 1995

[Letterhead of Williams Benator & Libby, LLP]

INDEPENDENT AUDITORS' REPORT

Partners
Hathaway Court Associates
Atlanta, Georgia

We have audited the balance sheets of Hathaway Court Associates as of
December 31, 1995 and 1994, and the related statements of operations, changes in
partners' capital (deficit), and cash flows for each of the three years in the
period ended December 31, 1995. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Hathaway Court Associates at
December 31, 1995 and 1994, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1995 in conformity
with generally accepted accounting principles.

[Signature of Williams Benator & Libby, LPP]

Atlanta, Georgia
January 25, 1996

[Letterhead of Williams Benator & Libby, LLP

INDEPENDENT AUDITORS' REPORT

Partners
Hathaway Court Associates
Atlanta, Georgia

We have audited the balance sheets of Hathaway Court Associates as of
December 31, 1994 and 1993, and the related statements of operations, changes in
partners' capital (deficit), and cash flows for each of the three years in the
period ended December 31, 1994. These 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 statement referred to above prevent fairly,
in all material respects, the financial position of Hathaway Court Associates at
December 31, 1994 and 1993, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1994 in conformity
with generally accepted accounting principles.

[Signature of Williams Benator & Libby, LLP

Atlanta, Georgia
January 19, 1995

[Letterhead of Mauldin & Jenkins]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Tall Pines Associates
LaGrange, Georgia

We have audited the accompanying balance sheets of Tall Pines Associates (a
limited partnership) as of December 31, 1995, 1994 and 1993, 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Tall Pines Associates as of
December 31, 1995, 1994 and 1993, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.

[Signature of Mauldin & Jenkins]

Atlanta, Georgia
February 2, 1996

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Shelton Beach Apartments, Ltd.

We have audited the accompanying balance sheets of Shelton Beach
Apartments, Ltd. as of December 31, 1995 and 1994, and the related statements of
revenue and expenses, 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. 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 Shelton Beach Apartments,
Ltd. as of December 31, 1995 and 1994, and the results of its operations, the
changes in partners' capital and cash flows for the years then ended, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 13
through 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.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Shelton Beach Apartments, Ltd.

We have audited the accompanying balance sheets of Shelton Beach
Apartments, Ltd. as of December 31, 1994 and 1993, and the related statements of
revenue and expenses, 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. 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 Shelton Beach Apartments,
Ltd. as of December 31, 1994 and 1993, and the results of its operations, the
changes in partners' capital and cash flows for the years then ended, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 12
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead of Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Northpointe II, Ltd.

We have audited the accompanying balance sheets of Northpointe II, Ltd. as
of December 31, 1995 and 1994, and the related statements of revenue and
expenses, 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. 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 Northpointe II, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 11
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1996

[Letterhead Reznick Fedder & Silverman]

INDEPENDENT AUDITORS' REPORT

To the Partners
Northpointe II, Ltd.

We have audited the accompanying balance sheets of Northpointe II, Ltd. as
of December 31, 1994 and 1993, and the related statements of revenue and
expenses, 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. 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 Northpointe II, Ltd. as of
December 31, 1994 and 1993, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 11
through 13 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Reznick Fedder & Silverman]

Bethesda, Maryland
January 9, 1995

[Letterhead KPMG Peat Marwick LLP]

Independent Auditors' Report

The Partners
Caroline Forest Apartments:

We have audited the accompanying balance sheet of Caroline Forest
Apartments (A Virginia Limited Partnership) as of December 31, 1995, 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 Caroline Forest Apartments
(A Virginia Limited Partnership) as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

[Signature of KPMG Peat Marwick LLP]

February 9, 1996

[Letterhead of KPMG Peat Marwick LLP]

Independent Auditors' Report

The Partners
Caroline Forest Apartments:

We have audited the accompanying balance sheet of Caroline Forest Apartments (A
Virginia Limited Partnership) as of December 31, 1994, 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 Caroline Forest Apartments (A
Virginia Limited Partnership) as of December 31, 1994, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

[Signature of KPMG Peat Marwick LLP]

February 3, 1995

[Letterhead of KPMG Peat Marwick]

Independent Auditors' Report

The Partners
Caroline Forest Apartments:

We have audited the accompanying balance sheet of Caroline Forest Apartments (A
Virginia Limited Partnership) as of December 31, 1993, 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 Caroline Forest Apartments (A
Virginia Limited Partnership) as of December 31, 1993, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

[Signature of KPMG Peat Marwick]

February 4, 1994

Report of Independent Public Accountant

To the Partners of
Park of Pecan I, Ltd.:

I have audited the accompanying balance sheet of PARK OF PECAN I, LTD., (a Texas
limited partnership) as of December 31, 1995, and the related statements of loss
and partners' deficit and cash flows for the year 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 audit.

I conducted my audit in accordance with generally accepted auditing standards.
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 Park of Pecan I, Ltd. as of
December 31, 1995, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has suffered recurring losses from
operations resulting in a net capital deficiency. The Partnership's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

[Signature of Randal B. McDonald Jr., CPA]

March 15, 1996,
Houston, Texas.

Report of Independent Public Accountant

To the Partners of
Park of Pecan I, Ltd.:

I have audited the accompanying balance sheet of PARK OF PECAN I, LTD., (a
Texas limited partnership) as of December 31, 1994, and the related statements
of loss and partners' deficit and cash flows for the year 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 audit.

I conducted my audit in accordance with generally accepted auditing standards.
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 Park of Pecan I, Ltd. as of
December 31, 1994, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has suffered recurring losses from
operations resulting in a net capital deficiency. The Partnership's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

[Signature of Randal B. McDonald Jr., CPA]

February 27, 1995,
Houston, Texas.

Report of Independent Public Accountant

To the Partners of
Park of Pecan I, Ltd.:

I have audited the accompanying balance sheet of PARK OF PECAN I, LTD., (a Texas
limited partnership) as of December 31, 1993, and the related statements of loss
and partners' deficit and cash flows for the year 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 audit.

I conducted my audit in accordance with generally accepted auditing standards.
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 Park of Pecan I, Ltd. as of
December 31, 1993, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has suffered recurring losses from
operations resulting in a net capital deficiency. The Partnership's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

[Signature of Randal B. McDonald Jr., CPA]

March 8, 1994,
Houston, Texas.

Report of Independent Public Accountant

To the Partners of
Park of Pecan II, Ltd.:

I have audited the accompanying balance sheet of PARK OF PECAN II, LTD., (a
Texas limited partnership) as of December 31, 1995, and the related statements
of loss and partners' deficit and cash flows for the year 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 audit.

I conducted my audit in accordance with generally accepted auditing standards.
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 Park of Pecan II, Ltd. as of
December 31, 1995, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has suffered recurring losses from
operations resulting in a net capital deficiency. The Partnership's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

[Signature of Randal B. McDonald Jr., CPA]

March 15, 1996,
Houston, Texas.

Report of Independent Public Accountant

To the Partners of
Park of Pecan II, Ltd.:

I have audited the accompanying balance sheet of PARK OF PECAN II, LTD., (a
Texas limited partnership) as of December 31, 1994, and the related
statements of loss and partners' deficit and cash flows for the year 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 audit.

I conducted my audit in accordance with generally accepted auditing
standards. 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 Park of Pecan II, Ltd. as of
December 31, 1994, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has suffered recurring losses from
operations resulting in a net capital deficiency. The Partnership's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

[Signature of Randal B. McDonald Jr., CPA]

February 27, 1995,
Houston, Texas.

Report of Independent Public Accountant

To the Partners of
Park of Pecan II, Ltd.:

I have audited the accompanying balance sheet of PARK OF PECAN II, LTD., (a
Texas limited partnership) as of December 31, 1993, and the related statements
of loss and partners' deficit and cash flows for the year 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 audit.

I conducted my audit in accordance with generally accepted auditing standards.
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 Park of Pecan II, Ltd. as of
December 31, 1993, and the results of its operations and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1 to the
financial statements, the Partnership has suffered recurring losses from
operations resulting in a net capital deficiency. The Partnership's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

[Signature of Randal B. McDonald Jr., CPA]

March 8, 1994,
Houston, Texas.

[WEINTRAUB, NESSEL & SMITH, PLLC, LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Villa Apollo Associates Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Villa Apollo
Associates Limited Partnership (a limited partnership) as of December 31, 1995
and 1994 and the related Comparative Statements of Revenue and Expense,
Partners' Deficiency and Cash Flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly
in all material respects the financial position of Villa Apollo Associates
Limited Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles. The supporting data included in this
report have been subjected to the same auditing procedures applied in the
examination of the basic financial statements and, in our opinion, are presented
fairly in all material respects in relation to the basic financial statements
taken as a whole.

[Signature of Weintraub, Nessel & Smith, PLLC]

WEINTRAUB, NESSEL & SMITH, PLLC
Certified Public Accountants

February 7, 1996

[WEINTRAUB, NESSEL & SMITH LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Villa Apollo Associates Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Villa Apollo
Associates Limited Partnership (a limited partnership) as of December, 31, 1994
and 1993 and the related Comparative Statements of Revenue and Expense,
Partners' Deficiency and Cash Flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly
in all material respects the financial position of Villa Apollo Associates
Limited Partnership as of December 31, 1994 and 1993 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles. The supporting data included in this
report have been subjected to the same auditing procedures applied in the
examination of the basic financial statements and, in our opinion, are presented
fairly in all material respects in relation to the basic financial statements
taken as a whole.

[Signature of Weintraub, Nessel & Smith]

WEINTRAUB, NESSEL & SMITH
Certified Public Accountants

February 10, 1995

[WEINTRAUB, NESSEL & SMITH, PLLC LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Carlton Terrace Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Carlton
Terrace Apartments Limited Partnership (a limited partnership) as of December
31, 1995 and 1994 and the related Comparative Statements of Revenue and Expense,
Partners' Deficiency and Cash Flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 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 Carlton Terrace Apartments
Limited Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles. The supporting data included in this
report have been subjected to the same auditing procedures applied in the
examination of the basic financial statements and, in our opinion, are
presented fairly in all material respects in relation to the basic financial
statements taken as a whole.

[Signature of Weintraub, Nessel & Smith, PLLC]

WEINTRAUB, NESSEL & SMITH, PLLC
Certified Public Accountants

February 12, 1996

[WEINTRAUB, NESSEL & SMITH LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Carlton Terrace Apartments Limited Partnership
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of Carlton
Terrace Apartments Limited Partnership (a limited partnership) as of
December 31, 1994 and 1993 and the related Comparative Statements of Revenue
and Expense, Partners' Deficiency and Cash Flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 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 Carlton Terrace Apartments
Limited Partnership as of December 31, 1994 and 1993 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles. The supporting data included in this
report have been subjected to the same auditing procedures applied in the
examination of the basic financial statements and, in our opinion, are presented
fairly in all material respects in relation to the basic financial statements
taken as a whole.

[Signature of Weintraub, Nessel & Smith]

WEINTRAUB, NESSEL & SMITH
Certified Public Accountants

February 4, 1995

[Letterhead of DELOITTE & TOUCHE LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cranbrook Manor Apartments Limited Partnership
Farmington Hills, Michigan

We have audited the accompanying balance sheet of Cranbrook Manor Apartments
Limited Partnership (a Michigan Limited Partnership) Project No.
047-44002-LDP-SUP, as of December 31, 1995, and the related statements of profit
and loss, changes in partners' deficit and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Cranbrook Manor Apartments Limited
Partnership Project No. 047-44002-LDP-SUP as of December 31, 1995, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 2 to the
financial statements, the Partnership is experiencing difficulty in generating
sufficient cash flow to meet its obligations and sustain its operations, which
raises substantial doubt about the Partnership's ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information of Cranbrook
Manor Apartments Limited Partnership Project No. 047-44002-LDP-SUP on pages
12-18 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements. This additional information is the
responsibility of the Partnership's management. 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 when
considered 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, 1996, on our consideration of the Partnership's internal
control structure and a report dated February 8, 1996, on its compliance with
laws and regulations.

[Signature of Deloitte & Touche, LLP]

February 8, 1996

Audit Partner: Richard D. DiBartolomeo
Telephone No.: (313) 396-3670
Federal Tax Employer Identification Number: 13-5133500

-2-

[Letterhead of DELOITTE & TOUCHE LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cranbrook Manor Apartments
Limited Partnership
Farmington Hills, Michigan

We have audited the financial statements of Cranbrook Manor Apartments
Limited Partnership (a Michigan Limited Partnership) Project No.
047-44002-LDP-SUP, listed in the accompanying Table of Contents, as of and for
the year ended December 31, 1994. These 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, such financial statements present fairly, in all material
respects, the financial position of Cranbrook Manor Apartments Limited
Partnership Project No. 047-44002-LDP-SUP as of December 31, 1994, and the
results of its operations, the changes in its partners' deficit and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying Table of Contents, which are also the responsibility of the
Partnership's management, are presented for purposes of additional analysis and
are not a required part of the basic financial statements of Cranbrook Manor
Apartments Limited Partnership Project No. 047-44002-LDP-SUP. Such schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Deloitte & Touche, LLP]

January 23, 1995

Audit Partner: Philip M. Goy
Telephone No.: (313) 396-3675
Federal Tax Employer Identification Number: 13-5133500

[DELOITTE & TOUCHE LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cranbrook Manor Apartments
Limited Partnership
Farmington Hills, Michigan

We have audited the financial statements of Cranbrook Manor Apartments
Limited Partnership (a Michigan Limited Partnership) Project No.
047-44002-LDP-SUP, listed in the accompanying Table of Contents, for the year
ended December 31, 1993. These 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, such financial statements present fairly, in all material
respects, the financial position of Cranbrook Manor Apartments Limited
Partnership Project No. 047-44002-LDP-SUP as of December 31, 1993, and the
results of its operations, the changes in its partners' deficit and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying Table of Contents, which are also the responsibility of the
Partnership's management, are presented for purposes of additional analysis and
are not a required part of the basic financial statements of Cranbrook Manor
Apartments Limited Partnership Project No. 047-44002-LDP-SUP. Such schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Deloitte & Touche]

January 20, 1994

Audit Partner: Philip M. Goy
Telephone No.: (313) 396-3675
Federal Tax Employer Identification Number: 13-5133500

[Letterhead of DELOITTE & TOUCHE LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Oakbrook Villa Apartments Limited Partnership
Farmington Hills, Michigan

We have audited the accompanying balance sheet of Oakbrook Villa Apartments
Limited Partnership (a Michigan Limited Partnership) Project No. 044-44001-LDP
as of December 31, 1995, and the related statements of profit and loss, changes
in partners' deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Oakbrook Villa Apartments Limited
Partnership Project No. 044-44001-LDP as of December 31, 1995, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information of Oakbrook
Villa Apartments (Project No. 044-44001-LDP) on pages 11-16, is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements. This additional information is the responsibility of the
Partnership's management. 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 when considered in relation
to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated February 21, 1996, on our consideration of Oakbrook Villa's
internal control structure and a report dated February 21, 1996, on its
compliance with laws and regulations.

[Signature of Deloitte & Touche, LLP]

February 21, 1996

Audit Partner: Richard D. DiBartolomeo
Telephone No.: (313) 396-3670
Federal Tax Employer Identification Number: 13-5133500

[Letterhead of DELOITTE & TOUCHE LLP]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Oakbrook Villa Apartments Limited Partnership
Farmington Hills, Michigan

We have audited the financial statements of Oakbrook Villa Apartments
Limited Partnership (a Michigan Limited Partnership) Project No. 044-44001-LDP,
listed in the accompanying Table of Contents, as of and for the year ended
December 31, 1994. These 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, such financial statements present fairly, in all material
respects, the financial position of Oakbrook Villa Apartments Limited
Partnership Project No. 044-44001-LDP as of December 31, 1994, and the results
of its operations, the changes in its partners' deficit and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying Table of Contents, which are also the responsibility of the
Partnership's management, are presented for purposes of additional analysis and
are not a required part of the basic financial statements of Oakbrook Villa
Apartments Limited Partnership Project No. 044-44001-LDP. Such schedules have
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Deloitte & Touche, LLP]

January 30, 1995

Audit Partner: Philip M. Goy
Telephone No.: (313) 396-3675
Federal Tax Employer Identification Number: 13-5133500

[Letterhead of DELOITTE & TOUCHE]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Oakbrook Villa Apartments Limited Partnership
Farmington Hills, Michigan

We have audited the financial statements of Oakbrook Villa Apartments
Limited Partnership (a Michigan Limited Partnership) Project No. 044-44001-LDP,
listed in the accompanying Table of Contents, for the year ended December 31,
1993. These 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, such financial statements present fairly, in all material
respects, the financial position of Oakbrook Villa Apartments Limited
Partnership Project No. 044-44001-LDP as of December 31, 1993, and the results
of its operations, the changes in its partners' deficit and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying Table of Contents, which are also the responsibility of the
Partnership's management, are presented for purposes of additional analysis and
are not a required part of the basic financial statements of Oakbrook Villa
Apartments Limited Partnership Project No. 044-44001-LDP. Such schedules have
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

[Signature of Deloitte & Touche]

January 21, 1994

Audit Partner: Philip M. Goy
Telephone No.: (313) 396-3675
Federal Tax Employer Identification Number: 13-5133500

[Letterhead of BORDMAN & WINNICK]
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Pebble Creek LDHA

We have audited the accompanying balance sheet of MSHDA Development No. 277 of
Pebble Creek LDHA (A Limited Partnership) as of December 31, 1995, and the
related statements of operations and changes in partner's equity for the year
then ended. We have also audited the statements of cash flows for the years
ended December 31, 1994 and 1995. These financial statements are the
responsibility of the Development'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 MSHDA Development No. 277,
Pebble Creek LDHA, as of December 31, 1995, and the results of its operations
and the changes in partners' equity and cash flows for the year then ended in
conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in the report (shown
on pages 9 to 15) is presented for the purposes of additional analysis and are
not a required part of the financial statements of MSHDA Development No. 277.
Such information has been subject to the auditing procedures applied in the
audit of financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.

[Signature of Bordman & Winnick]

West Bloomfield, MI BORDMAN & WINNICK
January 31, 1996 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Pebble Creek LDHA

We have audited the accompanying balance sheet of MSHDA Development No. 277
of Pebble Creek LDHA (A Limited Partnership) as of December 31, 1994, and the
related statements of operations and changes in partner's equity for the year
then ended. We have also audited the statements of cash flows for the years
ended December 31, 1993 and 1994. These financial statements are the
responsibility of the Development'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 MSHDA Development No. 277,
Pebble Creek LDHA, as of December 31, 1994, and the results of its operations
and the changes in partners' equity and cash flows for the year then ended in
conformity with generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data included in the
report (shown on pages 9 to 15) is presented for the purposes of additional
analysis and are not a required part of the financial statements of MSHDA
Development No. 277. Such information has been subject to the auditing
procedures applied in the audit of financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial statements
taken as a whole.

[Signature of Bordman & Winnick]

West Bloomfield, MI BORDMAN & WINNICK
January 25, 1995 Certified Public Accountants

[Letterhead of BORDMAN & WINNICK]
CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Pebble Creek LDHA

We have audited the accompanying balance sheet of MSHDA Project No. 277 of
Pebble Creek LDHA (A Limited Partnership) as at December 31, 1993, and the
related statements of operations and changes in partner's equity for the year
then ended. We have also audited the statements of cash flows for the years
ended December 31, 1992 and 1993. 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.

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 MSHDA Project No. 277 as at
December 31, 1993, and the results of its operations and the changes in
partners' equity 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 financial
statements taken as a whole. The supporting data included in the report (shown
on pages 9 to 15) are presented for the purposes of additional analysis and are
not a required part of the financial statements of MSHDA Project No. 277. Such
information has been subject to the auditing procedures applied in the audit of
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.

[Signature of Bordman & Winnick]

West Bloomfield, MI BORDMAN & WINNICK
January 25, 1994 Certified Public Accountants

[Letterhead of WEINTRAUB, NESSEL & SMITH, PLLC]

INDEPENDENT AUDITORS' REPORT

To the Partners
VILLA APOLLO #2 LIMITED PARTNERSHIP
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of VILLA APOLLO #2
LIMITED PARTNERSHIP (a limited partnership) as of December 31, 1995 and 1994 and
the related Comparative Statements of Revenue and Expense, Partners' Deficiency,
and Cash Flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our 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, ovidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects the financial position of Villa Apollo #2 Limited Partnership
as of December 31, 1995 and 1994 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles. The supporting data included in this report have been subjected to
the same auditing procedures applied in the examination of the basic financial
statements and, in our opinion, are presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

[Signature of Weintraub, Nessel & Smith, PLLC]

WEINTRAUB, NESSEL & SMITH, PLLC
Certified Public Accountants

February 8, 1996

[Letterhead of WEINTRAUB, NESSEL & SMITH]

INDEPENDENT AUDITORS' REPORT

To the Partners
VILLA APOLLO #2 LIMITED PARTNERSHIP
28777 Northwestern Highway, Suite 100
Southfield, MI 48034

We have audited the accompanying Comparative Balance Sheet of VILLA APOLLO #2
LIMITED PARTNERSHIP (a limited partnership) as of December 31, 1994 and 1993 and
the related Comparative Statements of Revenue and Expense, Partners' Deficiency,
and Cash Flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our 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 provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects the financial position of Villa Apollo #2 Limited Partnership
as of December 31, 1994 and 1993 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles. The supporting data included in this report have been subjected to
the same auditing procedures applied in the examination of the basic financial
statements and, in our opinion, are presented fairly in all material respects in
relation to the basic financial statements taken as a whole.

[Signature of Weintraub, Nessel & Smith]

WEINTRAUB, NESSEL & SMITH
Certified Public Accountants

February 1, 1995

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Greenwood Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Greenwood
Manor, Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Greenwood Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 9, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Greenwood Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Greenwood
Manor, Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Greenwood Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 30, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Greenwood Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Greenwood
Manor, Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared,
as described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantaged Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly,
in all material respects, the financial position of the Partnership at December
31, 1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners
of Greenwood Manor, Ltd., management and Hutton and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 27, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Malvern Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Malvern Manor,
Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Malvern Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 8, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Malvern Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Malvern Manor,
Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Malvern Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 14, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Malvern Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Malvern
Manor, Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared,
as described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantaged Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly,
in all material respects, the financial position of the Partnership at December
31, 1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners
of Malvern Manor, Ltd., management and Hutton and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 2, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Hereford Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Hereford
Manor, Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Hereford Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 7, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Hereford Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Hereford
Manor, Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Hereford Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 17, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Hereford Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Hereford
Manor, Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared,
as described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantaged Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners
of Hereford Manor, Ltd., management and Hutton and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 4, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Henslee Heights, Ltd.:

We have audited the accompanying special-purpose balance sheet of Henslee
Heights, Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Henslee Heights, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 12, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Henslee Heights, Ltd.:

We have audited the accompanying special-purpose balance sheet of Henslee
Heights, Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Henslee Heights, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 12, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Henslee Heights, Ltd.:

We have audited the accompanying special-purpose balance sheet of Henslee
Heights, Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared,
as described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantaged Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly,
in all material respects, the financial position of the Partnership at December
31, 1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners
of Henslee Heights, Ltd., management and Hutton and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 3, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Oakwood Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Oakwood Manor,
Ltd. (the "Partnership") as of Decemher 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 obitain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
l995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note l.

This report is intended solely for the information and use of the partners of
Oakwood Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 22, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Oakwood Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Oakwood Manor,
Ltd. (the "Partnership") as of Decemher 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
l994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note l.

This report is intended solely for the information and use of the partners of
Oakwood Manor, Ltd., management and Cambridge and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 13, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Oakwood Manor, Ltd.:

We have audited the accompanying special-purpose balance sheet of Oakwood Manor,
Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantaged Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Oakwood Manor, Ltd., management and Hutton and should not be used for any other
purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 22, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
West Scenic Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of West Scenic
Apartments, Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
West Scenic Apartments, Ltd., management and Cambridge and should not be used
for any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 23, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
West Scenic Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of West Scenic
Apartments, Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantages Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
West Scenic Apartments, Ltd., management and Cambridge and should not be used
for any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 9, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
West Scenic Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of West Scenic
Apartments, Ltd. (the "Partnership") as of December 31, 1993, ant the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantages Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners
of West Scenic Apartments, Ltd., management and Hutton and should not be used
for any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 22, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Robindale East Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of Robindale East
Apartments, Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Robindale East Apartments, Ltd., management and Cambridge and should not be used
for any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 23, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Robindale East Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of Robindale East
Apartments, Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantages Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Robindale East Apartments, Ltd., management and Cambridge and should not be used
for any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 9, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Robindale East Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of Robindale East
Apartments, Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantages Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Robindale East Apartments, Ltd., management and Hutton and should not be used
for any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 21, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Southwest Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of Southwest
Apartments, Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Southwest Apartments, Ltd., management and Cambridge and should not be used
for any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 2, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Southwest Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of Southwest
Apartments, Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Southwest Apartments, Ltd., management and Cambridge and should not be used for
any other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 27, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Southwest Apartments, Ltd.:

We have audited the accompanying special-purpose balance sheet of Southwest
Apartments, Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantaged Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Southwest Apartments, Ltd., management and Hutton and should not be used for any
other purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 31, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Valley Arms, Ltd.:

We have audited the accompanying special-purpose balance sheet of Valley Arms,
Ltd. (the "Partnership") as of December 31, 1995, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantaged Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1995, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Valley Arms, Ltd., management and Cambridge and should not be used for any other
purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 30, 1996

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Valley Arms, Ltd.:

We have audited the accompanying special-purpose balance sheet of Valley Arms,
Ltd. (the "Partnership") as of December 31, 1994, and the related
special-purpose statements of profit and loss, partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the General Partner. 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 the
General Partner, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Cambridge Advantages Properties Limited Partnership
("Cambridge"), and on the basis of accounting practices specified by the
management of Cambridge. These financial statements are not intended to be a
presentation in conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1994, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Valley Arms, Ltd., management and Cambridge and should not be used for any other
purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

January 24, 1995

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of JEFFREY, PHILLIPS, MOSLEY & SCOTT, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Partners
Valley Arms, Ltd.:

We have audited the accompanying special-purpose balance sheet of Valley Arms,
Ltd. (the "Partnership") as of December 31, 1993, and the related
special-purpose statements of profit and loss, 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.

The accompanying special-purpose financial statements have been prepared, as
described in Note 1 to the financial statements, for the purpose of
consolidation with those of Hutton Advantages Properties Limited Partnership
("Hutton"), and on the basis of accounting practices specified by the management
of Hutton. These financial statements are not intended to be a presentation in
conformity with generally accepted accounting principles.

In our opinion, such special-purpose financial statements present fairly, in all
material respects, the financial position of the Partnership at December 31,
1993, and the results of its operations and its cash flows for the year then
ended in conformity with the basis of accounting described in Note 1.

This report is intended solely for the information and use of the partners of
Valley Arms, Ltd., management and Hutton and should not be used for any other
purpose.

[Signature of Jeffrey, Phillips, Mosley & Scott, P.A.]

February 4, 1994

The Lafayette Building Suite 700
523 South Louisiana * Little Rock, Arkansas 72201
(501) 376-6042 * FAX (501) 376-8814

[Letterhead of Bick Fredman & Co. Certified Public Accountants]

Independent Auditor's Report

The General and Limited Partners
Lancaster Manor Associates, Ltd.
Cleveland, Ohio

We have audited the accompanying balance sheet of Lancaster Manor
Associates, Ltd. (A California Limited Partnership), as of December 31, 1995,
and the related statements of operations, partners' 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 Lancaster
Manor Associates, Ltd. as of December 31, 1994 were audited by other auditors
whose report, dated January 20, 1995, 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 misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 Lancaster Manor
Associates, Ltd. as of December 31, 1995, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 23, 1996 on our consideration of Lancaster Manor
Associates, Ltd.'s internal control structure and a report dated January 23,
1996 on its compliance with laws and regulations.

[Signature of Bick Fredman & Co.]

Cleveland, Ohio
January 23, 1996

Members: Private Companies Practice Section American Institute of Certified
Public Accountants, Ohio Society of Certified Public Accountants

[Letterhead of Ciuni & Panichi, Inc. Certified Public Accountants]

INDEPENDENT AUDITOR'S REPORT

General and Limited Partners
Lancaster Manor Associates, Ltd.
Cleveland, Ohio

We have audited the accompanying balance sheet of Lancaster Manor
Associates, Ltd. (A California Limited Partnership), as of December 31, 1994,
and the related statements of operations, partners' 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 Lancaster
Manor Associates, Ltd. as of December 31, 1993 were audited by other auditors
whose report, dated January 19, 1994, 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 Lancaster Manor Associates,
Ltd. as of December 31, 1994, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

[Signature of Ciuni & Panichi, Inc.]

Cleveland, Ohio
January 20, 1995

[Addresses]

[Letterhead of Hausser + Taylor]

General and Limited Partners
Lancaster Manor Associates, Ltd.
Cleveland, Ohio

Independent Auditors' Report

We have audited the accompanying balance sheet of Lancaster Manor
Associates, Ltd. (A California Limited Partnership), as of December 31, 1993,
and the related statements of operations, partners' capital 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 Lancaster
Manor Associates, Ltd. as of December 31, 1992 were audited by other auditors
whose report, dated February 1, 1993, expressed an unqualified opinion on those
statements.

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 Lancaster Manor Associates,
Ltd. as of December 31, 1993, the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

[Signature of Hausser + Taylor]

Cleveland, Ohio
January 19, 1994

BUSINESS ADVISORS AND CERTIFIED PUBLIC ACCOUNTANTS / MEMBERS OF MOORES
ROWLAND INTERNATIONAL

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

March 25
------------------------------
1996 1995
------------- -------------

ASSETS

Property and equipment - at cost, less accumulated depreciation
(Notes 2, 4 and 6) $ 149,262,982 $ 158,506,188
Cash and cash equivalents (Notes 2 and 10) 2,651,994 3,190,963
Cash - restricted for tenants' security deposits 1,510,971 1,525,385
Mortgage escrow deposits (Notes 5 and 6) 10,523,258 9,349,023
Prepaid expenses and other assets (Note 8) 1,661,130 1,542,001
------------- -------------
Total assets $ 165,610,335 $ 174,113,560
============= =============

LIABILITIES AND PARTNERS DEFICIT

Liabilities
Mortgage notes payable (Note 6) $ 94,374,639 $ 96,599,104
Purchase money notes payable (Note 7) 89,795,242 89,795,242
Due to selling partners (Note 7) 97,169,422 87,893,936
Accounts payable, accrued expenses and other liabilities 3,620,602 3,431,083
Tenants' security deposits payable 1,451,411 1,441,424
Due to general partners of subsidiaries and their affiliates 2,380,398 2,337,008
Due to general partners and affiliates (Note 8) 1,403,448 1,565,844
------------- -------------
290,195,162 283,063,641
------------- -------------

Minority interest (Note 2) 150,518 141,231

Commitments and contingencies (Notes 6, 7, 8 and 10)

Partners deficit (124,735,345) (109,091,312)
------------- -------------

Total liabilities and partners deficit $ 165,610,335 $ 174,113,560
============= =============

See accompanying notes to consolidated financial statements.

-21-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended March 25
---------------------------------------------
1996 1995 1994
------------ ------------ ------------

Revenues
Rentals, net $ 35,554,772 $ 34,385,489 $ 33,422,315
Other 1,774,414 1,568,023 1,558,433
------------ ------------ ------------

37,329,186 35,953,512 34,980,748
------------ ------------ ------------
Expenses
Selling and renting 420,904 457,672 341,338
Administrative and management 4,960,853 4,802,606 4,681,141
Administrative and management-related parties (Note 8) 2,417,492 2,294,869 2,267,769
Operating 5,930,235 5,908,210 6,246,595
Repairs and maintenance 9,210,318 8,163,052 7,549,137
Taxes and insurance 4,721,099 4,561,058 4,541,799
Financial, principally interest 14,415,543 14,757,383 14,775,635
Depreciation 6,529,518 8,611,030 8,602,997
Provision for impairment of assets (Note 4) 4,343,215 0 0
------------ ------------ ------------

52,949,177 49,555,880 49,006,411
------------ ------------ ------------

(15,619,991) (13,602,368) (14,025,663)

Minority interest in (income) loss of subsidiaries (24,042) 3,705 4,627
------------ ------------ ------------

Net loss $(15,644,033) $(13,598,663) $(14,021,036)
============ ============ ============
Net loss allocable to:
General Partners $ (156,440) $ (135,987) $ (140,210)
Limited Partners (15,487,593) (13,462,676) (13,880,826)
------------ ------------ ------------

$(15,644,033) $(13,598,663) $(14,021,036)
============ ============ ============
Number of limited partnership units outstanding 12,074 12,074 12,074
============ ============ ============
Net loss per limited partnership unit $ (1,283) $ (1,115) $ (1,150)
============ ============ ============

See accompanying notes to consolidated financial statements.

-22-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

Total Limited Partners General Partners
------------- ---------------- ----------------

Balance - March 26, 1993 $ (81,471,613) $ (80,119,372) $(1,352,241)

Net loss (14,021,036) (13,880,826) (140,210)
------------- ------------- -----------

Balance - March 25, 1994 (95,492,649) (94,000,198) (1,492,451)

Net loss (13,598,663) (13,462,676) (135,987)
------------- ------------- -----------

Balance - March 25, 1995 (109,091,312) (107,462,874) (1,628,438)

Net loss (15,644,033) (15,487,593) (156,440)
------------- ------------- -----------

Balance - March 25, 1996 $(124,735,345) $(122,950,467) $(1,784,878)
============= ============= ===========

See accompanying notes to consolidated financial statements.

-23-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Year Ended March 25
--------------------------------------------
1996 1995 1994
------------ ------------ ------------

Cash flows from operating activities:
Net loss $(15,644,033) $(13,598,663) $(14,021,036)
------------ ------------ ------------
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation 6,529,518 8,611,030 8,602,997
Provision for impairment of assets 4,343,215 0 0
Minority interest in income (loss) of subsidiaries 24,042 (3,705) (4,627)
(Increase) decrease in assets:
Cash-restricted for tenants' security deposits 14,414 (5,923) (33,178)
Mortgage escrow deposits-real estate taxes,
insurance and other (743,534) (234,935) (168,835)
Prepaid expenses and other assets (119,129) (135,979) (65,219)
Increase (decrease) in liabilities:
Due to selling partners 10,984,742 11,007,205 10,985,141
Payments of interest to selling partners (1,709,256) (2,039,912) (2,346,872)
Accounts payable, accrued expenses and other liabilities 189,519 (759,194) 20,704
Tenants' security deposits payable 9,987 13,939 25,575
Due to general partners of subsidiaries and their affiliates 242,872 118,403 150,722
Due to general partners of subsidiaries and their affiliates (199,482) (300,564) (151,280)
Due to general partners and affiliates (162,396) 427,181 413,178
------------ ------------ ------------

Total adjustments 19,404,512 16,697,546 17,428,306
------------ ------------ ------------

Net cash provided by operating activities 3,760,479 3,098,883 3,407,270
------------ ------------ ------------

Cash flows from investing activities:
Net acquisition of property and equipment (1,629,527) (1,749,528) (1,139,873)
(Increase) decrease in mortgage escrow deposits -
replacement reserves (430,701) 207,890 (106,782)
------------ ------------ ------------

Net cash used in investing activities (2,060,228) (1,541,638) (1,246,655)
------------ ------------ ------------

Net cash from operating and investing activities,
carried forward 1,700,251 1,557,245 2,160,615

See accompanying notes to consolidated financial statements.

-24-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(CONTINUED)

Year Ended March 25
-----------------------------------------
1996 1995 1994
----------- ----------- -----------

Net cash from operating and investing activities,
brought forward 1,700,251 1,557,245 2,160,615
----------- ----------- -----------
Cash flows from financing activities:
Principal payment of mortgage notes payable (2,224,465) (4,329,914) (1,930,219)
Proceeds from mortgage notes payable 0 2,355,444 0
Decrease in minority interest (14,755) (38,519) (9,975)
----------- ----------- -----------

Net cash used in financing activities (2,239,220) (2,012,989) (1,940,194)
----------- ----------- -----------

Net (decrease) increase in cash and cash equivalents (538,969) (455,744) 220,421

Cash and cash equivalents at beginning of year 3,190,963 3,646,707 3,426,286
----------- ----------- -----------

Cash and cash equivalents at end of year $ 2,651,994 $ 3,190,963 $ 3,646,707
=========== =========== ===========

Supplemental disclosure of cash flows information:

Cash paid during the year for interest $ 4,972,715 $ 5,255,926 $ 5,976,889
=========== =========== ===========

See accompanying notes to consolidated financial statements.

-25-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 1 - Organization

Cambridge Advantaged Properties Limited Partnership (formerly Hutton
Advantaged Limited Partnership) (the "Partnership") was formed pursuant to the
laws of the State of Massachusetts on June 28, 1984. The Partnership invests,
as a limited partner, in other limited partnerships (referred to herein as
"Local Partnerships" or "subsidiary partnerships"), each of which owns and
operates existing Apartment Complexes that are financed and/or operated with
some form of local, state or federal assistance, including mortgage insurance,
rental assistance payments, permanent mortgage financing and/or interest
reduction payments ("Government Assistance").

The General Partners of the Partnership are Assisted Housing
Associates Inc., (formerly Cambridge Assisted Housing Associates Inc.) (the
"Assisted General Partner"), a Delaware corporation and an affiliate of Lehman
Brothers Inc. ("Lehman"), Related Beta Corporation (the "Related General
Partner"), an affiliate of The Related Companies, L.P. ("Related"), a New York
limited partnership, and Cambridge/Related Associates Limited Partnership
(formerly Hutton/Related Associates Limited Partnership) ("C/R Special"), a
Massachusetts limited partnership. The general partners of Cambridge/Related
Associates are the Assisted General Partner and the Related General Partner.
The General Partners manage and control the affairs of the Partnership.

Pursuant to the public offering, the Partnership received $53,754,000
(net of offering expenses and sales commissions of $6,615,700) from 4,452
investors in 12,074 limited partnership interests. The offering was completed
in March 1985 and no further issuance of initial limited partnership interests
or additional limited partnership interests is anticipated.

The Partnership holds an interest in 61 Local Partnerships, each of
which owns one Apartment Complex which receives Government Assistance.

The terms of the Limited Partnership Agreement provide, among other
things, that profits and losses, in general, be shared 99% by the limited
partners and 1% by the general partners.

NOTE 2 - Summary of Significant Accounting Policies

a) Going Concern

The accompanying consolidated financial statements of
Cambridge Advantaged Properties Limited Partnership have been prepared
assuming the Partnership will continue as a going concern. As discussed in
Note 7, the principal of and all accrued interest on the purchase money notes
are at maturity which will occur during 1996. The Partnership expects that
upon maturity, it will be required to refinance or sell its investments in the
subsidiary partnerships in order to pay the purchase money notes and related
interest obligations. It is uncertain as to whether the proceeds from such
sales will be sufficient to meet the outstanding balances of the purchase
money notes. In addition, as discussed in Note 11, the auditors of six (Fiscal
1995) subsidiary partnerships modified their reports due to the uncertainty of
these subsidiary partnerships to continue in existence.

b) Basis of Consolidation

The consolidated financial statements include the accounts of
the Partnership and 61 subsidiary partnerships in which the Partnership is a
limited partner, with an ownership interest of 98.99%.

For financial reporting purposes, the Partnership's fiscal
year ends March 25. All subsidiaries have fiscal years ending December 31.
Accounts of subsidiaries have been adjusted for intercompany transactions from
January 1 through March 25.

-26-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 2 - Summary of Significant Accounting Policies (Continued)

b) Basis of Consolidation (Continued)

All intercompany accounts and transactions have been
eliminated in consolidation.

Increases (decreases) in the capitalization of consolidated
subsidiaries attributable to minority interest arise from cash contributions
and cash distributions to the minority interest partners.

Losses attributable to minority interests which exceed the
minority interests' investment in a subsidiary have been charged to the
Partnership. Such losses aggregated $101,872, $54,476 and $54,614 for the
years ended March 25, 1996, 1995 and 1994, respectively (the 1995, 1994 and 1
Fiscal Years). The Partnership's investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if
any. In consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.

c) Property and Equipment

Property and equipment are carried at the lower of depreciated
cost or estimated amounts recoverable through future operations and ultimate
disposition of the property. Cost includes the purchase price, acquisition
fees and expenses, and any other costs incurred in acquiring the properties.
The cost of property and equipment is depreciated over their estimated useful
lives using accelerated and straight-line methods. (Expenditures for repairs
and maintenance are charged to expense as incurred; major renewals and
betterments are capitalized. At the time property and equipment are retired or
otherwise disposed of, the cost and accumulated depreciation are eliminated
from the assets and accumulated depreciation accounts and the profit or loss
on such disposition is reflected in earnings.) A provision for loss on
impairment of assets is recorded when estimated amounts recoverable through
future operations and sale of the property on an undiscounted basis or a
property appraisal when deemed necessary are below depreciated cost. Property
investments themselves are reduced to estimated fair value (generally using
discounted cash flows) when the property is considered to be permanently
impaired and the depreciated cost exceeds estimated fair value. Through March
25, 1996, the Partnership has recorded approximately $4,343,000 as an
allowance for loss on impairment of assets.

d) Interest Subsidies

Interest expense has been reduced by interest subsidies
(Note 7).

e) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks,
and investments in short-term highly liquid instruments purchased with
original maturities of three months or less.

f) Income Taxes

No provision has been made for income taxes in the
accompanying financial statements since such taxes, if any, are the
responsibility of the individual partners. For income tax purposes, the
Partnership has a fiscal year ending December 31 (Note 9).

-27-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 2 - Summary of Significant Accounting Policies (Continued)

g) Loss Contingencies

The Partnership records loss contingencies as a charge to
income when information becomes available which indicates that it is probable
that an asset has been impaired or a liability has been incurred as of the
date of the financial statements and the amount of loss can be reasonabl
estimated. In addition, the Partnership evaluates the amount of a potential
environmental liability independently from any potential claim for recovery.

h) Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

i) Accounting Pronouncements Not Yet Implemented

In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of". Under SFAS No. 121, the Partnership is required to review
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the book value of an asset
may not be recoverable. An impairment loss should be recognized whenever the
review demonstrates that the book value of a long-lived asset is not
recoverable.

Effective March 26, 1996, the Partnership intends to adopt SFAS No.
121, consistent with the required adoption period. The Partnership does not
expect the implementation to have a material impact on its financial condition
or its future results of operations.

j) Reclassification of Financial Statement Presentation

Certain reclassifications have been made to the Fiscal 1994 and Fiscal
1993 financial statements to conform with the Fiscal 1995 financial statement
presentation. Such reclassifications had no effect on net loss as previously
reported.

NOTE 3 - Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair
value of each class of financial instruments (all of which are held for
non-trading purposes) for which it is practicable to estimate that value:

Cash and Cash Equivalents, Mortgage Escrow Deposits and
Cash-Restricted for Tenants' Security Deposits

The carrying amount approximates fair value.

Mortgage Notes Payable

The fair value of mortgage notes payable is estimated, where
practicable, based on the borrowing rate currently available for similar
loans.

-28-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 3 - Fair Value of Financial Instruments (Continued)

The estimated fair values of the Partnership's mortgage note payable
are as follows:

March 25, 1996 March 25, 1995
------------------------- -------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
----------- ----------- ----------- -----------

Mortgage Notes Payable for which it is:
Practicable to estimate fair value $45,880,526 $45,801,035 $47,475,618 $49,361,339
Not practicable to estimate
fair value $48,494,113 (a) $49,123,486 (a)

Purchase money notes
payable for which it is:
Not practicable to estimate
fair value $89,795,242 (b) $89,795,242 (b)

Due to selling partners for
which it is:
Not practicable to estimate
fair value $97,169,422 (b) $87,893,936 (b)

(a) Management believes it is not practical to estimate the fair value
of the mortgage notes payable because mortgage programs with similar
characteristics are not currently available to the partnerships.

(b) For the reasons discussed in Note 7 it is not practicable to
estimate the fair value of these notes, or accrued interest thereon.

The carrying amount of other assets and liabilities reported on the
statement of financial position that require such disclosure approximates fair
value.

NOTE 4 - Property and Equipment

The components of property and equipment and their estimated useful
lives are as follows:

March 25
----------------------------- Estimated
1996 1995 Useful Lives
------------ ------------ ------------
Land $ 13,820,896 $ 14,746,758
Buildings and improvements 220,601,742 222,942,263 15-40 Years
Furniture and fixtures 9,495,438 9,052,621 5-10 Years
------------ ------------

243,918,076 246,741,642

Less: Accumulated depreciation (94,655,094) (88,235,454)
------------ ------------

$149,262,982 $158,506,188
============ ============

-29-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 4 - Property and Equipment (continued)

Property acquisition fees of $5,131,535 were earned by the General
Partners of the Partnership and have been capitalized as a cost of property
and equipment.

Depreciation expense for the 1995, 1994 and 1993 Fiscal Years amounted
to $6,529,518, $8,611,030 and $8,602,997, respectively.

(a) Bicentennial Associates, Ltd. has experienced significant cash
flow problems and is presently in default on the underlying mortgage and
wraparound mortgage note payable. Beal Bank, the present holder of the
underlying mortgage has provided formal notice of their intent to foreclose.
As a result of the current period loss combined with a history of operating
and cash flows losses, it was determined that an impairment of property and
equipment existed at December 31, 1995. The impairment loss was determined to
be $4,343,215 and reported separately in the Consolidated Statements of
Operations. The amount of the impairment loss was determined based on the
difference in the carrying value of property and equipment (net of
depreciation) and the appraisal provided by Beal Bank, the underlying mortgage
holder. The appraisal was dated January 29, 1996, in the amount of $1,050,000.

NOTE 5 - Mortgage Escrow Deposits

Mortgage escrow deposits consist of the following:

March 25
---------------------------
1996 1995
----------- -----------
Reserves for replacements $ 6,321,523 $ 5,890,822
Real estate taxes, insurance and other 4,201,735 3,458,201
----------- -----------

$10,523,258 $ 9,349,023
=========== ===========

NOTE 6 - Mortgage Notes Payable

The mortgage notes are payable in aggregate monthly installments of
approximately $672,000, including principal and interest at rates varying from
3% to 11.4% per annum, through June 2023. Each subsidiary partnerships
mortgage note payable is collateralized by the land and buildings of the
respective subsidiary partnership, the assignment of certain subsidiary
partnership's rents and leases and is without further recourse.

Under the terms of regulatory agreements with the Secretary of the
U.S. Department of Housing and Urban Development ("HUD"), subsidiary
partnerships with mortgage note balances aggregating approximately $66,600,000
and $63,600,000 at December 31, 1995 and 1994, respectively, providing for
interest at rates ranging from 3.0% to 11.4% per annum, paid only that portion
of the monthly payments that would be required if the interest rate was in the
range of 1% - 3% per annum; the balance was subsidized under Section 236 of
the National Housing Act.

In addition, one subsidiary partnership with mortgage note balances of
approximately $4,523,000 and $4,600,000 at December 31, 1995 and 1994,
respectively, entered into interest reduction subsidy agreements with the
Massachusetts Housing Finance Agency ("MHFA"), which effectively reduced the
interest rates on the mortgage note balances to 7.7%.

-30-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 6 - Mortgage Notes Payable (continued)

Annual principal payment requirements for each of the next five fiscal
years are as follows:

Year Ending December 31 Amount
----------------------- -----------
1996 $ 2,381,346
1997 2,565,027
1998 2,755,870
1999 2,963,842
2000 3,179,832
Thereafter 80,528,722
-----------
Total $94,374,639
===========

The mortgage agreements require monthly deposits to replacements
reserves of approximately $180,000 and monthly deposits to escrow accounts for
real estate taxes, hazard, and mortgage insurance and other (Note 5).

NOTE 7 - Purchase Money Notes Payable

Purchase Money Notes in the original amount of $85,458,825 were issued
to the selling partners of the subsidiary partnerships as part of the purchase
price and are secured only by the interest in the subsidiary partnership to
which the note relates. A portion of these notes, in the original amount of
$31,932,568 are obligations at the subsidiary partnership level, whereas the
remaining $53,526,257 is recorded at the Partnership level. The Purchase Money
Notes provided for compound interest at rates which, in general, ranged from
9% to 12% per annum through August 31, 1989. Thereafter, simple interest has
accrued, without further interest thereon, through maturity, August through
December 1996 (unless extended by the Partnership for up to three years in
general). Purchase money notes at March 25, 1996 and 1995 include $4,336,417
of interest accrued through August 31, 1989.

The purchase money notes, which provide for simple interest through
maturity during the period August through December 1996, will not be in
default during the basic term (generally twelve years) if not less than 60% of
the cash flow actually distributed to the Partnership by the corresponding
subsidiary partnership (generated by the operations, as defined) is applied
first to accrued interest and then to current interest thereon. Any interest
not paid currently accrues, without further interest thereon, through the due
date of the note.

The Partnership may elect, upon the payment of an extension fee of
1/2% per annum of the outstanding principal amount, to extend the term of the
Purchase Money Note for up to three additional years (four years with respect
to three subsidiary partnerships). Management is working with the selling
partners to restructure and/or refinance the notes. No assurance can be given
that management's efforts will be successful. The selling partners' recourse,
in the event of non-payment, would be to foreclose on the Partnership's
interests in the respective subsidiary partnerships.

The purchase money notes of two subsidiary partnerships (Bicentennial
Associates, Ltd. and Bellfort Associates, Ltd.) wrap around and include in
their principal the principal of underlying mortgage notes. The outstanding
principal of the underlying mortgage notes on March 25, 1996 was $9,076,991.
During 1991, the two subsidiary partnerships were notified by HUD that the
debt to HUD had been accelerated. The two subsidiary partnerships were in the
process of negotiating a workout with HUD. In March 1996, Bicentennial
Associates, Ltd. was sold and in December 1995, HUD announced its intention to
sell the mortgage on Bellfort Associates, Ltd. during the second quarter of
1996. (See Note 10)

-31-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 7 - Purchase Money Notes Payable (continued)

Distributions aggregating approximately $1,390,000 $1,385,000 and
$1,385,000 were made to the Partnership during each of the years ended March
25, 1996, 1995, and 1994, respectively, of which approximately $834,000,
$790,000 and $781,000, respectively, was used to pay interest on the Purchase
Money Notes. In addition, approximately $105,000, $124,000 and $98,000, for
the 1995, 1994, and 1993 Fiscal Years, respectively, was paid as "additional"
interest on the purchase money notes. During the year ended March 25, 1994,
approximately $428,000 received during the 1992 fiscal year was remitted as
interest on the Purchase Money Notes. In addition, approximately $1,709,000,
$1,126,000, and $1,040,000 was paid by the subsidiary partnerships as interest
on purchase money notes during the 1995, 1994, and 1993 Fiscal Years,
respectively. Continued accrual of such interest beyond the initial term,
without payment, would reduce the effective interest rate of 9%. The exact
effect is not determinable inasmuch as it is dependent on the actual future
interest payments and ultimate repayment dates of the notes. Unpaid interest
of approximately $95,994,000 and $86,719,000 as of March 25, 1996 and 1995,
respectively, has been accrued and is included in the caption due to selling
partners.

The Partnership expects that upon maturity, it will be required to
refinance or sell its investments in the Local Partnerships in order to pay
the Purchase Money Notes. The Partnership cannot sell or otherwise liquidate
its investments in those Local Partnerships which have subsidy agreements with
HUD during the period that such agreements are in existence without HUD's
approval. Based on the historical operating results of the Local Partnerships
and the current economic conditions, including changes in tax laws, it is
uncertain as to whether the proceeds from such sales will be sufficient to
meet the outstanding balances. Management is currently negotiating an
extension of the due date of the Purchase Money Notes and the sale of certain
properties.

NOTE 8 - Related Party Transactions

The costs incurred to related parties were as follows:

Year Ended March 25,
------------------------------------
1996 1995 1994
---------- ---------- ----------
Partnership management fees (a) $ 125,000 $ 125,000 $ 125,000
Expense reimbursement (b) 146,205 168,093 235,561
Property management fees (c) 2,063,787 1,891,776 1,817,208
Local administrative fee (d) 82,500 110,000 90,000
---------- ---------- ----------

$2,417,492 $2,294,869 $2,267,769
========== ========== ==========

(a) After all other expenses of the Partnership are paid, an annual
partnership management fee of up to .5% of invested assets is payable to the
Partnership's general partners and affiliates. Partnership management fees
owed to the general partners amounting to $481,237 and $606,237 were accrued
and unpaid as of March 25, 1996 and 1995, respectively.

(b) The Partnership reimburses the General Partners and their
affiliates for actual Partnership operating expenses incurred by the General
Partners and their affiliates on the Partnership's behalf. The amount of
reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. Another affiliate of the Related General Partner
performs asset monitoring for the Partnership. These services include site
visits and evaluations of the subsidiary partnerships' performance. Expense
reimbursements and asset monitoring fees owed to the Related General Partner
amounting to $189,330 and $253,370 were accrued and unpaid as of March 25,
1996 and 1995, respectively.

-32-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 8 - Related Party Transactions (continued)

(c) Property management fees incurred to affiliates of the subsidiary
partnerships amounted to $2,016,617, $1,847,331 and $1,767,396 for the 1995,
1994 and 1993 Fiscal Years, respectively. Property management fees incurred to
affiliates of the Partnership amounted to $47,170, $44,445 and $49,812 for the
1995, 1994 and 1993 Fiscal Years, respectively.

(d) H/R Special Partnership, the special limited partner, owning a
.01% interest, is entitled to receive a local administrative fee of up to
$2,500 per year from each subsidiary partnership.

Due to local general partners and affiliates at December 31, 1995 and
1994 consists of the following:

December 31,
-----------------------
1995 1994
---------- ----------
Operating advances (a) (b) $1,085,068 $1,089,790
Operating deficit loan (b) 455,550 455,550
Management and other fees 839,780 791,668
---------- ----------

$2,380,398 $2,337,008
========== ==========

(a) Operating advances include three loans payable to local general
partners and affiliates.

(b) These loans are unsecured, non-interest bearing and payable out of
available surplus cash of the respective subsidiary partnership or at the time
of sale or refinancing.

NOTE 9 - Income Taxes

A reconciliation of the financial statement net loss to the income tax
loss for the Partnership and its consolidated subsidiaries is as follows:

Years Ended December 31
--------------------------------------------
1995 1994 1993
------------ ------------ ------------

Financial statement net loss $(15,644,033) $(13,598,663) $(14,021,036)
Difference resulting from parent company having a
different fiscal year for income tax and financial
reporting purposes 8,678 (136,995) (175,830)
Difference resulting primarily from depreciation and
amortization expense recorded for financial
reporting purposes and income tax purposes (5,031,092) (2,736,134) (2,848,377)
Difference resulting from provision for
impairment of assets recorded for financial
reporting purposes 4,343,215 0 0
Other, including accruals for financial reporting
purposes not deductible for tax purposes until paid 386,913 (55,016) 259,572
------------ ------------ ------------
Loss as shown on the income tax return for the
calendar year ended $(15,936,319) $(16,526,808) $(16,785,671)
============ ============ ============

-33-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 10 - Commitments and Contingencies

a) Subsidiary Partnerships - Events of Default and Going Concern

The financial statements for six subsidiary partnerships have
been prepared assuming each will continue as a going concern. The
circumstances described below raise substantial doubt about each subsidiary
partnership's ability to continue as a going concern. The auditors for these
subsidiary partnerships modified their reports on the 1995 Fiscal Year
financial statements due to the uncertainty of each subsidiary partnership's
ability to continue as a going concern. These financial statements do not
include any adjustments that would be necessary in the event the subsidiary
partnerships are unable to continue as a going concern. The six subsidiary
partnerships are Bicentennial Associates, Ltd. ("Bicentennial"), Bellfort
Associates, Ltd. ("Bellfort"), Park of Pecan I, Ltd. ("Pecan I"), Park of
Pecan II, Ltd. ("Pecan II"), Westminster Manor Apartments ("Westminster") and
Cranbrook Manor Apartments Limited Partnership ("Cranbrook").

Bicentennial

Bicentennial has been in default on its wraparound purchase
note payable and the required payments on its underlying mortgage note to HUD
since 1991 when the subsidiary partnership was notified by HUD that the note
was being accelerated and the mortgage foreclosed. Since the date o default,
management of the subsidiary partnership had been negotiating a provisional
workout agreement with HUD but no final arrangement had been executed. During
1995, the mortgage was sold by HUD to Beal Bank. During November 1995, Beal
Bank notified Bicentennial of their intent to foreclose, and subsequently
commenced foreclosure on the property. Delinquent interest payments at
December 31, 1995 aggregated approximately $5,490,000 on the wraparound
purchase note payable of $6,480,591. As of March 25, 1996, the Partnership has
made approximately $494,000 of voluntary noninterest bearing loans out of its
working capital reserve to fund Bicentennial's negative cash flow. On May 2,
1996 the property was sold to York Properties of Houston, L.L.C. for
$1,700,000. Cash proceeds generated from the sale was used to repay the first
mortgage owed to Beal Bank and to partially fund the expenses associated with
the sale, which resulted in no net sales proceeds to the Partnership.
Bicentennial's termination is anticipated to occur sometime in 1996. At March
25, 1996 the excess of liabilities over assets aggregated approximately
$12,415,000. The minority interest balance was zero at March 25, 1996, 1995,
and 1994. Bicentennial's net loss after minority interest amounted to
approximately $5,180,000 (after provision for impairment of assets of
approximately $4,343,000), $996,000 and $859,000 for the 1995, 1994, and 1993
Fiscal Years, respectively.

Bellfort

Bellfort has been in default on the required interest payments
due on the wraparound purchase note payable to HUD since 1992. Delinquent
interest payments at December 31, 1995 aggregated $3,095,909 on the wraparound
purchase note payable of $7,000,000 due on November 1, 1996. The note is
secured by a first lien on and security interest in the Partnership's and the
subsidiary partnership's special limited partner's rights, titles and
interests in Bellfort.

In December 1994 Bellfort signed a work-out agreement with HUD
(which replaced a similar agreement of December 1993) that required monthly
payments of $40,917 through November 30, 1995 to cover service charges, tax
escrows and 90% of accruing interest. The agreement, which accedes HUD a 15%
equity position due upon sale or refinancing of the project, expired on
November 30, 1995. Bellfort has submitted a proposal for a new work-out
agreement which has not been approved by HUD. There can be no assurance that
the renegotiation for the expired work-out agreement will be successful. On
December 15, 1995, HUD announced its intention to sell Bellfort's mortgage
during the second quarter of 1996, however, Bellfort has not been notified by
HUD of any sale.

-34-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 10 - Commitments and Contingencies (Continued)

a) Subsidiary Partnerships - Events of Default and Going Concern
(Continued)

The Partnership's investment in Bellfort has been reduced to
zero by prior years losses. The minority interest balance was zero at March
25, 1996, 1995, and 1994. Bellfort's net loss after minority interest amounted
to approximately $694,000, $549,000 and $484,000 for the 1995, 19 and 1993
Fiscal Years, respectively.

Pecan I and Pecan II

Pecan I and Pecan II, Ltd. have experienced operating losses
since inception and as of December 31, 1995 have net capital deficiencies
aggregating approximately $4,581,000. The subsidiary partnerships previously
funded their operating losses by borrowing amounts pursuant to an operating
deficit guaranty agreement made in connection with the acquisition of the
Complexes. However, such agreement expired December 31, 1989 and the
subsidiary partnerships have not made arrangements to obtain an extension or
additional funds. If these subsidiary partnerships continue to experience
significant operating losses and are unable to obtain additional funds they
may be unable to continue operations. The Partnership's investments in these
subsidiary partnerships have been reduced to zero by prior years losses. Pecan
I and Pecan II's minority interest balances were zero at March 25, 1996, 1995
and 1994. Park of Pecan I's net loss after minority interest amounted to
approximately $196,000, $182,000 and $140,000 for the 1995, 1994, and 1993
Fiscal Years, respectively. Park of Pecan II's net loss after minority
interest amounted to approximately $185,000, $183,000 and $153,000 for the
1995, 1994, and 1993 Fiscal Years, respectively.

Westminster

In February, 1995, Westminster received an unsatisfactory
physical inspection report from HUD. In response to the inspection report, the
subsidiary partnership submitted, for HUD approval, a Management Improvement
Objective Plan (the "MIO Plan") with an accompanying estimate of restorations
and improvements and a request for funding. Westminster does not have the
working capital necessary to cover the costs contained in the MIO Plan to cure
the deficiencies.

The determination of whether the identified instances of
noncompliance and the subsidiary partnership's lack of capital to fund the
repair costs will ultimately effect future cash flow cannot presently be
determined. Accordingly, no provision for any liability that may result has
been recognized in the subsidiary partnership's 1995 financial statements.

The inability of the subsidiary partnership to satisfy the
deficiencies sited in the inspection report without approval of the funding
request accompanying the MIO Plan raises substantial doubt about the entity's
ability to continue as a going concern. The Partnership's investment
Westminster has been reduced to zero by prior years losses. The minority
interest balance was zero at March 25, 1996, 1995 and 1994. Westminster's net
loss after minority interest amounted to approximately $257,000, $212,000 and
$211,000 for the 1995, 1994 and 1993 Fiscal Years, respectively.

Cranbrook

During the year ended December 31, 1995 the subsidiary
partnership incurred a net loss of $147,239 and total liabilities exceeded
total assets by $1,237,953 at December 31, 1995. The subsidiary partnership's
cash flows may be insufficient to meet its current obligations in the ordinary
course of business. Should cash flows be insufficient, management plans to
pursue a workout agreement with HUD. These factors, among others, indicate
that there is substantial doubt about the subsidiary partnership's ability to
continue as a going concern for a reasonable period of time.

-35-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 10 - Commitments and Contingencies (Continued)

a) Subsidiary Partnerships - Events of Default and Going Concern
(Continued)

The financial statements do not include any adjustments
relating to the recoverability and classification of liabilities that might be
necessary should the subsidiary partnership be unable to continue as a going
concern. The subsidiary partnership's continuation as a going concern
dependent upon its ability to generate sufficient cash flow to meet its
obligations on a timely basis and to ultimately attain successful operations.
The Partnership's investment in Cranbrook has been reduced to zero by prior
years losses. The minority interest balance was zero at March 25, 1996, 1995
and 1994. Cranbrook's net loss after minority interest amounted to
approximately $138,000, $124,000 and $207,000 for the 1995, 1994 and 1993
Fiscal Years, respectively.

b) Subsidiary Partnerships - Litigation

Saraland

Saraland has been designated as a "Superfund" site on the
National Priorities List under the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA"). On March 18, 1992, Redwing
Carriers, Inc., a trucking company which utilized the Saraland site prior to
development of the property as a low-income apartment complex, served an
Amended Complaint on the Partnership and C/R Special, among others, adding
them to the lawsuit previously commenced against Saraland and the general
partners in the United States District Court for the Southern District of
Alabama. That lawsuit seeks reimbursement for costs previously incurred by
Redwing Carriers with respect to the site, which at the time of the Amended
Complaint totaled approximately $2,000,000, as well as a declaration that each
of the defendants is jointly and severally liable for costs of response or
damages resulting from the release of hazardous substances, among other items
of relief. Discovery is now completed in this action. The Partnership has
served extensive papers in support of a motion for summary judgment seeking
dismissal from the case. The motion is premised upon the principle that the
Partnership, as a limited partner, may not incur Superfund liability. On
January 10, 1995, the Partnership's motion for summary judgement was granted,
dismissing it as a party from this action. The plaintiff, Redwing Carriers,
Inc. has taken an appeal from that decision which, at this point, remains
pending.

During March 1993, the Partnership was named by the United
States Environmental Protection Agency ("EPA") as a "Potentially Responsible
Party" under Superfund in connection with the Saraland Apartment Complex Site.

On July 16, 1993, Saraland, the local general partners (Roar
Corporation and the Estate of Robert Coit), the limited partners (the
Partnership and C/R Special), and five other parties were named as Respondents
in a unilateral administrative order (the "Order") issued under CERCLA by EPA,
directing the Respondents to implement the EPA-selected remedy for addressing
contamination by hazardous substances at the site. In December 1993, Saraland
and its general partners, the Partnership and C/R Special informed EPA that
they have "sufficient cause" to not comply with the Order. At the same time,
Redwing Carriers, Inc. advised EPA that it would commence implementation of
the Order.

Since September, 1993 EPA has not notified the Partnership
whether it intends to take further legal action. During the 1994 Fiscal Year,
EPA determined that cleanup for the project site could cost between six and
ten million dollars. Given the fact that EPA has not informed the Partnership
whether or not it intends to pursue the Partnership through further legal
action, neither management nor management's counsel are in a position, at this
point, to evaluate the likelihood of an unfavorable outcome or range of any
potential loss. Since it is too premature to make an evaluation of the amount
or range of the subsidiary partnership's potential loss, it is management's
opinion that no accrual for potential losses is currently warranted in the
financial statements. The Partnership

-36-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 25, 1996

NOTE 10 - Commitments and Contingencies (Continued)

b) Subsidiary Partnerships - Litigation (Continued)

intends to present a vigorous defense and strongly contests any further legal
action brought by or on behalf of EPA to obtain from the Partnership remedial
funding and/or any other costs associated with this matter. Litigation costs
incurred to date by the Partnership total approximately $275,000. The
Partnership's investment in Saraland at March 25, 1996, was approximately
$504,000. The minority interest balance was approximately $32,000, $32,000 and
$28,000 at March 25, 1996, 1995, and 1994, respectively. Saraland's net loss
(income) after minority interest amounted to approximately $42,000, $17,000
and $(22,000) for the 1995, 1994, and 1993 Fiscal Years, respectively.

c) Subsidiary Partnerships - Other

During November 1995, the Colorado Department of Public Health
identified a contamination problem on the Northgate property. The complex
hired environmental specialists and other contractors to remedy the problem.
During 1995, costs in the amount of $157,210 were incurred relating the work
performed. The remaining costs to complete the cleanup and installation of
preventive measures is estimated to be an additional $120,100. The
Partnership's investment in Northgate at March 25, 1996 was approximately
$1,670,000. The minority interest balance was zero at March 25, 1996, 1995 and
1994. Northgate's net loss after minority interest amounted to approximately
$412,000, $238,000 and $161,000 for the 1995, 1994 and 1993 Fiscal Years,
respectively.

d) Management Agreement

The subsidiary partnerships have entered into management
agreements of which some are with affiliates of the subsidiaries' general
partners, which require annual fees ranging from approximately 4% to 15% of
gross rental revenues. Such management fees amounted to $2,683,574, $2,477,
and $2,375,762 for the 1995, 1994 and 1993 Fiscal Years, respectively.

e) Uninsured Cash and Cash Equivalents

The Partnership maintains its cash and cash equivalents in
various banks. Accounts at each bank are guaranteed by the Federal Deposit
Insurance Corporation ("FDIC") up to $100,000. As of March 25, 1996, uninsured
cash and cash equivalents approximated $338,000.

f) Other

The Partnership is subject to the risks incident to potential
losses arising from the management and ownership of improved real estate. The
Partnership can also be affected by poor economic conditions generally,
however no more than 25% of the properties are located in any single state.
There are also substantial risks associated with owning properties receiving
government assistance, for example the possibility that Congress may not
appropriate funds to enable HUD to make rental assistance payments. HUD also
restricts annual cash distributions to partners based on operating results and
a percentage of the owners equity contribution. The Partnership cannot sell or
substantially liquidate its investments in subsidiary partnerships during the
period that the subsidy agreements are in existence, without HUD's approval.
Furthermore there may not be market demand for apartments at full market rents
when the rental assistance contracts expire.

-37-

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

Not applicable

PART III

Item 10. Directors and Executive Officers of the Registrant.

The Partnership has no directors or executive officers. The
Partnership's affairs are managed and controlled by the General Partners.

The Assisted General Partner is an affiliate of Lehman Brothers Inc.
("Lehman"). The Related General Partner is an affiliate of Related. The
general partner of Related is The Related Realty Group, Inc., of which Stephen
M. Ross is president, director and a stockholder. The General Partners will
manage and control the affairs of the Partnership directly and by engaging
other affiliates of Related and Lehman.

Certain information concerning the directors and executive officers of
the General Partners is set forth below.

Assisted Housing Associates Inc.

Assisted Housing Associates Inc. was incorporated in Delaware on June
25, 1985. The Assisted General Partner was acquired by Lehman, and
consequently the original executive officers and directors have been replaced.
As described below, several of the executive officers and directors of the
Assisted General Partner have had significant experience in the real estate
business. The Assisted General Partner reviews the operations, budgets and
financial results of the Partnership and Local Partnerships on an ongoing
basis. The Assisted General Partner and/or its affiliates, through
participation on the Investment Committee or otherwise, may provide
consultation and advice with respect to proposed sales and refinancings of the
Partnership's investments in appropriate circumstances. The Assisted General
Partner also assists in the preparation of, and reviews and comments upon, all
filings required to be made by the Partnership with the Securities and
Exchange Commission, the Internal Revenue Service, and any other federal or
state government body, and communications with and reports to Investors.

The directors and executive officers of the Assisted General Partner
are as follows:

Name Position
- - ---- --------

Paul L. Abbott Chairman of the Board, President Chief Executive
Officer and Chief Financial Officer

Donald E. Petrow Vice President

Donald Haber Vice President

PAUL L. ABBOTT, 50, is President of the Assisted General Partner and
the Managing Director of Lehman Brothers. Mr. Abbott joined Lehman in August
1988, and is responsible for investment management of residential, commercial
and retail real estate. Prior to joining Lehman, Mr. Abbott was a real estate
consultant and a senior officer of a privately held company specializing in
the syndication of private real estate limited partnerships. From 1974 to
1983, Mr. Abbott was an officer of two life insurance companies and a director
of an insurance agency subsidiary. Mr. Abbott received his formal education in
the undergraduate and graduate schools of Washington University in St. Louis.

-38-

DONALD E. PETROW, 39, is a Vice President of the Assisted General
Partner and First Vice President of Lehman Brothers. From March 1989, he has
been responsible for the investment management and restructuring of mortgage
and equity investments secured by multi-family apartments and government
assisted housing. From November 1981 to February 1989, Mr. Petrow, as a Vice
President of Lehman, was involved in investment banking activities relating to
commercial real estate direct investments. Prior to joining Lehman, Mr. Petrow
was employed in accounting and equipment leasing firms. Mr. Petrow holds a
B.S. Degree in accounting from Saint Peters College and an M.B.A. in Finance
from Pace University.

DONALD HABER, 36, is a Vice President of the Assisted General Partner
and a Vice President of Lehman Brothers, a position he has held since
September 1991. Mr. Haber joined Lehman in 1989 as an Assistance Vice
President and real estate specialist in the limited partnership origination
group. For eight years prior to joining Lehman, Mr. Haber held a variety of
positions with certain real estate developers and owners, as well as with the
accounting firm of KPMG Peat Marwick. Mr. Haber holds a Bachelor of Science
degree in accounting from the University of Florida and is a Certified Public
Accountant.

-39-

Related Beta Corporation

Related Beta Corporation was incorporated in Delaware on January 23,
1984. The directors and executive officers of the Related General Partner are
as follows:

Name Position
---- --------

Stephen M. Ross Director

J. Michael Fried President and Director

Alan P. Hirmes Senior Vice President

Stuart J. Boesky Vice President

Lawrence J. Lipton Treasurer and Assistant Vice President

Robert Bordonaro Assistant Vice President

Lynn A. McMahon Secretary

Susan J. McGuire Assistant Secretary

STEPHEN M. ROSS, 56, is a Director of the Related General Partner. Mr.
Ross is also President, Director and shareholder of The Related Realty Group,
Inc., the General Partner of The Related Companies, L.P. He graduated from the
University of Michigan School of Business Administration with a Bachelor of
Science degree and from Wayne State University School of Law with a Juris
Doctor degree. Mr. Ross then received a Master of Laws degree in taxation from
New York University School of Law. He joined the accounting firm of Coopers &
Lybrand in Detroit as a tax specialist and later moved to New York, where he
worked for two large Wall Street investment banking firms in their real estate
and corporate finance departments. Mr. Ross formed the predecessor of The
Related Companies, L.P. in 1972 to develop, manage, finance and acquire
subsidized and conventional apartment developments.

J. MICHAEL FRIED, 52, is President and a Director of the Related
General Partner. Mr. Fried is President, a Director and a principal
shareholder of Related Capital Corporation ("Capital"), a real estate finance
and acquisition affiliate of Related. In that capacity, he is the chief
executive office of Capital, and is responsible for initiating and directing
all of Capital's syndication, finance, acquisition and investor reporting
activities. Mr. Fried practiced corporate law in New York City with the law
firm of Proskauer Rose Goetz & Mendelsohn from 1974 until he joined Capital in
1979. Mr. Fried graduated from Brooklyn Law School with a Juris Doctor degree,
magna cum laude; from Long Island University Graduate School with a Master of
Science degree in Psychology; and from Michigan State University with a
Bachelor of Arts degree in History.

ALAN P. HIRMES, 41, is a Senior Vice President of the Related General
Partner. Mr. Hirmes has been a Certified Public Accountant in New York since
1978. Prior to joining Capital in October 1983, Mr. Hirmes was employed by
Weiner & Co., Certified Public Accountants. Mr. Hirmes is also a Vice President
of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.

STUART J. BOESKY, 40, is a Vice President of the Related General
Partner. Mr. Boesky practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he
joined Capital. From 1983 to 1984 Mr. Boesky practiced law with the Boston law
firm of Kaye, Fialkow Richard & Rothstein and from 1978 to 1980 was a
consultant specializing in real estate at the accounting firm of Laventhol &
Horwath. Mr. Boesky graduated from Michigan State University with a Bachelor
of Arts degree and from Wayne State School of Law with a Juris Doctor degree.
He then received a Master of Laws degree in Taxation from Boston University
School of Law.

-40-

LAWRENCE J. LIPTON, 40, is Treasurer and an Assistant Vice President of
the Related General Partner. Mr. Lipton has been a Certified Public Accountant
in New York since 1989. Prior to joining Related, Mr. Lipton was employed by
Deloitte & Touche from 1987-1991. Mr. Lipton graduated from Rutgers College with
a Bachelor of Arts degree and from Baruch College with a Masters of Business
Administration degree.

ROBERT BORDONARO, 42, is Assistant Vice President of the Related General
Partner. Mr. Bordonaro is also a controller of The Related Companies, L.P. Mr.
Bordonaro has been a Certified Public Accountant in New York since 1977. Prior
to joining Related, Mr. Bordonaro was employed by the accounting firms of Weiner
& Co. from 1982-1985 and Arthur Young from 1975-1981. Mr. Bordonaro graduated
from New York University with a Bachelor of Science degree in 1974 and with a
Masters of Business Administration degree in 1975.

LYNN A. McMAHON, 40, is Secretary of the Related General Partner. Since
1983, she has served as Assistant to the President of Capital. From 1978 to 1983
she was employed at Sony Corporation of America in the Government Relations
Department.

SUSAN J. McGUIRE, 49, is Assistant Secretary of the Related General
Partner. She began her employment at Capital in January 1977 as Assistant to the
President and Office Manager. In January 1986, Ms. McGuire was promoted to Vice
President of Capital and she is also the Secretary of Capital. From May 1973 to
January 1977, she was employed as an administrative assistant with Condren,
Walker & Co, Inc., an investment banking firm in New York City. Ms. McGuire
attended Queensboro Community College.

-41-

Item 11. Executive Compensation.

The Partnership has no officers or directors. The Partnership does not
pay or accrue any fees, salaries or other forms of compensation to directors
or officers of the General Partners for their services. However, under the
terms of the Amended and Restated Agreement of Limited Partnership of the
Partnership, the General Partners and their affiliates are entitled to receive
compensation from the Partnership in consideration of certain services
rendered to the Partnership by such parties. In addition, the General Partners
collectively hold a 1% interest in all profits, losses and distributions
attributable to operations and a subordinated 15% interest in such items
attributable to sales and refinancings. See Note 8 to the Financial Statements
in Item 8 above, which information is incorporated herein by reference
thereto. Certain directors and officers of the General Partners receive
compensation from the General Partner and their affiliates for services
performed for various affiliated entities which may include services performed
for the Partnership.

Tabular information concerning salaries, bonuses and other types of
compensation payable to executive officers has not been included in this annual
report. As noted above, the Partnership has no executive officers. The levels of
compensation payable to the General Partners and/or their affiliates is limited
by the terms of the Partnership Agreement and may not be increased therefrom on
a discretionary basis.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The General Partners own all of the outstanding general partnership
interests in the Partnership. The General Partners have a 1% interest in all
profits, losses and distributions of the Partnership from operations and a
subordinated 15% interest in such items from sale or refinancing proceeds.
Except as aforesaid, no person is known to own beneficially in excess of 5% of
the outstanding partnership interests.

At March 25, 1996, security ownership by the General Partners and
their affiliates is as listed:

Name of Percentage of Outstanding
Title of Class Beneficial Ownership Amount General Partner Interest
-------------- -------------------- ------ -------------------------

General Partnership Assisted Housing
Interest in the Associates Inc. $10 13.2%
Partnership
Related Beta Corporation 6 19.8%

Cambridge/Related Associates
Associates Limited Partnership 4 67.0%
------

100.0%

Item 13. Certain Relationships and Related Transactions.

The Partnership has and will continue to have certain relationships with
the General Partners and their affiliates, as discussed below and in Item 11
above and also Note 8 to the Financial Statements in Item 8 above, which is
incorporated herein by reference. However, there have been no direct financial
transactions between the Partnership and the directors and officers of the
General Partners.

H/R Special Partnership is the special limited partner of each Local
Partnership, with a .01% interest in profits, losses and distributions from such
Local Partnerships. As set forth in Item 1, H/R Special Partnership has been
admitted to the Local Partnerships for the purpose of monitoring the Local
Partnerships and exercising certain rights under the Local Partnership
Agreements on behalf of the Partnership.

No director or executive officer of any General Partner owns any Initial
Limited Partnership Interests or Additional Limited Partnership Interests.

-42-

PART IV

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

Sequential
Page
----------
(a) 1. Financial Statements

Independent Auditors' Report 20

Consolidated Balance Sheets at March 25, 1996 and 1995 192

Consolidated Statements of Operations for the Years Ended
March 25, 1996, 1995 and 1994 193

Consolidated Statements of Changes in Partners' Deficit for
the Years Ended March 25, 1996, 1995 and 1994 194

Consolidated Statements of Cash Flows for the Years Ended
March 25, 1996, 1995 and 1994 195

Notes to Consolidated Financial Statements 197

(a) 2. Financial Statement Schedules

Independent Auditors' Report 217

Schedule I - Condensed Financial Information of Registrant 218

Schedule III - Real Estate and Accumulated Depreciation 221

The remaining schedules are omitted because the required information
is included in the financial statements and notes thereto, or they are
not applicable or not required.

(a) 3. Exhibits

(3) Amended and Restated Agreement and Certificate of Limited
Partnership as filed with the Secretary of State of the State of the
Commonwealth of Massachusetts.**

(10A) Form of Escrow Agreement**

(22) Subsidiaries of the Registrant 225

(27) Financial Data Schedule (filed herewith) 227

** Incorporated by reference to exhibits filed with Amendment
No. 1 to Cambridge Advantaged Properties L.P.'s Registration
Statement of Form S-11 Registration File No. 2-91993.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter.

-43-

SIGNATURES

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

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP
(Registrant)

By: RELATED BETA CORPORATION
a General Partner

Date: June 21, 1996

By: /s/ J. Michael Fried
J. Michael Fried
President and Director

By: ASSISTED HOUSING ASSOCIATES, INC.
a General Partner

Date: June 21, 1996

By: /s/ Paul L. Abbott
Paul L. Abbott
President

-46-

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

Signature Title Date
- - --------- ----- ----

President and Chief Executive Officer
/s/ J. Michael Fried (principal executive officer) and
J. Michael Fried Director of Related Beta Corporation June 21, 1996

/s/ Lawrence J. Lipton Treasurer (principal financial and accounting
Lawrence J. Lipton officer) of Related Beta Corporation June 21, 1996

/s/ Stephen M. Ross
Stephen M. Ross Director of Related Beta Corporation June 21, 1996

Chairman of the Board, President, Chief
/s/ Paul L. Abbott Executive Officer (principal executive officer)
Paul L. Abbott and Director of Assisted Housing Associates, Inc. June 21, 1996

-47-

[TRIEN, ROSENBERG, FELIX, ROSENBERG, BARR & WEINBERG, LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Cambridge Advantaged Properties
Limited Partnership and Subsidiaries

In connection with our audits of the consolidated financial statements of
Cambridge Advantaged Properties Limited Partnership and Subsidiaries included in
the Form 10-K as presented in our opinion dated June 21, 1996 on pages 20 and
21, and based on the reports of other auditors, we have also audited
supporting Schedules I and III for the 1995, 1994 and 1993 Fiscal Years. In our
opinion, and based on the reports of the other auditors (certain of which were
modified due to the uncertainty of these partnerships' abilities to continue in
existence), these consolidated schedules present fairly, when read in
conjunction with the related consolidated financial statements, the financial
data required to be set forth therein.

As discussed in Note 10(a), the auditors of six (Fiscal 1995) subsidiary
partnerships modified their reports due to the uncertainty of these subsidiary
partnerships to continue in existence. These subsidiary partnerships' net losses
aggregated $6,648,228, $2,246,131 and $2,053,291 during the 1995, 1994 and 1993
Fiscal Years, respectively, and their assets aggregated $21,487,066 and
$26,738,375 at March 25, 1996 and 1995.

As discussed in Note 7, the principal of and all accrued interest on the
purchase money notes are due at maturity which will occur during 1996. The
Partnership expects that upon maturity it will be required to refinance or sell
its investments in the subsidiary partnerships in order to pay the purchase
money notes and related interest obligations. It is uncertain as to whether the
proceeds from such sales will be sufficient to meet the outstanding balances of
the purchase money notes.

The accompanying consolidated financial statements of Cambridge Advantaged
Properties Limited Partnership and Subsidiaries have been prepared assuming that
the consolidated entity and its subsidiary partnerships will continue as going
concerns. As discussed in the two preceding paragraphs and in the notes to the
financial statements, the consolidated entity and its subsidiary partnerships
have significant contingencies which raise substantial doubt about their ability
to continue as going concerns. The consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties or the matters referred to in the preceding paragraphs.

/s/ TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR & WEINBERG, LLP

TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR & WEINBERG, LLP

New York, New York
June 21, 1996

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Summarized condensed financial information of registrant (not including
consolidated subsidiary partnerships)

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP

CONDENSED BALANCE SHEETS

ASSETS

March 25,
------------------------------
1996 1995*
------------ -------------

Cash and cash equivalents $ 200,922 $ 425,011
Investment in subsidiary partnerships 39,205,061 40,140,851
Other assets 5,000 5,000
------------ ------------

Total assets $ 39,410,983 $ 40,570,862
============ ============

LIABILITIES AND PARTNERS' DEFICIT

Purchase money notes payable $ 53,526,257 $ 53,526,257
Due to general partner and affiliates 875,210 900,776
Due to selling partners 72,984,041 66,472,916
Other liabilities 20,064 205,282
------------ ------------

Total liabilities 127,405,572 121,105,231

Partners deficit (87,994,589) (80,534,369)
------------ ------------

Total liabilities and partners deficit $ 39,410,983 $ 40,570,862
============ ============

Investments in subsidiary partnerships are recorded in accordance with the
equity method of accounting, wherein the investments are not reduced below zero.
Accordingly, partners' deficit on the consolidated balance sheet will differ
from partners' deficit shown above.

* Reclassified for comparative purposes.

-1-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF OPERATIONS

Year Ended March 25
--------------------------------------------
1996 1995 1994
------------ ------------ ------------

Revenues

Other income $ 11,380 $ 66,140 $ 0
------------ ------------ ------------

Total Revenues $ 11,380 $ 66,140 $ 0
============ ============ ============

Expenses

Administrative and management 203,899 164,980 346,868
Administrative and management-related parties 271,205 293,093 360,561
Financial, principally interest 7,450,320 7,450,320 7,450,320

Total Expenses 7,925,424 7,908,393 8,157,749

Loss from operations (7,914,044) (7,842,253) (8,157,749)
Distribution income of subsidiary partnerships
in excess of investments 0 68,170 113,601
Equity in income (loss) of subsidiary partnerships 453,824 (1,957,149) (2,010,966)
------------ ------------ ------------

Net Loss $ (7,460,220) $ (9,731,232) $(10,055,114)
============ ============ ============

-2-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents

Year Ended March 25
--------------------------------------------
1996 1995 1994
------------ ------------ ------------

Cash flows from operating activities:

Net loss $ (7,460,220) $ (9,731,232) $(10,055,114)
------------ ------------ ------------
Adjustments to reconcile net loss to net cash
used in operating activities:

Equity in loss of subsidiary partnerships (453,824) 1,957,149 2,010,966
Increase (decrease) in other assets 0 325,247 (238,030)

Increase (decrease) in liabilities:

Due to general partners and affiliates (25,566) (71,874) 560,803
Due to selling partners 7,450,320 7,450,320 7,450,320
Payments to selling partners (939,195) (914,087) (1,307,252)
Other liabilities (185,218) 91,135 (19,762)
------------ ------------ ------------

Total adjustments 5,846,517 8,837,890 8,457,045

Net cash (used in) provided by operating activities (1,613,703) (893,342) (1,598,069)

Cash flows from investing activities:

Distributions from subsidiaries 1,389,614 1,316,998 1,156,690
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents (224,089) 423,656 (441,379)

Cash and cash equivalents, beginning of year 425,011 1,355 442,734
------------ ------------ ------------
Cash and cash equivalents, end of year $ 200,922 $ 425,011 $ 1,355
============ ============ ============

-3-

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 25, 1996

Cost Gross Amount at which
Initial Cost to Company Capitalized (a) Carried At Close of Period
------------------------- Subsequent to ----------------------------------
Subsidiary Partnership's Buildings and Acquisition: Buildings and
Residential property Encumbrances Land Improvements Improvements Land Improvements Total
- - -------------------- ------------ ---------- ------------- -------------- -------- ------------ ----------

(10) Pebble Creek $4,302,905 $ 266,942 $4,968,283 $ 644,290 $266,942 $5,612,573 $5,879,515
(1) Knollwood I 4,870,603 311,807 5,924,337 143,611 311,807 6,067,948 6,379,755
(1) Knollwood II 4,905,102 310,663 5,902,600 78,400 310,663 5,981,000 6,291,663
(1) Knollwood III 4,841,016 310,257 5,899,971 119,148 310,257 6,019,119 6,329,376
(1) Knollwood IV 3,372,598 210,423 3,998,047 71,326 210,423 4,069,373 4,279,796
(1) Parklane II 3,575,100 228,684 4,344,999 100,119 228,684 4,445,118 4,673,802
(1) Cedarbay 2,881,541 184,523 3,505,947 1,181 184,523 3,507,128 3,691,651
(6) Northwoods III 3,043,766 183,789 3,492,002 1,181 183,789 3,493,183 3,676,972
(1) Northpointe I
(Shelton Beach) 2,391,111 156,968 2,982,380 152,706 156,968 3,135,086 3,292,054
(1) Northpointe II 1,863,981 118,651 2,254,361 44,630 118,651 2,298,991 2,417,642
(9) Rockdale West 7,171,684 610,192 8,240,035 615,647 610,192 8,855,682 9,465,874
(9) Buttonwood Acres 3,603,715 382,930 4,392,292 340,392 382,930 4,732,684 5,115,614
(9) Solemar I 6,323,036 567,644 7,359,738 464,767 567,644 7,824,505 8,392,149
(2) West Scenic 2,739,461 201,556 3,893,464 231,180 201,556 4,124,644 4,326,200
(2) Greenwood Manor 1,288,549 84,416 1,603,982 11,962 84,416 1,615,944 1,700,360
(2) Henslee Heights 1,595,682 107,068 2,035,034 17,971 107,068 2,053,005 2,160,073
(2) Hereford Manor 970,854 70,391 1,319,817 8,937 70,391 1,328,754 1,399,145
(2) Oakwood Manor 4,390,841 295,312 5,627,044 436,324 295,312 6,063,368 6,358,680
(2) Robindale East 1,743,714 121,808 2,314,340 110,328 121,808 2,424,668 2,546,476
(12) Valley Arms 2,207,624 257,254 2,648,264 20,925 257,254 2,669,189 2,926,443
(2) Malvern Manor 1,085,946 73,494 1,396,388 4,059 73,494 1,400,447 1,473,941
(2) Southwest 973,511 68,995 1,310,896 4,592 68,995 1,315,488 1,384,483
(3) Lancaster Manor
Associates 5,558,191 392,991 7,476,427 27,493 392,991 7,503,920 7,896,911
(16) Caroline Apartments 1,356,627 122,239 1,804,976 386,406 122,239 2,191,382 2,313,621
(1) Florence Apartments 2,038,386 135,644 2,533,694 224,133 135,644 2,757,827 2,893,471

Life on which
Depreciation in
Date of Latest Income
Subsidiary Partnership's Accumulated Con- Statement is
Residential property Depreciation struction Acquired Computed (b) (c)
- - -------------------- ------------ --------- ---------- ----------------

(10) Pebble Creek $1,761,520 (c) Nov. 1984 27.5
(1) Knollwood I 2,245,038 (c) Sept. 1984 30
(1) Knollwood II 2,238,649 (c) Sept. 1984 30
(1) Knollwood III 2,232,894 (c) Sept. 1984 30
(1) Knollwood IV 1,515,922 (c) Sept. 1984 30
(1) Parklane II 1,649,123 (c) Sept. 1984 30
(1) Cedarbay 1,324,881 (c) Sept. 1984 30
(6) Northwoods III 1,309,951 (c) Oct. 1984 30
(1) Northpointe I
(Shelton Beach) 1,139,946 (c) Nov. 1984 30
(1) Northpointe II 847,513 (c) Nov. 1984 30
(9) Rockdale West 5,022,949 (c) Oct. 1984 15-27
(9) Buttonwood Acres 2,725,152 (c) Oct. 1984 20
(9) Solemar I 2,405,073 (c) Oct. 1984 15-27
(2) West Scenic 1,498,945 (c) Dec. 1984 30
(2) Greenwood Manor 625,032 (c) Dec. 1984 30
(2) Henslee Heights 673,689 (c) Dec. 1984 35
(2) Hereford Manor 447,472 (c) Dec. 1984 35
(2) Oakwood Manor 2,241,589 (c) Dec. 1984 30
(2) Robindale East 883,317 (c) Dec. 1984 30
(12) Valley Arms 798,811 (c) Dec. 1984 35
(2) Malvern Manor 468,251 (c) Dec. 1984 35
(2) Southwest 498,592 (c) Dec. 1984 30
(3) Lancaster Manor
Associates 2,873,451 (c) Dec. 1984 30
(16) Caroline Apartments 1,067,019 (c) Nov. 1984 28
(1) Florence Apartments 1,023,046 (c) Oct. 1984 27.5-40

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 25, 1996

Cost Gross Amount at which
Initial Cost to Company Capitalized (a) Carried At Close of Period
------------------------- Subsequent to ----------------------------------
Subsidiary Partnership's Buildings and Acquisition: Buildings and
Residential property Encumbrances Land Improvements Improvements Land Improvements Total
- - -------------------- ------------ ----------- ------------ ------------ -------- ------------ ----------

(1) Saraland Apartments 1,127,598 79,104 1,487,507 2,520 79,104 1,490,027 1,569,131
(1) Bonnie Doone 1,305,619 89,034 1,649,278 23,253 89,034 1,672,531 1,761,565
(13) Pinewood Village
(Conifer 317) 948,314 110,658 1,229,121 137,171 128,622 1,348,328 1,476,950
(17) Conifer Village
(Conifer 208) 1,140,637 83,189 1,569,170 136,110 81,264 1,707,205 1,788,469
(13) Fircrest Manor
(Conifer 307) 1,140,241 133,179 1,479,049 82,555 133,179 1,561,604 1,694,783
(4) Westminster Manor 6,678,450 457,575 8,662,800 136,176 457,575 8,798,976 9,256,551
(4) Northgate Townhouse 5,196,943 336,820 6,280,710 56,844 336,820 6,337,554 6,674,374
(15) Pecan Park I 3,218,100 193,864 3,682,091 6,681 193,864 3,688,772 3,882,636
(15) Pecan Park II 3,100,000 187,760 3,481,597 6,180 187,760 3,487,777 3,675,537
(15) Bicentennial Square (d) 6,480,591 1,147,629 6,576,179 (4,161,762) 222,600 3,339,446 3,562,046
(15) Bellfort Arms 7,000,000 1,130,077 6,996,265 1,181 1,130,077 6,997,446 8,127,523
(8) Hathaway Court 3,189,672 217,960 4,157,713 189,821 217,960 4,347,534 4,565,494
(5) Lexington Village 1,943,497 133,830 2,580,297 125,293 133,830 2,705,590 2,839,420
(5) Ware Manor 1,553,174 108,955 2,079,603 96,185 108,955 2,175,788 2,284,743
(14) Summer Arms 1,770,654 123,135 2,381,092 2,692 123,135 2,383,784 2,506,919
(12) Cabarrus Arms 1,330,988 102,987 1,850,151 74,840 102,987 1,924,991 2,027,978
(1) Sundown Apts.
(Cloister) 4,097,866 357,930 5,134,467 276,432 357,930 5,410,899 5,768,829
(5) Tall Pines 1,959,817 166,974 2,657,152 152,389 166,974 2,809,541 2,976,515
(1) Nottingham Woods 2,651,550 185,145 3,556,877 28,115 184,312 3,585,825 3,770,137
(7) Seymour O'Brien Manor 1,144,538 77,893 1,483,726 264,407 77,893 1,748,133 1,826,026
(7) Washington Highlands 1,168,965 79,571 1,508,983 181,531 79,571 1,690,514 1,770,085
(7) Vincennes Niblack 2,646,431 184,718 3,502,697 527,961 184,718 4,030,658 4,215,376

Life on which
Depreciation in
Date of Latest Income
Subsidiary Partnership's Accumulated Con- Statement is
Residential property Depreciation struction Acquired Computed (b) (c)
- - -------------------- ------------ --------- ---------- ----------------

(1) Saraland Apartments 579,985 (c) Oct. 1984 30
(1) Bonnie Doone 650,968 (c) Nov. 1984 30
(13) Pinewood Village
(Conifer 317) 529,334 (c) Nov. 1984 15-30
(17) Conifer Village
(Conifer 208) 691,619 (c) Nov. 1984 20-30
(13) Fircrest Manor
(Conifer 307) 604,868 (c) Nov. 1984 20-30
(4) Westminster Manor 3,381,946 (c) Oct. 1984 30
(4) Northgate Townhouse 2,487,702 (c) Oct. 1984 30
(15) Pecan Park I 1,409,637 (c) Dec. 1984 30
(15) Pecan Park II 1,333,903 (c) Dec. 1984 25-30
(15) Bicentennial Square (d) 2,511,847 (c) Dec. 1984 30-40
(15) Bellfort Arms 2,699,284 (c) Nov. 1984 30
(8) Hathaway Court 2,436,604 (c) Nov. 1984 20
(5) Lexington Village 1,475,529 (c) Nov. 1984 12-27.5
(5) Ware Manor 1,190,641 (c) Nov. 1984 15-27.5
(14) Summer Arms 1,343,418 (c) Nov. 1984 20
(12) Cabarrus Arms 1,044,586 (c) Nov. 1984 20
(1) Sundown Apts.
(Cloister) 2,952,099 (c) Nov. 1984 15-20
(5) Tall Pines 1,532,654 (c) Nov. 1984 20
(1) Nottingham Woods 1,958,697 (c) Nov. 1984 20
(7) Seymour O'Brien Manor 597,170 (c) Oct. 1984 27.5
(7) Washington Highlands 563,398 (c) Oct. 1984 27.5
(7) Vincennes Niblack 1,305,134 (c) Oct. 1984 27.5

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 25, 1996

Cost Gross Amount at which
Initial Cost to Company Capitalized (a) Carried At Close of Period
------------------------- Subsequent to ----------------------------------
Subsidiary Partnership's Buildings and Acquisition: Buildings and
Residential property Encumbrances Land Improvements Improvements Land Improvements Total
- - -------------------- ------------ ----------- ------------ ------------ -------- ------------ ------------

(10) Nu Elm 1,478,043 100,552 1,913,293 297,213 100,552 2,210,506 2,311,058
(3) Casa Ramon 1,822,330 121,197 2,318,916 269,484 121,197 2,588,400 2,709,597
(10) Hackley Village 1,101,603 80,562 1,530,639 13,145 80,562 1,543,784 1,624,346
(10) Huntley Associates I 1,791,339 125,087 2,376,634 227,374 125,087 2,604,008 2,729,095
(10) Huntley Associates II 1,359,855 98,140 1,864,671 150,544 98,140 2,015,215 2,113,355
(1) Decatur 2,010,735 135,554 2,531,304 38,006 135,554 2,569,310 2,704,864
(1) Dickens Ferry 1,595,264 108,914 2,058,001 95,471 108,914 2,153,472 2,262,386
(15) University Gardens 1,813,885 127,004 2,288,254 36,148 127,004 2,324,402 2,451,406
(15) Southside Villages 2,000,278 135,624 2,508,705 11,885 135,624 2,520,590 2,656,214
(10) Carlton Terrace 8,053,608 755,304 8,627,605 110,939 755,304 8,738,544 9,493,848
(10) Apollo Villa 2,673,233 229,304 2,903,658 47,737 229,304 2,951,395 3,180,699
(10) Apollo Villa II 6,650,239 577,304 7,260,975 214,660 577,304 7,475,635 8,052,939
(10) Cranbrook Manor 3,429,923 261,948 3,510,485 523,681 261,948 4,034,166 4,296,114
(10) Oakbrook Villa 8,500,357 411,597 9,143,169 2,490,635 411,597 11,633,804 12,045,401
- - --- ----------- ----------- ------------ ---------- ----------- ------------ ------------
$184,169,88 $14,730,719 $222,052,152 $7,135,205 $13,820,896 $230,097,180 $243,918,076
=========== =========== ============ ========== =========== ============ ============

Life on which
Depreciation in
Date of Latest Income
Subsidiary Partnership's Accumulated Con- Statement is
Residential property Depreciation struction Acquired Computed (b) (c)
- - -------------------- ------------ --------- ---------- ----------------

(10) Nu Elm 759,357 (c) Oct. 1984 27.5
(3) Casa Ramon 984,276 (c) Oct. 1984 27.5
(10) Hackley Village 517,654 (c) Oct. 1984 27.5
(10) Huntley Associates I 859,650 (c) Oct. 1984 5-27.5
(10) Huntley Associates II 672,144 (c) Oct. 1984 5-27.5
(1) Decatur 992,941 (c) Oct. 1984 30
(1) Dickens Ferry 813,697 (c) Nov. 1984 15-30
(15) University Gardens 1,084,008 (c) Nov. 1984 25
(15) Southside Villages 1,160,559 (c) Nov. 1984 25
(10) Carlton Terrace 4,232,618 (c) Dec. 1984 25
(10) Apollo Villa 1,427,176 (c) Dec. 1984 25
(10) Apollo Villa II 3,627,819 (c) Dec. 1984 25
(10) Cranbrook Manor 1,270,546 (c) Dec. 1984 40
(10) Oakbrook Villa 3,453,801 (c) Dec. 1984 40
- - --- -----------
$94,655,094
===========

(a) No carrying costs have been capitalized since all properties were acquired
after completion of construction.
(b) Furniture and fixtures, included in buildings and improvements, are
depreciated primarily by the straight line method over the estimated useful
lives ranging from 5 to 15 years.
(c) Since all properties were acquired as operating properties, depreciation is
computed using primarily the straight line method over the estimated useful
lives determined by the Partnership at date of acquisition.
(d) Included in Gross Amount of Land and Buildings and Improvements at Close of
Period is a provision for impairment of assets in the amount of $925,029 and
$3,418,186, respectively. The total provision in the amount of $4,343,215 is
also included in Costs Capitalized Subsequent to Acquisition. See Note 4 in
Item 8, Financial Statements and Supplementary Data.

GEOGRAPHIC LOCATIONS:
(1) Alabama, (2) Arkansas, (3) California, (4) Colorado, (5) Georgia, (6)
Florida, (7) Indiana, (8) Kentucky, (9) Massachusetts, (10) Michigan, (11)
Missouri, (12) North Carolina, (13) Oregon, (14) South Carolina, (15) Texas,
(16) Virginia, (17) Washington.

CAMBRIDGE ADVANTAGED PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral (Continued)
MARCH 25, 1996

Cost of Property and Equipment Accumulated Depreciation
------------------------------ ------------------------
Year Ended March 25,
------------------------------------------------------------------------------------
1996 1995 1994 1996 1995 1994
------------ ------------ ------------ ----------- ----------- -----------

Balance at beginning of period $246,741,642 $245,188,485 $244,068,381 $88,235,454 $79,820,795 $71,237,567
Additions during period:
Improvements 1,656,763 1,750,036 1,161,490
Depreciation expense 6,529,518 8,611,030 8,602,997
Reductions during period:
Dispositions 137,114 196,879 41,386 109,878 196,371 19,769
Allowance for impairment 4,343,215 0 0 0 0 0
------------ ------------ ------------ ----------- ----------- -----------
Balance at end of period $243,918,076 $246,741,642 $245,188,485 $94,655,094 $88,235,454 $79,820,795
============ ============ ============ =========== =========== ===========

At the time the local partnerships were acquired by Cambridge Advantaged
Properties Limited Partnership, the entire purchase price paid by Cambridge
Advantaged Properties Limited Partnership was pushed down to the local
partnerships as property and equipment with an offsetting credit to capital.
Since the projects were in the construction phase at the time of acquisition,
the capital accounts were insignificant at the time of purchase. Therefore,
there are no material differences between the original cost basis for tax and
GAAP.

Exhibit 22

Jurisdiction
Subsidiaries of Registrant of Formation
-------------------------- ------------
Knollwood I, LTD AL
Knollwood II, LTD AL
Knollwood III, LTD AL
Knollwood IV, LTD AL
Parklane II, LTD AL
Cedar Bay, LTD AL
Northwoods III Apts. LTD AL
Westminster Manor Apts. MI
North Gate Townhouse Apts. MI
Hackley Village Associates MI
Huntley Associates #1 MI
Huntley Associates #2 MI
Seymour O'Brien Manor Apts. MI
Washington Highland Apts. MI
Vincennes Niblack Apts. MI
Casa Ramon Apartments NY
Nu-Elm Apartments MI
Pebble Creek LDHA MI
Buttonwood Acres at New Bedford MA
Rockdale West at New Bedford MA
Solemar at South Dartmouth L.P. MA
Decatur Apartments, LTD TX
Florence Apartments, LTD TX
Saraland Apartments, LTD TX
University Garden Apts. LTD TX
Southside Village Apts., LTD TX
Dickens Ferry Apartments, LTD TX
Bonnie Doone Apartments, LTD TX
Conifer 208 WA
Conifer 307 WA
Conifer 317 WA
Bicentennial Associates, LTD TX
Bellfort Associates, LTD TX
Cloisters Associates, LTD GA
Cabarrus Arms Associates, LTD GA
Summer Arms Apts. LTD GA
Lexington Village Company GA
Ware Manor Associates GA
Nottingham Woods Apts., LTD GA
Hathaway Court Associates GA

-48-

Exhibit 22 (Continued)

Jurisdiction
Subsidiaries of Registrant of Formation
-------------------------- ------------
Tall Pines Associates GA
Shelton Beach Apts., LTD AL
Northpointe II, LTD AL
Caroline Forest Apts. VA
Park of Pecan I, LTD TX
Park of Pecan II, LTD TX
Villa Apollo Associates LTD Ptns. MI
Carlton Terrace Apartments LTD Ptns. MI
Cranbrook Manor Apartments LTD Ptns. MI
Oakbrook Villa Apartments LTD Ptns. MI
Villa Apollo No. 2 LTD Ptns. MI
Greenwood Manor, LTD AR
Malvern Manor AR
Hereford Manor, LTD AR
Henslee Heights, LTD AR
Oakwood Manor, LTD AR
West Scenic Apartments, LTD AR
Robindale East Apartments, LTD AR
Southwest Apartments, LTD AR
Valley Arms, LTD AR
Lancaster Manor Associates, LTD OH

-49-