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UNITED STATES
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 [FEE REQUIRED]

For the fiscal year ended March 31, 1996
OR

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

Commission File Number 0-24656

LIBERTY TAX CREDIT PLUS III L.P.
(Exact name of registrant as specified in its charter)

Delaware 13-3491408
- - ------------------------------- ------------------------------------
(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:

Limited Partnership Interests and Beneficial Assignment Certificates
(Title of Class)

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 223



PART I

Item 1. Business.

General

Liberty Tax Credit Plus III L.P. (the "Partnership") is a limited
partnership which was formed under the laws of the State of Delaware on November
17, 1988. The General Partners of the Partnership are Related Credit Properties
III L.P., a Delaware limited partnership (the "Related General Partner"),
Liberty Associates IV L.P., a Delaware limited partnership ("Liberty
Associates"), and Liberty GP III Inc., a Delaware corporation (the "Liberty
General Partner"). The general partner of the Related General Partner is Related
Credit Properties III Inc., a Delaware corporation. The general partners of
Liberty Associates are the Related General Partner and the Liberty General
Partner.

On May 2, 1989, the Partnership commenced a public offering (the
"Offering") of Beneficial Assignment Certificates ("BACs") representing
assignments of limited partnership interests in the Partnership ("Limited
Partnership Interests").

As of March 30, 1990, (the date on which the Partnership held the final
closing of the sale of BACs and on which the Offering was terminated), the
Partnership had received $139,101,500 of gross proceeds of the Offering from
9,082 investors.

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 one or more leveraged low-income multifamily
residential complexes ("Apartment Complexes" or "Properties") that are eligible
for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax
Reform Act of 1986, some of which are eligible for the historic rehabilitation
tax credit ("Historic Rehabilitation Tax Credit", "Rehabilitation Projects"; and
together with the Apartment Complexes or "Properties"). Some of the Apartment
Complexes benefit from one or more other forms of federal or state housing
assistance. The Partnership's investment in each Local Partnership represents
from 27% to 98% of the partnership interests in the Local Partnership. As of
March 31, 1996, approximately $109,000,000 (not including acquisition fees) of
net proceeds have been invested in 62 Local Partnerships. The Partnership does
not anticipate making any additional investments. See Item 2, Properties, below.

Liberty Associates is the Special Limited Partner in all 62 Local
Partnerships, as well as a General Partner of the Partnership. Liberty
Associates has certain rights and obligations in its role as Special Limited
Partner which permit this affiliate of the registrant to execute control over
the management and policies of the subsidiaries.

The Partnership has been formed to invest primarily in low-income
Apartment Complexes that are eligible for the Housing Tax Credit enacted in the
Tax Reform Act of 1986. Some Apartment Complexes may also be eligible for
Historic Rehabilitation Tax Credits ("Historic Complexes"). The investment
objectives of the Partnership are to:

1. Entitle qualified BAC's holders to substantial Housing Tax Credits
over the Credit Period with respect to each Apartment Complex.

2. Preserve and protect the Partnership's capital.

3. Participate in any capital appreciation in the value of the
Properties and provide distributions of Sale or Refinancing Proceeds upon the
disposition of the Properties.

4. Provide cash distributions when available from the operations of the
Properties, current taxes on which are expected to be substantially deferred.



-2-


5. Allocate passive losses to individual BACs holders to offset passive
income that they may realize from rental real estate investments and other
passive activities, and allocate passive losses to corporate BACs holders to
offset business income.

One of the Partnership's objectives is to entitle qualified BACs
holders to low-income Housing Tax Credits over the period of the Partnership's
entitlement to claim such Tax Credits (for each Property, generally ten years
from the date of investment or, if later, the date the Property is placed in
service; referred to herein as the "Credit Period"). Each of the Local
Partnerships in which the Partnership has acquired an interest has been
allocated by the relevant state credit agency the authority to recognize Tax
Credits during the Credit Period provided that the Local Partnership satisfies
the rent restriction, minimum set-aside and other requirements for recognition
of the Tax Credits at all times during the 15-year period commencing at the
beginning of the Credit Period. Once a Local Partnership has become eligible to
recognize Tax Credits, it may lose such eligibility and suffer an event of
"recapture" if (i) the partnership ceases to meet qualification requirements ,
(ii) there is a decrease in the qualified basis of the projects, or (iii) there
is a reduction in the taxpayer's interest in the project at any time during the
15-year Compliance Period that began with the first tax year of the credit
period. None of the Local Partnerships in which the Partnership has acquired an
interest has suffered an event of recapture.

The Partnership continues to meet its primary objective of generating
low-income housing tax credits; approximately $19,673,000, $19,765,000, and
$19,766,000, during the Fiscal Years 1995, 1994, and 1993, respectively.

The Partnership also continues to meet its objective of allocating
passive losses to individual BACs holders to offset passive income that they may
realize from rental real estate investments and other passive activities, and
allocating passive losses to corporate BACs holders to offset business income.

As of March 31, 1996, the Partnership has not met its investment
objective of providing cash distributions from the operations of the Properties.
Cash distributions received from the Local Partnerships have been relatively
immaterial. Management expects that the distributions received from the Local
Partnerships will increase, although not to a level sufficient to permit cash
distributions to BACs holders. The Partnership does not anticipate providing
cash distributions to BACs holders in circumstances other than refinancings or
sales.

There can be no assurance that the Partnership will achieve its
investment objectives.

Competition

The real estate business is highly competitive and substantially all of
the Properties acquired and to be acquired by the Partnership are subject to
active competition from similar properties in their respective vicinities. In
addition, various other limited partnerships may, in the future, be formed by
the General Partners and/or their affiliates to engage in businesses which may
be competitive with the Partnership.

Employees

The Partnership does not have any direct 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. 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's Amended and Restated Agreement and Certificate
of Limited Partnership (the "Partnership Agreement").


-3-


Item 2. Properties.

The Partnership holds a 98% limited partnership interest in 61 Local
Partnerships and a 26.46% limited partnership interest in 1 Local Partnership
(the other 71.54% limited partnership interest is held by an affiliate of the
Partnership with the same management); together these 62 Local Partnerships own
66 apartment complexes. Set forth below is a schedule of these Local
Partnerships including certain information concerning their respective Apartment
Complexes (the "Local Partnership Schedule"). Further information concerning
these Local Partnerships and their Properties may be found in Item 14 of this
report and Schedule III to the Partnership's consolidated financial statements.

Local Partnership Schedule
--------------------------


% of Units Occupied at May 1
------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- - ----------------------------------- ------------- ---- ---- ---- ---- ----

C.V. Bronx Associates, L.P./Gerald Gardens
Bronx, NY (121) June 1989 97 95 98 100 85

Michigan Rural Housing Limited Partnership
Michigan (192)(a) September 1989 89 90 95 94 93

Jefferson Limited Partnership
Schreveport, LA (69) December 1989 99 96 100 100 97

Inter-Tribal Indian Village Housing
Development Associates, L.P.
Providence, RI (36) October 1989 100 100 97 100 100

RBM Associates/Spring Garden
Philadelphia, PA (8) December 1989 100 100 100 100 100

Glenbrook Associates
Atglen, PA (35) November 1989 100 100 98 100 100

Affordable Flatbush Associates
Brooklyn, NY (30) December 1989 100 97 100 100 100

Barclay Village II, LTD.
Chambersburg, PA (87) November 1989 100 100 100 100 100

1850 Second Avenue Associates, L.P.
New York, NY (48) October 1989 100 100 100 100 100

R.P.P. Limited Dividend Housing/River Place
Detroit, MI (301) November 1989 97 99 96 92 76

Williamsburg Residential II, L.P.
Wichita, KS (50) November 1989 92 96 99 95 95

West 104th Street Associates L.P.
New York, NY (56) December 1989 100 98 100 100 100

Meredith Apartments, LTD.
Salt Lake City, UT (22) August 1989 100 100 95 95 95

Ritz Apartments, LTD.
Salt Lake City, UT (30) August 1989 100 100 100 100 100

Ashby Apartments, LTD.
Salt Lake City, UT (27) August 1989 96 100 100 100 100


-4-


Local Partnership Schedule
--------------------------



% of Units Occupied at May 1
------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- - ----------------------------------- ------------- ---- ---- ---- ---- ----

South Toledo Associates, LTD.
Toledo, OH (18) January 1990 100 100 94 100 100

Dunlap School Venture
Philadelphia, PA (35) January 1990 92 98 100 100 100

Philipsburg Elderly Housing Associates
Philipsburg, PA (103) February 1990 99 98 100 100 100

Franklin Elderly Housing Associates
Franklin, PA (89) February 1990 99 99 100 100 100

Wade D. Mertz Elderly Housing Associates
Sharpsville, PA (103) February 1990 99 99 100 100 100

Lancashire Towers Associates
Limited Partnership
Cleveland, OH (240) February 1990 100 100 100 100 100

Northwood Associates Limited Partnership
Toledo, OH (176) February 1990 97 92 95 100 98

Brewery Renaissance Associates
Middletown, NY (53) February 1990 98 98 98 100 100

Brandywine Court Associates, L.P.
Jacksonville, FL (52) November 1989 94 90 96 98 94

Art Apartments Associates
Philadelphia, PA (30) March 1990 83 94 97 100 100

The Village at Carriage Hills, LTD.
Clinton, TN (48) March 1990 100 100 100 100 100

Mountainview Apartments, LTD.
Newport, TN (34) March 1990 100 100 100 100 100

The Park Village, Limited
Jackson, MS (24) March 1990 100 100 100 99 100

River Oaks Apartments, LTD.
Oneonta, AL (35) March 1990 100 100 100 100 100

Forrest Ridge Apartments, LTD.
Forrest City, AR (25) March 1990 100 100 100 100 100

The Hearthside Limited Dividend Housing
Association Limited Partnership
Portage, MI (101) March 1990 98 100 98 98 100

Redemptorist Limited Partnership
New Orleans, LA (126) March 1990 98 95 100 97 100




-5-


Local Partnership Schedule
--------------------------



% of Units Occupied at May 1
------------------------------
Name and Location Date Acquired 1996 1995 1994 1993 1992
- - ----------------- ------------- ---- ---- ---- ---- ----

Manhattan A Associates
New York, NY (99) April 1990 97 98 96 98 100

Broadhurst Willows, L.P.
New York, NY (129) April 1990 96 97 98 100 100

Weidler Associates Limited Partnership
Portland, OR (52) May 1990 98 98 99 100 100

Gentle Pines-West Columbia Associates, L.P.
Columbia, SC (150) June 1990 99 97 100 99 100

Lake Forest Estates II, LTD.
Livingston, AL (32) June 1990 100 97 100 100 100

Las Camelias Limited Partnership
Rio Piedras, PR (166) June 1990 100 98 100 100 99

WPL Associates XXIII
Portland, OR (48) July 1990 97 98 100 95 92

Broadway Townhouses L.P.
Camden, NJ (175) July 1990 100 100 100 100 100

Puerto Rico Historic Zone Limited
Dividend Partnership
San Juan, PR (67) August 1990 100 100 100 100 60

Citrus Meadows Apartments, LTD.
Brandenton, FL (200) July 1990 94 96 95 98 96

Sartain School Venture
Philadelphia, PA (35) August 1990 89 98 100 96 100

Driftwood Terrace Associates, LTD.
Ft. Lauderdale, FL (176) September 1990 100 99 100 100 100

Holly Hill, LTD.
Greenville, TN (46) October 1990 100 96 100 100 100

Mayfair Apartments LTD.
Morristown, TN (48) October 1990 100 100 100 99 94

Foxcroft Apartments LTD.
Troy, AL (48) October 1990 98 100 100 99 98

Canterbury Apartments, LTD.
Indianola, MS (48) October 1990 100 100 100 100 100

Cutler Canal III Associates, LTD.
Miami, FL (262) October 1990 95 97 98 60 97

Jefferson Place L.P.
Olathe, KS (352) October 1990 93 99 98 94 85




-6-

Local Partnership Schedule
--------------------------



% of Units Occupied at May 1
------------------------------
Name and Location Date Acquired 1996 1995 1994 1993 1992
- - ------------------ ------------- ---- ---- ---- ---- ----

Callaway Village, LTD.
Clinton, TN (46) November 1990 100 100 100 98 100

Commerce Square Apartments Associates L.P.
Smyrna, DE (80) December 1990 95 98 100 99 95

West 132nd Development Partnership
New York, NY (40) December 1990 88 95 97 100 98

Site H Development Co.
Brooklyn, NY (11) December 1990 100 100 100 100 100

L.I.H. Chestnut Associates, L.P.
Philadelphia, PA (78) December 1990 97 85 100 100 63

Diamond Phase II Venture
Philadelphia, PA (32) December 1990 91 97 94 100 100

Bookbindery Associates
Philadelphia, PA (41) December 1990 98 93 95 100 100

The Hamlet, LTD.
Boynton Beach, FL (240) December 1990 98 92 95 96 63

Stop 22 Limited Partnership
Santurce, PR (153) December 1990 100 99 100 100 100

Knob Hill Apartments, LTD.
Greenville, TN (48) December 1990 100 100 100 100 100

Conifer James Street Associates
Syracuse, NY (73) December 1990 92 79 100 100 100

Longfellow Heights Apartments, L.P.
Kansas City, MO (104) March 1991 98 86 98 100 30



(a) Consists of five apartment complexes located throughout Michigan.

For a description of mortgage encumbrances see Item 14 - Schedule III - Real
Estate and Accumulated Depreciation.

Generally, the General Partners require in connection with investments
in Local Partnerships that the general partners of the Local Partnerships
("Local General Partners") undertake an obligation to fund operating deficits
(up to a stated maximum amount) of the Local Partnership during a limited period
of time following rent stabilization, the Partnership's investment ("Guarantee
Period"). In each case the operating deficits will be funded by Operating Loans
which will not bear interest and will be repaid only out of 50% of available
cash flow or out of available net sale or refinancing proceeds. The gross amount
of the Operating Deficit Guarantees aggregate approximately $18,700,000, of
which approximately $15,600,000 have expired as of March 31, 1996. In cases
where the General Partners deem it appropriate, the obligations of a Local
General Partner under the Operating Deficit and/or Rent-Up Guarantees are
secured by letters of credit and/or cash escrow deposits.



-7-


The Tax Credits are available for a ten-year period which commences
when the property is placed in service. However, the annual Tax Credit available
in the year in which the Apartment Complex was placed in service by the Local
Partnership must be prorated based upon the months remaining in the year after
the Apartment Complex was placed in service. The amount of the annual Tax Credit
not available in the first year will be available in the eleventh year. In
certain cases, the Partnership acquired its interest in a Local Partnership
after the Local Partnership had placed its Apartment Complex in service. In
these cases, the Partnership may be allocated Tax Credits only beginning in the
month following the month in which the Partnership acquired its interest. In
addition, Tax Credits allocated in any prior period may not be claimed by the
Partnership. The Partnership has also acquired Local Partnership Interests in
which some of the Local Partnerships owning historic complexes qualifies for the
Historic Rehabilitation Tax Credit. The amount of the Historic Rehabilitation
Tax Credit is generally 20% of qualified rehabilitation expenditures and is
available in its entirety in the year the rehabilitated building is placed in
service or, under certain circumstances, in the year in which the rehabilitation
expenditure is made.

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

Rent 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 indexes 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.

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 of the properties as shown in
Schedule III to the financial statements.


Item 3. Legal Proceedings.

None.


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

None.


-8-


PART II

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

The Partnership has issued 27,820.3 Limited Partnership Interests, each
representing a $5,000 capital contribution to the Partnership, for aggregate
Gross Proceeds of $139,101,500. All of the issued and outstanding Limited
Partnership Interests have been issued to Liberty Credit Assignor III, Inc. (the
"Assignor Limited Partner"), which has in turn issued 139,101.5 BACs to the
purchasers thereof for an aggregate purchase price of $139,101,500. Each BAC
represents all of the economic and virtually all of the ownership rights
attributable to one-fifth of a Limited Partnership Interest held by the Assignor
Limited Partner. BACs may be converted into Limited Partnership Interests at no
cost to the holder (other than the payment of transfer costs not to exceed
$100), but Limited Partnership Interests so acquired are not thereafter
convertible into BACs.

Neither the BACs nor the Limited Partnership Interests are traded on
any established trading market. The Partnership does not intend to include the
BACs for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partners have imposed limited
restrictions on the transferability of the BACs and the Limited Partnership
Interests in secondary market transactions. Implementation of the restrictions
should prevent a public trading market from developing and may adversely affect
the ability of an investor to liquidate his or her investment quickly. It is
expected that such procedures will remain in effect until such time, if ever, as
further revision of the Revenue Act of 1987 may permit the Partnership to lessen
the scope of the restrictions.

As of June 1, 1996, the Partnership has approximately 9,082 registered
holders of an aggregate of 139,101.5 BACs.

All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $2,000, are held by the three General
Partners.

Certain subsidiaries are subject to HUD restrictions which limit annual
cash distributions to partners and restrict the subsidiaries from selling or
otherwise liquidating their assets during the period that the agreement with HUD
is in existence, without HUD's approval.

Pursuant to the terms of the Partnership's Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") there are no
material restrictions that restrict the ability of the Partnership to make
distributions.

However, the Partnership has made no distributions to the BACs holders
as of March 31, 1996. The Partnership does not anticipate providing cash
distributions to its BACs holders other than from net refinancing or sales
proceeds.



-9-


Item 6. Selected Financial Data.

The information set forth below presents selected financial data of the
Partnership from the last five fiscal years. Additional financial information is
set forth in the audited financial statements in Item 8 hereof.



Year Ended March 31
-----------------------------------------------------------------------------------
OPERATIONS 1996 1995 1994 1993 1992
- - ---------- ---- ---- ---- ---- ----

Revenues $ 33,211,908 $ 32,437,587 $ 31,371,907 $ 30,001,314 $ 23,169,443
Operating expenses 49,134,034 47,897,186 47,729,423 46,246,686 37,360,653
------------- ------------- ------------- ------------- -------------
(Loss) income before
minority interest (15,922,126) (15,459,599) (16,357,516) (16,245,372) (14,191,210)

Minority interest in (loss)
income of subsidiary
partnerships 153,662 158,671 152,604 165,686 175,036
------------- ------------- ------------- ------------- -------------

Net (loss) income $ (15,768,464) $ (15,300,928) $ (16,204,912) $ (16,079,686) $ (14,016,174)
============= ============= ============= ============= =============

Net (loss) income per
limited partners $ (15,610,779) $ (15,147,919) $ (16,042,863) $ (15,918,890) $ (13,876,012)
============= ============= ============= ============= =============
Net (loss) income per
weighted average BAC $ (112.23) $ (108.90) $ (115.33) $ (114.44) $ (99.75)
============= ============= ============= ============= =============


March 31
-----------------------------------------------------------------------------------
FINANCIAL POSITION 1996 1995 1994 1993 1992
- - ------------------ ---- ---- ---- ---- ----

Total assets $ 302,121,868 $ 314,010,691 $ 324,600,042 $ 341,349,003 $362,692,599
============= ============= ============= ============= =============
Total liabilities $ 257,205,366 $ 252,803,110 $ 247,840,864 $ 248,042,255 $249,908,505
============= ============= ============= ============= =============
Minority interest $ 1,763,731 $ 2,286,346 $ 2,537,015 $ 2,879,673 $ 6,277,333
============= ============= ============= ============= =============
Total partners' capital $ 43,152,771 $ 58,921,235 $ 74,222,163 $ 90,427,075 $106,506,761
============= ============= ============= ============= =============


During the years ended March 31, 1992 through 1996, total assets
decreased primarily due to depreciation, partially offset by net additions to
property and equipment. During the years ended March 31, 1992 through 1996,
total liabilities decreased primarily due to payment of obligations. During the
years ended March 31, 1994 through 1996, total liabilities increased primarily
due to the accrual of principal and interest payments at one of the Local
Partnerships, partially offset by payments of obligations at the remaining Local
Partnerships. During the years ended March 31, 1992 and 1993, certain minority
interest limited partners assumed building costs and debt of approximately
$8,000,000 and $2,000,000, respectively. In addition, certain Local Partnerships
wrote down property and equipment due to the withdrawal of the minority limited
partners. Such writedowns amounted to approximately $9,000,000 for the year
ended March 31, 1992.

CASH DISTRIBUTION

The Partnership has made no distributions to the BACs holders as of
March 31, 1996.



-10-


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

Liquidity and Capital Resources

The Partnership raised $139,101,500 in gross proceeds during the
offering period which commenced in May, 1989 and was terminated on March 30,
1990. The net proceeds available for investment, after volume discounts,
establishment of a working capital reserve, payment of sales commissions,
acquisition fees, and offering expenses were approximately $109,900,000. Through
March 31, 1996, the Partnership has invested approximately $109,000,000 (not
including acquisition fees) of net proceeds in 62 Local Partnerships of which
approximately $2,176,000 remains to be paid (which includes approximately
$1,887,000 held in escrow). The Partnership did not make any investments during
the year ended March 31, 1996 and does not anticipate making any further
investments.

During the years ended March 31, 1996, 1995, and 1994, the
Partnership's primary source of funds include (i) working capital reserves in
the original amount of 3.5% of gross equity raised and (ii) cash distributions
from the operations of the local partnerships.

For the year ended March 31, 1996, cash and cash equivalents of the
Partnership and its 62 consolidated subsidiary partnerships decreased by
approximately $626,000. This decrease is primarily attributable to capital
improvements of $1,274,000, net mortgage principal payments $1,449,000 and a
decrease in capitalization of consolidated subsidiaries attributable to minority
interest of $369,000, which exceeds cash flow from operations of $2,415,000.
Included in the adjustments to reconcile the net loss to cash flow from
operations is depreciation and amortization in the amount of approximately
$12,180,000 and an increase in due to debt guarantor in the amount of $3,299,000
(see Results of Operations of Certain Local Partnerships - R.P.P. Limited
Dividend Housing Association Limited Partnership, ("River Place") below.

The Partnership has a working capital reserve in the original amount of
3.5% of gross equity raised of which approximately $4,203,000 and $3,527,000
remained unused at March 31, 1996 and 1995, respectively.

The Partnership is not expected to have access to additional sources of
financing, and in particular will not have the ability to assess BAC holders for
additional capital contributions to provide capital if needed by the
Partnership. Accordingly, if circumstances arise that cause a Local Partnership
to require capital in addition to that contributed by the Partnership and any
equity of the Local General Partner, the only sources from which such capital
needs will be able to be satisfied (other than the limited reserves available at
the partnership level) will be additional third party debt financing (which may
not be available if, as expected, the property owned by the Local Partnership is
already substantially leveraged or, as in the case of the New York program
properties, the incurrence of third party debt is not permitted) or additional
equity contributions of the Local General Partner or other equity sources (which
could adversely affect the Partnership's interest in operating cash flow and/or
proceeds of sale or refinancing of the property and result in adverse tax
consequences to the BAC holders). There can be no assurance that any of such
sources would be readily available in sufficient proportions to fund the capital
requirements of the Local Partnerships in question, particularly if the residual
value of a property is uncertain. If sources are not available, the Local
Partnership would risk foreclosure on its property if it were unable to
renegotiate the terms of its first mortgage and any other debt with the lenders
thereof. The risks associated with the need of the Local Partnership to
refinance their underlying first mortgage debt are exacerbated by the
probability that the term of certain favorable assistance programs from which a
Local Partnership may benefit will expire prior to the end of the compliance
period with respect to such Local Partnership's property.

Cash distributions received from the Local Partnerships remain
relatively immaterial. These distributions, as well as the working capital
reserves referred to above will be used to meet the future operating expenses of
the Partnership.

During the years ended March 31, 1996, 1995 and 1994, the amounts
received from operations of the Local Partnerships approximated $190,600,
$113,000, and $72,000, respectively.

-11-


The Partnership has negotiated Operating Deficit Guarantee Agreements
with all Local Partnerships, in which the Local General Partners have agreed to
fund operating deficits for a specified period of time. The terms of the
Operating Deficit Guarantee Agreements vary for each Local Partnership, with the
maximum dollar amounts to be funded for a specified period of time, generally
three years, commencing at rent stabilization. The gross amount of the Operating
Deficit Guarantees aggregate approximately $18,700,000 of which approximately
$15,600,000, $12,000,000 and $9,900,000 had expired as of March 31, 1996, 1995
and 1994, respectively. As of March 31, 1996, 1995 and 1994, approximately
$170,000, $251,000 and $(149,000), respectively, has been funded by or (paid to)
the Local General Partners to meet such obligations. All operating deficit
guarantees expire within the next three years. Management does not expect a
material impact on liquidity, based on prior years fundings.

In addition, several Local Partnerships were initially subject to
Rent-Up Guarantee Agreements, in which the general partners of the Local General
Partner agrees to pay liquidated damages if predetermined occupancy rates are
not achieved. As of March 31, 1996, all such guarantees have expired.

Both the Operating Deficit Guarantee Agreements and the Rent-Up
Guarantee Agreements were negotiated to protect the Partnership's interest in
the Local Partnerships and to provide incentive to the Local General Partners to
generate positive cash flow.

HUD recently released the 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.

As discussed more fully in Result of Operations of Certain Local
Partnerships, River Place's debt service is being paid by the General Retirement
Systems of the City of Detroit ("GRS") pursuant to a guarantee which expired in
January 1996. An extension of this guarantee is currently being reviewed by GRS
and management. The mortgagee for Jefferson Place, L.P. ("Jefferson Place") has
agreed not to declare a default and the partnership has made partial payments
from cash flow. Puerto Rico Historic Zone Limited Dividend Partnership ("San
Justo") has recently restructured its debt. Stop 22 Limited Partnership ("Stop
22") has had tentative discussions with its lender addressing delinquent
payments. Another Local Partnership, Jefferson Limited Partnership
("Jefferson"), had current liabilities which exceeded current assets at December
31, 1995 and 1994. 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 for 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
diversifications of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 62 Local Partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years and
are transferable with the property during the


-12-


remainder of the ten year period. If trends in the real estate market warranted
the sale of a property, the remaining tax credits would transfer to the new
owner; thereby adding significant value to the property on the market, which are
not included in the financial statement carrying amount.


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 31, 1996, the Partnership has not recorded any provisions for loss
on impairment of assets or reduction to estimated fair value.

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 April 1, 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 results of operations.

The following is a summary of the results of operations of the
Partnership for the years ended March 31, 1996, 1995 and 1994 (the "Fiscal
1995", "Fiscal 1994" and "Fiscal 1993", respectively).

The majority of the Local Partnerships' income continues to be in the
form of rental income, with the corresponding expenses being divided among
operations, depreciation, and mortgage interest.

The net loss for the 1995, 1994 and 1993 Fiscal Years totaled
$15,768,464, $15,300,928, and $16,204,912, respectively.

1995 vs. 1994

Rental income increased approximately 2% for the year ended March 31,
1996 as compared to the corresponding period in 1995 primarily due to rental
rate increases.

Total expenses remained fairly consistent, with a 3% increase, for the
year ended March 31, 1996 as compared to the corresponding period in 1995.

1994 vs.1993

Rental income increased approximately 4% for the year ended March 31,
1994 as compared to the corresponding period in 1993 primarily due to rental
rate increases.

Other income decreased approximately $205,000 for the year ended March
31, 1995 as compared to the corresponding period in 1994. The decrease is
predominately due to a decrease in interest income earned by the Partnership as
a result of the net proceeds of the public offering have been expended.

-13-


Total expenses excluding general and administrative - related parties
and repairs and maintenance remained fairly consistent, with a 3% decrease, for
the year ended March 31, 1995 as compared to the corresponding period in 1994.

General and administrative-related parties increased approximately
$795,000 for the year ended March 31, 1995 as compared to the corresponding
period in 1994 primarily due to an increase in Partnership management fees.

Repairs and maintenance expense increased approximately $492,000 for
the year ended March 31, 1995 as compared to the corresponding period in 1994.
The increase is due to large increases at four of the Partnership's properties
and small increases and decrease at a large number of the Partnership's
remaining properties.

Results of Operations of Certain Local Partnerships

During the 1995 Fiscal Year, auditors for two Local Partnerships
modified their reports on the 1995 financial statements due to the uncertainty
of each Local Partnership's ability to continue as a going concern. River
Place's debt service is being paid by GRS pursuant to a guarantee which expired
in January 1996. An extension of this guarantee is currently being reviewed by
GRS and management. The mortgagee for Jefferson Place has agreed not to declare
a default and the Local Partnership has made partial payments from cash flow.
Three other Local Partnerships had been unable to make required debt service
payments. San Justo has recently restructured its debt. Stop 22 has had
tentative discussions with its lender addressing delinquent payments. Another
Local Partnership, Jefferson Limited Partnership, had current liabilities which
exceeded current assets at December 31, 1995 and 1994.

Puerto Rico Historic Zone Limited Dividend Partnership

During March 1995, Puerto Rico Historic Zone Limited Dividend
Partnership ("San Justo") restructured its mortgage obligation which is
retroactively effective as of January 1, 1993. The restructure provided for
among other things; the writedown of the January 1, 1993 loan balance by
$12,902, monthly payments of $19,286 representing interest only as well as
monthly deposits of $1,390 with the mortgagee to a Replacement Reserve escrow
account. San Justo's liability under the mortgage note is limited to the
underlying value of the real estate, plus other amounts deposited with the
lender.

The Partnership's investment in San Justo is approximately $1,406,000
at March 31, 1996. The minority interest balance was $0 at December 31,1996 and
1995. The net loss after minority interest for San Justo amounted to
approximately $254,000, $150,000 and $334,000 for the years ended March 31,
1996, 1995 and 1994, respectively and its assets aggregated approximately
$5,678,000 and $6,618,000 at December 31,1995 and 1994, respectively.

R.P.P. Limited Dividend Housing Association Limited Partnership

During the 1995, 1994 and 1993 Fiscal Years, River Place, a
subsidiary partnership, experienced significant losses from operations.

The River Place's long-term debt consists of borrowings under two
loan agreements with the Michigan State Housing Development Authority (the
"Authority") whereby the Authority issued Limited Obligation Revenue Bonds and
loaned the proceeds to River Place Partnership. The loans are nonrecourse and
are collateralized by mortgages on the properties. GRS has committed to purchase
the loans from the Authority if certain events occur. This commitment is
supported by securities pledged as collateral by GRS and a letter of credit from
Sumitomo Bank. The letter of credit issued by Sumitomo Bank securing the bonds
expired on August 1, 1995 and was extended to August 1, 2000. These same bonds
were remarketed on September 1, 1995 and the next remarketing is scheduled for
September 1, 2000. The terms and condition of an agreement, which include an
agreement by GRS to extend the guarantee, not institute foreclosure proceedings
and the replacement of the of the current general partner by an affiliate of
GRS, are currently being reviewed. There has been no assurance that GRS will
enter into an agreement on any of the foregoing terms. In the event of
foreclosure there would be substantial forgiveness


-14-


of indebtness income since the carrying value of the property is less than the
carrying value of the mortgage and amount due to debt guarantor. In addition
there would be no effect on liquidity since the mortgage is nonrecourse to River
Place.

Unpaid principal and interest during 1995, 1994 and 1993 were paid
by the GRS on behalf of River Place and are included in the Partnership's
Consolidated Balance Sheets under the caption Due to Debt Guarantor. River Place
accrues interest on the amounts paid by GRS at a rate of 15%. The related
interest expense for the 1995 and 1994 fiscal years aggregated $1,860,841 and
$1,537,838, respectively. River Place also did not pay certain fees owed to GRS
totaling $1,740,950 and $1,520,117 at March 31, 1996 and 1995, respectively
which are included in accounts payable.

The Partnership has expressed to GRS its desire to have River
Place's ownership of the property continue and GRS has indicated a willingness
to accommodate the Partnership.

River Place was unable to make certain required debt service
payments during the 1995, 1994 and 1993 Fiscal Years and as a result was
declared in default under its obligation and was required to appoint, MIG
Management Services, Inc. ("MMS"), an agent of GRS as manager of the apartments.
It is anticipated that the subsidiary partnership will be unable to make the
required debt service payments in 1996.

The financial statements of River Place have been prepared assuming
that River Place will continue as a going concern. The River Place's
difficulties in generating sufficient cash flow to sustain operations and repay
indebtedness 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. The Partnership's investment in
this River Place has been written down to zero by prior year losses. The
minority interest balance was $0 at March 31, 1996 and 1995. The net loss after
minority interest for River Place amounted to approximately $5,166,000,
$4,799,000 and $5,826,000 for the years ended March 31, 1996, 1995 and 1994,
respectively, and its assets aggregated approximately $35,882,000 and
$37,697,000 at December 31, 1995 and 1994, respectively.

Jefferson Limited Partnership

At December 31, 1995 and 1994 Jefferson's current liabilities exceed
its current assets by over $201,000 and $171,000, respectively. Although this
condition could raise substantial doubt about the subsidiary partnership's
ability to continue as a going concern, such doubt is alleviated as follows:

1. Under the HUD regulatory agreement Jefferson is precluded from
paying, except from surplus cash, certain related party payables
that are included in current liabilities which at December 31, 1995
and 1994 total $141,381 and $118,057, respectively.

2. In addition to the related party payables mentioned above at
December 31, 1995 and 1994, $53,077 and $43,519, respectively, of
current liabilities are to related parties which do not intend to
pursue payment beyond Jefferson's ability to pay.

Accordingly, management believes that Jefferson has the ability to
continue as a going concern for at least one year from December 31, 1995. The
Partnership's investment in Jefferson was approximately $1,073,000 and
$1,219,000 at March 31, 1996 and 1995, respectively. The minority interest
balance was $0 at March 31, 1996 and 1995. The net loss after minority interest
for Jefferson amounted to approximately $146,000, $141,000 and $150,000 for the
years ended March 31, 1996, 1995, and 1994, respectively, and its assets
aggregated approximately $2,842,000 and $2,958,000 at December 31, 1995 and
1994, respectively.

-15-


Jefferson Place L.P.

Jefferson Place, L.P., (Jefferson Place") has consistently been
unable to generate sufficient cash flow from operations to pay the interest
obligation on its mortgage note payable and has a working capital deficiency and
a net capital deficiency at March 31, 1996. Jefferson Place has, however,
generated cash flows sufficient to cover the cost of operations before payment
of interest on the mortgage note payable. The mortgagee has agreed not to
declare a default under the terms of the mortgage note payable through December
2002. These items raise substantial doubt about the Jefferson Place's ability to
continue as a going concern. The Partnership's investment in Jefferson Place has
been written down to zero by prior year losses. The minority interest balance
was $0 at March 31, 1996 and 1995. The net loss after minority interest for
Jefferson Place amounted to approximately $1,069,000, $1,016,000 and $1,154,000
for the years ended March 31, 1996, 1995 and 1994, respectively, and its assets
aggregated approximately $10,748,000 and $11,303,000 at December 31, 1995 and
1994, respectively.

The terms of the mortgage note payable provide that the difference
between the stated interest rate and the actual interest paid per month is
accrued and added to the principal balance of the note, which requires no
amortization until maturity on October 1, 2021.

Stop 22 Limited Partnership

As of December 31, 1995 Stop 22 Limited Partnership ("Stop 22") had
nine months interest in arrears, totaling $540,000. This constitutes an event
under which the lender may declare the mortgage obligation in default. The
lender and Stop 22 have conducted negotiations to modify the terms and to bring
the mortgage obligation current. The modifications require the approval of the
Special Limited Partner. Failure to successfully conclude such negotiations may
result in the lender declaring the mortgage obligations in default and executing
the lien on the property. This event raises serious questions as to the ability
of Stop 22 to continue as a going concern. The Financial Statements of Stop 22
do not include any adjustments that might result from the outcome of this
uncertainty.

The terms and conditions of the financial agreements tentatively
agreed to between Stop 22 and the lender are summarized as follows:

(a) Interest Rate - The stated of the mortgage obligation would be
reduced from 10% to 9% thereby reducing the corresponding payment rate from 8%
to 7% and the monthly payment form $60,000 to $46,666.

(b) A portion of the cash held in escrow totalling approximately
$360,000 would be used to partially pay debt arrearage (totalling $540,000 as of
the date hereof) with the balance of approximately $180,000 to be paid from the
subsidiary partnership's funds and other funds made available to the subsidiary
partnership by the Guarantors as an Operating Deficit Loan, as such term is
defined in the partnership agreement.

(c) A regulatory agreement will be executed under which the lender
will receive additional rights to overview and monitor the subsidiary
partnership's financial operations.

(d) All other terms and conditions of the subsidiary partnership's
documents as such term is defined in the partnership agreement shall remain in
force and effect.

As of December 31, 1995, such modification had not been approved by
the lender or the partners.

The Partnership's investment in Stop 22 was approximately $673,000
at March 31, 1996. The minority interest balance was $0 at March 31, 1996 and
1995. The net loss after minority interest for this subsidiary partnership
amounted to approximately $424,000, $446,000 and $522,000 for the years ended
March 31, 1996, 1995 and 1994, respectively, and its assets aggregated
approximately $10,979,000 and $11,016,000 at December 31, 1995 and 1994.

-16-


Other Subsidiary Partnerships

Four of the subsidiary partnerships are leasing the land on which the
Projects are located for terms ranging from 28 to 99 years. At December 31,
1995, the subsidiary partnerships were committed to minimum annual rentals on
the noncancelable leases aggregating $155,130 for each of the next five years,
and $4,803,814 in total, thereafter.

Other

The Partnership's investment in the Local Partnerships is subject to
the risks incident to management and ownership of improved real estate. The
Partnership's investments also could be adversely affected by poor economic
conditions, which, 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 Partnerships.

There also are substantial risks associated with the operation of
Apartment Complexes receiving government assistance. These risks stem from
governmental regulations concerning tenant eligibility, which may make it more
difficult to rent apartments in the 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 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. Inflation also affects the Local
Partnerships adversely by increasing operating costs as, for example, for such
items as fuel, utilities and labor. However, continued inflation should allow
for appreciated values of the Local Partnerships' Apartment Complexes over a
period of time as rental revenues and replacement costs continue to increase.


Item 8. Financial Statements and Supplementary Data.




Sequential
Page
----------

(a)1. Financial Statements

Independent Auditors' Report 18

Consolidated Balance Sheets at March 31, 1996 and 1995 182

Consolidated Statements of Operations for the years ended March
31, 1996, 1995 and 1994 183

Consolidated Statements of Changes in Partners' Capital for the years
ended March 31, 1996, 1995 and 1994 184

Consolidated Statements of Cash Flows for the years ended March
31, 1996, 1995 and 1994 185

Notes to Consolidated Financial Statements 187



[Letterhead of Trien, Rosenberg, Felix,
Rosenberg, Barr & Weinberg, LLP]


INDEPENDENT AUDITORS' REPORT


To the Partners of
Liberty Tax Credit Plus III L.P. and Subsidiaries
(A Delaware Limited Partnership)


We have audited the consolidated balance sheets of Liberty Tax Credit
Plus III L.P. and Subsidiaries (a Delaware Limited Partnership) (the
"Partnership") as of March 31, 1996 and 1995, and the related consolidated
statements of operations, changes in partners' capital, and cash flows for the
years ended March 31, 1996, 1995 and 1994 (the 1995, 1994 and 1993 Fiscal Years,
respectively). These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of 61 (Fiscal 1995 and 1994), and 59 (Fiscal 1993) subsidiary
partnerships whose losses aggregated $14,773,600, $14,070,341 and $14,540,587 of
the Partnership's net loss for the 1995, 1994 and 1993 Fiscal Years,
respectively, and whose assets constituted 96% of the Partnership's assets at
March 31, 1996 and 1995, presented in the accompanying consolidated financial
statements. The financial statements of these 61 (Fiscal 1995 and 1994) and 59
(Fiscal 1993) 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 referred to above, the consolidated financial statements referred to in
the first paragraph present fairly, in all material respects, the financial
position of Liberty Tax Credit Plus III L.P. and Subsidiaries at March 31, 1996
and 1995 and the results of their operations and cash flows for the years ended
March 31, 1996, 1995 and 1994, in conformity with generally accepted accounting
principles.




[Second Sheet of Trien, Rosenberg, Felix,
Rosenberg, Barr & Weinberg, LLP]


As discussed in Note 10(a), the consolidated financial statements
include the financial statements of three subsidiary partnerships with
significant contingencies and uncertainties. The financial statements of
these subsidiary partnerships were prepared assuming that each will continue
as a going concern. These subsidiary partnerships have been unable to generate
sufficient cash flow to pay their mortgage obligations. The three subsidiary
partnerships' net losses after minority interests aggregated approximately
$6,659,000 (Fiscal 1995), $6,261,000 (Fiscal 1994) and $7,502,000 (Fiscal 1993)
and their assets aggregated approximately $57,609,000 and $60,017,000 at March
31, 1996 and 1995, respectively. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.


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

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

New York, New York
June 24, 1996







[GROSSMAN, TUCHMAN & SHAH, LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
C.V. Bronx Associates, L.P.
New York, New York

We have audited the accompanying balance sheets of C.V. Bronx Associates, L.P.
(a Delaware limited partnership) as of December 31, 1995 and 1994, and the
related statements of income (loss), changes in partners' capital (deficit), and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 C.V. Bronx Associates, L.P. 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.

Respectfully submitted,

/s/ GROSSMAN, TUCHMAN & SHAH, LLP

New York, N.Y.
January 31, 1996



[GROSSMAN, TUCHMAN & SHAH LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
C.V. Bronx Associates, L.P.
New York, New York

We have audited the accompanying balance sheets of C.V. Bronx Associates, L.P.
(a Delaware limited partnership) as of December 31, 1994 and 1993, and the
related statements of income (loss), changes in partners' capital (deficit), and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 C.V. Bronx Associates, L.P. 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.

Respectfully submitted,

/s/ GROSSMAN, TUCHMAN & SHAH

New York, N.Y.
January 27, 1995



[THEO CARSON & ASSOCIATES LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Michigan Rural Housing Limited Partnership

I have audited the accompanying balance sheets of Michigan Rural Housing Limited
Partnership (a Michigan partnership) as of December 31, 1995 and 1994, and the
related statements of operations, changes in partners' capital, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.

I have conducted the audits 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 the audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Michigan Rural Housing 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.

/s/ THEO C. CARSON & ASSOCIATES
Theo C. Carson & Associates

February 12, 1996



[THEO CARSON & ASSOCIATES LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Michigan Rural Housing Limited Partnership

I have audited the accompanying balance sheets of Michigan Rural Housing Limited
Partnership (a Michigan partnership) as of December 31, 1994 and 1993, and the
related statements of operations, changes in partners' capital, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.

I have conducted the audits 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 the audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Michigan Rural Housing 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.

/s/ THEO C. CARSON & ASSOCIATES
Theo C. Carson & Associates

January 31, 1995



[COLE, EVANS & PETERSON LETTERHEAD]
January 29, 1996

INDEPENDENT AUDITORS' REPORT

To the Partners
Jefferson Limited Partnership
Shreveport, Louisiana

We have audited the accompanying balance sheets of Jefferson Limited
Partnership at December 31, 1995 and December 31, 1994, and the related
statements of income, partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to in the first paragraph
above present fairly, in all material respects, the financial position of
Jefferson Limited Partnership at December 31, 1995 and December 31, 1994, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ Cole, Evans & Peterson
Cole, Evans & Peterson



[COLE, EVANS & PETERSON LETTERHEAD]
February 1, 1995
INDEPENDENT AUDITORS' REPORT

To the Partners
Jefferson Limited Partnership
Shreveport, Louisiana

We have audited the accompanying balance sheets of Jefferson Limited
Partnership at December 31, 1994 and December 31, 1993, and the related
statements of income, partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to in the first paragraph
above present fairly, in all material respects, the financial position of
Jefferson Limited Partnership at December 31, 1994 and December 31, 1993, and
the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ COLE, EVANS & PETERSON
Cole, Evans & Peterson



[PAUL DAMIANO LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Inter-Tribal Indian Village Housing Development Associates, L.P.
(A Limited Partnership)
Providence, RI

We have audited the accompanying balance sheet of Project No. HIPO10 of
Inter-Tribal Indian Village Housing Development Associates, L.P. (a limited
partnership) as of December 31, 1995, and the related statements of loss and
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
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 No. HIPO10 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 information included in
the report shown on pages 13-17 are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project No. HIPO10. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.



In accordance with Government Auditing Standards, we have also issued a report
dated January 17, 1996 on our consideration of Inter-Tribal Indian Village
Housing Development Associates, L.P.'s internal control structure and a report
dated January 17, 1996 on its compliance with specific requirements applicable
to RIHMFC programs.

/s/ PAUL DAMIANO

January 17, 1996



[PAUL DAMIANO LETTERHEAD]

To the Partners
Inter-Tribal Indian Village Housing Development Associates, L.P.
(A Limited Partnership)
Providence, RI

We have audited the accompanying balance sheet of Project No. HIPO10 of
Inter-Tribal Indian Village Housing Development Associates, L.P. (a limited
partnership) as of December 31, 1994, and the related statements of loss and
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 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, No. HIPO10 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 information included in
the report shown on pages 13-17 are presented for the purposes of additional
analysis and is not a required part of the basic financial statements of
Project No. HIPO10. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

/s/ PAUL DAMIANO, CPA, P.C.

February 2, 1995



[PAUL DAMIANO LETTERHEAD]

To the Partners
Inter-Tribal Indian Village Housing Development Associates, L.P.
(A Limited Partnership)
Providence, RI

We have audited the accompanying balance sheet of Project No. HIPO10 of
Inter-Tribal Indian Village Housing Development Associates, L.P. (a limited
partnership) as of December 31, 1993, and the related statements of loss and
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 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 No. HIPO10 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.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report shown on pages 12-16 are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of
Project No. HIPO10. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.

/s/ PAUL DAMIANO CPA P.C.

January 24, 1994



[J.H. WILLIAMS & CO., LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
RBM Associates (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of RBM Associates (a Limited
Partnership) 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 general
partners and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, 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 RBM Associates (a Limited
Partnership) at December 31, 1995 and 1994, and the results of its operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ J.H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 10, 1996



[J.H. WILLIAMS & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
RBM Associates (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of RBM Associates (a Limited
Partnership) as of December 31, 1994 and 1993 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 general
partners and contracted management agent. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, 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 RBM Associates (a Limited
Partnership) at December 31, 1994 and 1993, and the results of it's operations,
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/ J.H. WILLIAMS & CO.

Kingston, Pennsylvania
February 12, 1995



[McKONLY & ASBURY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

The Partners of
Glenbrook Associates Farmers Home Administration
Lancaster, Pennsylvania Allentown, Pennsylvania

We have audited the accompanying balance sheets of Glenbrook Associates (a
limited partnership) as of December 31, 1995 and 1994, and the related
statements of income, partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Glenbrook Associates at
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 January 22, 1996 on our consideration of Glenbrook Associates'
internal control structure and a report dated January 22, 1996 on its compliance
with laws and regulations.



Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on pages 16
through 23 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.

/s/ McKONLY & ASBURY

Harrisburg, Pennsylvania
January 22, 1996



[McKONLY & ASBURY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

The Partners of
Glenbrook Associates Farmers Home Administration
Lancaster, Pennsylvania Allentown, Pennsylvania

We have audited the accompanying balance sheets of Glenbrook Associates (a
limited partnership) as of December 31, 1994 and 1993, and the related
statements of income, partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Glenbrook Associates at
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 basic
financial statements taken as a whole. The supplementary information on pages 14
through 21 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ McKONLY & ASBURY

Harrisburg, Pennsylvania
January 12, 1995



[M.L. BERGER & COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Affordable Flatbush Associates
(A New York Limited Partnership)

We have audited the accompanying balance sheet of Affordable Flatbush Associates
(A New York Limited Partnership) as of December 31, 1995, and the related
statements of operations, changes in 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.

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 Affordable Flatbush Associates
(A New York Limited Partnership) as of December 31, 1995, and the results of its
operations, changes in partners' capital and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

/s/ M.L. BERGER & COMPANY

New York, New York
February 15, 1996



[M.L. BERGER & COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Affordable Flatbush Associates
(A New York Limited Partnership)

We have audited the accompanying balance sheet of Affordable Flatbush Associates
(A New York Limited Partnership) as of December 31, 1994, and the related
statements of operations, changes in 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.

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 Affordable Flatbush Associates
(A New York Limited Partnership) as of December 31, 1994, and the results of its
operations, changes in partners' capital and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

/s/ M.L. BERGER & COMPANY

New York, New York
February 15, 1995



[RUBIN & KATZ LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Affordable Flatbush Associates
(A New York Limited Partnership)

We have audited the accompanying balance sheet of Affordable Flatbush Associates
(A New York Limited Partnership) as of December 31, 1993, and the related
statements of operations, changes in 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.

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 Affordable Flatbush Associates
(A Newark Limited Partnership) as of December 31, 1993, and the results of its
operations, changes in partners' capital and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

/s/ RUBIN & KATZ

New York, New York
February 15, 1994



[WESSEL & COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

January 26, 1996

To the Partners of
Barclay Village II, Ltd.

We have audited the accompanying balance sheet of Barclay Village II, Ltd.
(a limited partnership) PHFA No. R-0039-8F as of December 31, 1995, and the
related statements of operations, partners' capital, 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 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 Barclay Village II, Ltd.,
PHFA No. R-0039-8F, as of December 31, 1995, and the results of its operations,
changes in partners' capital, and cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Pennsylvania
Housing Finance Agency regulations, we have also issued a report dated January
26, 1996, on our consideration of Barclay Village II, Ltd.'s internal control
structure, and a report dated January 26, 1996, on its compliance with
Pennsylvania Housing Finance Agency regulations and laws.

As described in Note 7 to the financial statements, the Partnership's
beginning partners' capital has been restated to reflect a prior period
adjustment to properly reflect partner distributions.

/s/ WESSEL & COMPANY
Wessel & Company
Certified Public Accountants

Johnstown, Pennsylvania



[ZUBAIR S. MANSORI LETTERHEAD]

February 27, 1995

To the Partners
Barclay Village II, Ltd. (a Limited Partnership)
Mechanicsburg, Pennsylvania

Gentlemen:

We have audited the accompanying balance sheet of Barclay Village II, Ltd. (a
Limited Partnership) as of December 31, 1994 and 1993, and the related
statements of income, and cash flows and analysis of net worth for the year then
ended. These financial statements are the responsibility of the Project's
/Lender'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 Barclay Village II, Ltd. as of
December 31, 1994 and 1993, and the results of its operations and its cash flows
and its analysis of net worth 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 information included in
the report (shown on pages 14 through 25 are presented for the purposes of
additional analysis and are



To the Partners
Barclay Village II, Ltd.
Page 2

not required part of the basic financial statements of Barclay Village II, 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.

Respectfully submitted,

/s/ ZUBAIR S. MANSORI
Zubair S. Mansori

Johnstown, Pennsylvania
February 27, 1995



[GROSSMAN, TUCHMAN & SHAH LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
1850 Second Avenue
Associates, L.P.
New York, New York

We have audited the accompanying balance sheets of 1850 Second Avenue
Associates, L.P. (a Delaware limited partnership) as of December 31, 1995 and
1994, and the related statements of income (loss), changes in partners' capital
(deficit), and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 1850 Second Avenue Associates,
L.P. 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.

Respectfully submitted,

/s/ GROSSMAN, TUCHMAN & SHAH, LLP

New York, N.Y.
February 2, 1996



[GROSSMAN, TUCHMAN & SHAH LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
1850 Second Avenue
Associates, L.P.
New York, New York

We have audited the accompanying balance sheets of 1850 Second Avenue
Associates, L.P. (a Delaware limited partnership) as of December 31, 1994 and
1993, and the related statements of income (loss), changes in partners' capital
(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 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 1850 Second Avenue Associates,
L.P. 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.

Respectfully submitted,

/s/ GROSSMAN, TUCHMAN & SHAH

New York, N.Y.
January 30, 1995



[DELOITTE & TOUCHE LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
R.P.P. Limited Dividend Housing
Association Limited Partnership
Detroit, Michigan

We have audited the accompanying balance sheets of R.P.P. Limited Dividend
Housing Association Limited Partnership (the "Partnership") as of December 31,
1995 and 1994, and the related statements of net loss, partners' deficit and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 the 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 accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 7 to the
financial statements, the Partnership's difficulties in generating sufficient
cash flow to repay debt and interest raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ DELOITTE & TOUCHE LLP

April 25, 1996




[DELOITTE & TOUCHE LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
R.P.P. Limited Dividend Housing
Association Limited Partnership
Detroit, Michigan

We have audited the accompanying balance sheets of R.P.P. Limited Dividend
Housing Association Limited Partnership (the "Partnership") as of December 31,
1994 and 1993, and the related statements of net loss, partners' deficit and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 the 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 accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 7 to the
financial statements, the Partnership's difficulties in generating sufficient
cash flow to repay debt and interest raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

February 13, 1995
(April 5, 1995 as to Note 7)


[CHESSER & COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

Partners
Williamsburg Residential II, L.P.
Wichita, Kansas

We have audited the accompanying balance sheet of Williamsburg Residential II,
L.P. as of December 31, 1995 and 1994, and the related statements of operations,
changes in partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Williamsburg Residential II,
L.P. 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.

/s/ Chesser & Company

Wichita, Kansas

February 14, 1996



[CHESSER & COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

Partners
Williamsburg Residential II, L.P.
Wichita, Kansas

We have audited the accompanying balance sheet of Williamsburg Residential II,
L.P. as of December 31, 1994 and 1993, and the related statements of income,
changes in 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.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Williamsburg Residential II,
L.P. 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.

/s/ Chesser & Company

February 14, 1995



[M.L. BERGER & COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
West 104th Street Associates, L.P.
(a Delaware Limited Partnership)

We have audited the accompanying balance sheet of West 104th Street Associates,
L.P. (a Delaware Limited Partnership) as of December 31, 1995, and the related
statements of operations, changes in 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.

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 West 104th Street Associates,
L.P. as of December 31, 1995, and the results of its operations, changes in
partners' capital and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

/s/ M.L. Berger & Company

New York, New York
February 16, 1996



[M.L. BERGER & COMPANY LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
West 104th Street Associates, L.P.
(a Delaware Limited Partnership)

We have audited the accompanying balance sheet of West 104th Street Associates,
L.P. (a Delaware Limited Partnership) as of December 31, 1994, and the related
statements of operations, changes in 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.

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 West 104th Street Associates,
L.P. (a Delaware Limited Partnership) as of December 31, 1994, and the results
of its operations, changes in partners' capital and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

/s/ M.L. Berger & Company

New York, New York
February 15, 1995



[RUBIN & KATZ LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
West 104th Street Associates, L.P.
(A Delaware Limited Partnership)

We have audited the accompanying balance sheet of West 104th Street Associates,
L.P. (a Delaware Limited Partnership) as of December 31, 1993, and the related
statements of operations, changes in 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.

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 West 104th Street Associates,
L.P. (A Delaware Limited Partnership) as of December 31, 1993, and the results
of its operations, changes in partners' capital and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

/s/ Rubin & Katz

New York New York
February 15, 1994



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Meredith Apartments, Ltd.

We have audited the accompanying balance sheet of Meredith Apartments, Ltd. (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of operations, changes in partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 also includes 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 Meredith Apartments, Ltd. at
December 31, 1995 and 1994, and the results of its operations and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

/s/ Lake, Hill & Company
Lake, Hill & Company

Salt Lake City, Utah
January 11, 1996



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Meredith Apartments, Ltd.

We have audited the accompanying balance sheet of Meredith Apartments, Ltd. (a
Limited Partnership) as of December 31, 1994 and 1993 and the related statements
of operations, changes in partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 also includes 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 Meredith Apartments, Ltd. at
December 31, 1994 and 1993, and the results of its operations and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

/s/ Lake, Hill & Company
Lake, Hill & Company

Salt Lake City, Utah
January 16, 1995



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Ritz Apartments, Ltd.

We have audited the accompanying balance sheet of Ritz Apartments, Ltd. (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of operations, changes in partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 also includes 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 Ritz Apartments, Ltd. at
December 31, 1995 and 1994, and the results of its operations and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

/s/ Lake, Hill & Company
Lake, Hill & Company

Salt Lake City, Utah
January 11, 1996



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Ritz Apartments, Ltd.

We have audited the accompanying balance sheet of Ritz Apartments, Ltd. (a
Limited Partnership) as of December 31, 1994 and 1993 and the related statements
of operations, changes in partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 also includes 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 Ritz Apartments, Ltd. at
December 31, 1994 and 1993, and the results of its operations and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

/s/ Lake, Hill & Company
Lake, Hill & Company

Salt Lake City, Utah
January 13, 1995



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Ashby Apartments, Ltd.

We have audited the accompanying balance sheet of Ashby Apartments, Ltd. (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of operations, changes in partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 also includes 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 Ashby Apartments, Ltd. at
December 31, 1995 and 1994, and the results of its operations and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

/s/ Lake, Hill & Company
Lake, Hill & Company

Salt Lake City, Utah
January 15,1996



INDEPENDENT ACCOUNTANTS' REPORT

To the Partners of
Ashby Apartments, Ltd.

We have audited the accompanying balance sheet of Ashby Apartments, Ltd. (a
Limited Partnership) as of December 31, 1994 and 1993 and the related statements
of operations, changes in partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 also includes 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 Ashby Apartments, Ltd. at
December 31, 1994 and 1993, and the results of its operations and cash flows for
the years then ended, in conformity with generally accepted accounting
principles.

/s/ Lake, Hill & Company
Lake, Hill & Company

Salt Lake City, Utah
January 13, 1995



[ZINNER & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
South Toledo Associates, Ltd.
Toledo, Ohio

We have audited the accompanying balance sheet of South Toledo Associates, Ltd.
(a limited partnership) as of December 31, 1995, and the related statements of
operations, partners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of South Toledo Associates, Ltd.,
at 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.

/s/ Zinner & Co.

January 16, 1996



[ZINNER & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
South Toledo Associates, Ltt.
Toledo, Ohio

We have audited the accompanying balance sheet of South Toledo Associates, Ltd.
(a limited partnership) as of December 31, 1994, and the related statements of
operations, partners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of South Toledo Associates, Ltd.,
at 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.

/s/ Zinner & Co.

January 12, 1995



[ZINNER & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
South Toledo Associates, Ltd.
Toledo, Ohio

We have audited the accompanying balance sheet of South Toledo Associates, Ltd.
(a limited partnership) as of December 31, 1993, and the related statements of
operations, partners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of South Toledo Associates, Ltd.,
at 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.

/s/ Zinner & Co.

January 9, 1994



[J. H. WILLIAMS & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Dunlap School Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Dunlap School Venture (a
Limited Partnership) 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 general
partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Dunlap School Venture (a
Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J.H. Williams & Co., LLP

Kingston, Pennsylvania
February 8, 1996



[J. H. WILLIAMS & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Dunlap School Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Dunlap School Venture (a
Limited Partnership) as of December 31, 1994 and 1993 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 general
partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Dunlap School Venture (a
Limited Partnership) at December 31, 1994 and 1993, and the results of it's
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J.H. Williams & Co.

Kingston, Pennsylvania
February 4, 1995



[KOSTIN, RUFFKESS & COMPANY LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To The Partners
Philipsburg Elderly Housing Associates
PHFA Project #R-0210-8E


We have audited the accompanying balance sheet of Philipsburg Elderly Housing
Associates as of December 31, 1995, and the related statements of income and
expense, changes in 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 Philipsburg Elderly
Housing Associates as of December 31, 1994 were audited by other auditors whose
report dated January 25, 1995, expressed an unqualified opinion on those
statements.

We conducted our audit 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 the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Philipsburg Elderly Housing
Associates at December 31, 1995, and the results of its operations and cash
flows for the year then ended, in conformity with generally accepted accounting
principles.

In accordance with Government Auditinq Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 16, 1996 on our
consideration of Philipsburg Elderly Housing Associates' internal control
structure and a report dated January 16, 1996 on its compliance with laws and
regulations.



Philipsburg Elderly Housing Associates
Page Two

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information contained in
Schedules 1 through 16 is presented for the purpose of additional analysis and
is not a required part of the financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statements and, in our opinion, the supplementary information is fairly
presented in all material respects in relation to the basic financial statements
taken as a whole.

/s/ Kostin, Ruffkess & Company, LLC

West Hartford , Connecticut
January 16, 1996



[BAKER NEWMAN & NOYES LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of Philipsburg Elderly Housing Associates
(A Maine Limited Partnership):

We have audited the accompanying balance sheet of Philipsburg Elderly Housing
Associates (A Maine Limited Partnership) as of December 31, 1994, and the
related statements of operations, partners' capital (deficit) and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's general partners. 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.

As described in note 7, there were significant related party transactions
between the Partnership and its partners.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Philipsburg Elderly Housing
Associates (A Maine 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.

Our audit was made for the purpose of forming an opinion on the basic financial
statements of Philipsburg Elderly Housing Associates (A Maine Limited
Partnership) for the year ended December 31, 1994 taken as a whole. The
supplementary information included in Exhibit A is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the Partnership, but is supplementary information requested by a limited
partner. The supplementary information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements for the year ended December 31, 1994 taken as a whole.

/s/ Baker Newman & Noyes

January 27, 1995 Limited Liability Company




[KPMG PEAT MARWICK LETTERHEAD]


To the Partners of Philipsburg Elderly Housing
(A Maine Limited Partnership):

We have audited the accompanying balance sheet of Philipsburg Elderly Housing
Associates (A Maine Limited Partnership) as of December 31, 1993, and the
related statements of operations, partners' capital (deficit) and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's general partners. 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.

As described in note 7, there were significant related party transactions
between the Partnership and its partners.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Philipsburg Elderly Housing
Associates (A Maine 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.

Our audit was made for the purpose of forming an opinion on the basic financial
statements of Philipsburg Elderly Housing Associates (A Maine Limited
Partnership) for the year ended December 31, 1993 taken as a whole. The
supplementary information included in Exhibit A is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the Partnership, but is supplementary information requested by a limited
partner. The supplementary information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements for the year ended December 31, 1993 taken as a whole.


/s/ KPMG PEAT MARWICK

January 29, 1994



[KOSTIN, RUFFKESS & COMPANY, LLC LETTERHEAD]

To The Partners
Franklin Elderly Housing Associates
(A Limited Partnership)
PHFA #R-0383-8E

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Franklin Elderly Housing
Associates as of December 31, 1995, and the related statements of income and
expense, changes in 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 Franklin Elderly
Housing Associates as of December 31, 1994 were audited by other auditors whose
report dated January 24, 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 misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 1995 financial statements referred to above present fairly,
in all material respects, the financial position of Franklin Elderly Housing
Associates at December 31, 1995, and the results of its operations and cash
flows for the year then ended, in conformity with generally accepted accounting
principles.



Franklin Elderly Housing Associates
(A Limited Partnership)
Page Two

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 26, 1996 on our
consideration of Franklin Elderly Housing Associates' internal control structure
and a report dated January 26, 1996 on its compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information contained in
Schedules 1 through 16 is presented for the purpose of additional analysis and
is not a required part of the financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statements and, in our opinion, the supplementary information is fairly
presented in all material respects in relation to the basic financial statements
taken as a whole.


/s/ KOSTIN, RUFFKESS & COMPANY

West Hartford, Connecticut
January 26, 1996



[BAKER NEWMAN & NOYES LETTERHEAD]

Independent Auditors' Report

To the Partners of Franklin Elderly Housing Associates
(A Maine Limited Partnership):

We have audited the accompanying balance sheet of Franklin Elderly Housing
Associates (A Maine Limited Partnership) as of December 31, 1994, and the
related statements of operations, partners' capital (deficit) and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's general partners. 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.

As described in note 7, there were significant related party transactions
between the Partnership and its partners.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Franklin Elderly Housing
Associates (A Maine 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.

Our audit was made for the purpose of forming an opinion on the basic financial
statements of Franklin Elderly Housing Associates (A Maine Limited Partnership)
for the year ended December 31, 1994 taken as a whole. The supplementary
information included in Exhibit A is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership, but is supplementary information requested by a limited partner.
The supplementary information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements for the year ended December 31, 1994 taken as a whole.

/s/ BAKER NEWMAN & NOYES

January 24, 1995 Limited Liability Company



[KPMG PEAT MARWICK LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of Franklin Elderly Housing Associates
(A Maine Limited Partnership):

We have audited the accompanying balance sheet of Franklin Elderly Housing
Associates (A Maine Limited Partnership) as of December 31, 1993, and the
related statements of operations, partners' capital (deficit) and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's general partners. 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.

As described in note 7, there were significant related party transactions
between the Partnership and its partners.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Franklin Elderly Housing
Associates (A Maine 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.

Our audit was made for the purpose of forming an opinion on the basic financial
statements of Franklin Elderly Housing Associates (A Maine Limited Partnership)
for the year ended December 31, 1993 taken as a whole. The supplementary
information included in Exhibit A is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership, but is supplementary information requested by a limited partner.
The supplementary information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements for the year ended December 31, 1993 taken as a whole.

/s/ KPMG PEAT MARWICK

January 21, 1994



[KOSTIN, RUFFKESS & COMPANY, LLC LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To The Partners
Wade D. Mertz Elderly Housing Associates
PHFA #R-0488-8E


We have audited the accompanying balance sheet of Wade D. Mertz Elderly Housing
Associates, as of December 31, 1995, and the related statements of income and
expense, changes in 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 Wade D. Mertz Elderly
Housing Associates, as of December 31, 1994, were audited by other auditors
whose report dated January 25, 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 misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Wade D. Mertz Elderly Housing
Associates at December 31, 1995, and the results of its operations and cash
flows for the year then ended, in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 16, 1996 on our
consideration of Wade D. Mertz Elderly Housing Associates' internal control
structure and a report dated January 16, 1996 on its compliance with laws and
regulations.



Wade D. Mertz Elderly Housing Associates
Page Two

our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information contained in
Schedules 1 through 16 is presented for the purpose of additional analysis and
is not a required part of the financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the financial
statements and, in our opinion, the supplementary information is fairly
presented in all material respects in relation to the basic financial statements
taken as a whole.

/s/ KOSTIN, RUFFKESS & COMPANY, LLC

West Hartford, Connecticut
January 16, 1996



[BAKER NEWMAN & NOYES LETTERHEAD]

Independent Auditors' Report

To the Partners of Wade D. Mertz Elderly Housing Associates
(A Maine Limited Partnership):

We have audited the accompanying balance sheet of Wade D. Mertz Elderly Housing
Associates (A Maine Limited Partnership) as of December 31, 1994, and the
related statements of operations, partners' capital (deficit) and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's general partners. 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.

As described in note 7, there were significant related party transactions
between the Partnership and its partners or their affiliates.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wade D. Mertz Elderly Housing
Associates (A Maine 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.

Our audit was made for the purpose of forming an opinion on the basic financial
statements of Wade D. Mertz Elderly Housing Associates (A Maine Limited
Partnership) for the year ended December 31, 1994 taken as a whole. The
supplementary information included in Exhibit A is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the Partnership, but is supplementary information requested by a limited
partner. The supplementary information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements for the year ended December 31, 1994 taken as a whole.

/s/ BAKER NEWMAN & NOYES

January 24, 1995 Limited Liability Company



[KPMG PEAT MARWICK LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of Wade D. Mertz Elderly Housing Associates
(A Maine Limited Partnership):

We have audited the accompanying balance sheet of Wade D. Mertz Elderly Housing
Associates (A Maine Limited Partnership) as of December 31, 1993, and the
related statements of operations, partners' capital (deficit) and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's general partners. 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.

As described in note 7, there were significant related party transactions
between the Partnership and its partners or their affiliates.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wade D. Mertz Elderly Housing
Associates (A Maine 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.

Our audit was made for the purpose of forming an opinion on the basic financial
statements of Wade D. Mertz Elderly Housing Associates (A Maine Limited
Partnership) for the year ended December 31, 1993 taken as a whole. The
supplementary information included in Exhibit A is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the Partnership, but is supplementary information requested by a limited
partner. The supplementary information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements for the year ended December 31, 1993 taken as a whole.

/s/ KPMG PEAT MARWICK

January 29, 1994



[BICK FEDMAN & CO LETTERHEAD]

Independent Auditor's Report

The General and Limited Partners
Lancashire Towers Associates Limited Partnership
Cleveland, Ohio

We have audited the accompanying balance sheet of Lancashire Towers
Associates Limited Partnership (an Ohio Limited Partnership), as of December 31,
1995, and the related statements of operations, partners' capital 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 Lancashire
Towers Associates Limited Partnership 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 Lancashire Towers Associates
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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 24, 1996 on our consideration of Lancashire Manor
Associates Limited Partnership's internal control structure and a report dated
January 24, 1996 on its compliance with laws and regulations.

/s/ BICK FEDMAN & CO

Cleveland, Ohio
January 24, 1996



[CIUNI & PANICHI LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

General and Limited Partners
Lancashire Towers Associates Limited Partnership
Cleveland, Ohio

We have audited the accompanying balance sheet of Lancashire Towers
Associates Limited Partnership (An Ohio Limited Partnership), as of December 31,
1994, and the related statements of operations, partners' capital 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 Lancashire
Towers Associates Limited Partnership 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 Lancashire Towers Associates
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.

/s/ CIUNI & PANICHI

Cleveland, Ohio
January 20, 1995



[HAUSSER + TAYLOR LETTERHEAD]

General and Limited Partners
Lancashire Towers Associates Limited Partnership
Cleveland, Ohio

Independent Auditors' Report

We have audited the accompanying balance sheet of Lancashire Towers
Associates Limited Partnership (An Ohio 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
Lancashire Towers Associates Limited Partnership 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 Lancashire Towers Associates
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.

/s/ HAUSSER + TAYLOR

Cleveland, Ohio
January 19, 1994



[BICK FREDMAN LETTERHEAD]

Independent Auditor's Report

The General and Limited Partners
Northwood Associates Limited Partnership
Cleveland, Ohio

We have audited the accompanying balance sheet of Northwood Associates
Limited Partnership (an Ohio Limited Partnership), as of December 31, 1995, and
the related statements of operations, partners' capital 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 Northwood
Associates Limited Partnership 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 Northwood Associates 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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 30, 1996 on our consideration of Northwood Associates
Limited Partnership's internal control structure and a report dated January 30,
1996 on its compliance with laws and regulations.

/s/ BICK FREDMAN

Cleveland, Ohio
January 30, 1996



[CIUNI & PANICHI LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

General and Limited Partners
Northwood Associates Limited Partnership
Cleveland, Ohio

We have audited the accompanying balance sheet of Northwood Associates
Limited Partnership (An Ohio Limited partnership) as of December 31, 1994 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 Northwood
Associates Limited Partnership 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. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Northwood Associates 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.

/s/ CIUNI & PANICHI

Cleveland, Ohio
January 20, 1995



[HAUSSER + TAYLOR LETTERHEAD]

General and Limited Partners
Northwood Associates Limited Partnership
Cleveland, Ohio

Independent Auditors' Report

We have audited the accompanying balance sheet of Northwood Associates
Limited Partnership (An Ohio 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
finnncia1 statements based on our audit. The financial statements of Northwood
Associates Limited Partnership 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 Northwood Associates 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.

/s/ HAUSSER + TAYLOR

Cleveland, Ohio
January 19, 1994



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brewery Renaissance Associates, L.P.

We have audited the accompanying balance sheet of Brewery Renaissance
Associates, L.P. as of December 31, 1995, 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.

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 Brewery Renaissance
Associates, L.P. as of December 31, 1995, and the results of its operations, the
changes in partners' capital and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
January 21, 1996



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Brewery Renaissance Associates, L.P.


We have audited the accompanying balance sheet of Brewery Renaissance
Associates, L.P. as of December 31, 1994, 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.

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 principle" 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 Brewery Renaissance
Associates, L.P. as of December 31, 1994, and the results of its operations, the
changes in partners' capital and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
January 23, 1995



[REZNICK FEDDER & SILVERMAN LETTERHEAD]


INDEPENDENT AUDITORS' REPORT

To the Partners
Brewery Renaissance Associates, L.P.

We have audited the accompanying balance sheet of Brewery Renaissance
Associates, L.P. 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.

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 Brewery Renaissance
Associates, L.P. as of December 31, 1993, and the results of its operations, the
changes in partners' capital and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
January 24, 1994



[SHORE, AVRACH & COMPANY, P.C. LETTERHEAD]

Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
Brandywine Court Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheets of Brandywine Court
Associates, L.P. (A Florida Limited Partnership), HUD Project #063-94015, as of
December 31, 1995 and 1994, and the related statements of profit and loss,
partners' (deficit) and cash flows for the year 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 and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion .

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brandywine Court Associates,
L.P. as of December 31, 1995 and 1994, and the results of its operations and its
cash flows for the year ended December 31, 1995, 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 data included in the
report (shown on pages 14 through 19) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly presented in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued the
following reports dated January 15, 1996 concerning Brandywine Court Associates,
L.P. (1) on the internal control structure, (2) on compliance with specific
requirements applicable to major HUD programs, (3) on compliance with specific
requirements applicable to affirmative fair housing, and (4) on compliance with
applicable laws and regulations.


/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

January 15, 1996



[SHORE, AVRACH & COMPANY, P.C. LETTERHEAD]

Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
Brandywine Court Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheets of Brandywine Court
Associates, L.P. (A Florida Limited Partnership), HUD Project #063-94015, as of
December 31, 1994 and 1993, and the related statements of profit and loss,
partners' capital and cash flows 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 audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Brandywine Court
Associates, L.P. as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data included in the
report (shown on pages 14 through 19) are presented for the purposes of
additional analysis and are not a required part of the financial statements of
Brandywine Court Associates, L.P. Such information has been subjected to the
auditing procedures applied in the audits of the financial statements and, in
our opinion, is fairly presented in all material respects in relation to the
financial statements taken as a whole.

/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

January 24, 1995



[J. H. WILLIAMS & CO., LLP LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Art Apartments Associates (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheet of Art Apartments Associates (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of income, changes in partners' equity (deficit) and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's general partner and contracted management agent. 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
Partnership's general partner and contracted management agent, 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 Art Apartments Associates (a
Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
January 25, 1996



[J. H. WILLIAMS & CO., LLP LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Art Apartments Associates (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheet of Art Apartments Associates (a
Limited Partnership) as of December 31, 1994 and the related statements of
income, changes in partners' equity (deficit) and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
general partner and contracted management agent. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statement of Art Apartments Associates (a Limited Partnership) as of
December 31, 1993 were audited by other auditors whose report dated February 2,
1994, expressed an unqualified opinion on these 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 the
Partnership's general partner and contracted management agent, 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 1994 financial statements referred to above present fairly,
in all material respects, the financial position of Art Apartments Associates (a
Limited Partnership) at December 31, 1994, and the results of its operations,
changes in partners' equity and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

We also audited the adjustments described in Note 9 that were applied to restate
the 1993 financial statements. In our opinion, such adjustments are appropriate
and have been properly applied.

/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
January 18, 1995



[ANITA T. CONNER & ASSOCIATES, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Art Apartments Associates
Philadelphia, PA

We have audited the balance sheets of Art Apartments Associates (a Pennsylvania
Limited Partnership) as of December 31, 1993 and 1992 and the related statements
of profit and loss, partner's 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 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 Art Apartments Associates as of
December 31, 1993 and 1992, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

The supplemental data included in this report has been subjected to the same
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is presented fairly in all material respects in relation to the
basic financial statements taken as a whole.

/s/ ANITA T. CONNER & ASSOCIATES, P.C.

Certified Public Accountant
February 2, 1994



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
The Village At Carriage Hills, Ltd.
Clinton, Tennessee

I have audited the accompanying balance sheets of The Village At Carriage Hills,
Ltd., a limited partnership, RECD Project No.: 48-001-630980039 as of December
31, 1995 and 1994, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of The Village At Carriage Hills,
Ltd., RECD Project No.: 48-001-630980039 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards. I have also issued a report
dated February 22, 1996 on my consideration of The Village At Carriage Hills,
Ltd., internal control structure and a report dated February 22, 1996 on its
compliance with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 22, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD

INDEPENDENT AUDITOR'S REPORT

To the Partners
The Village At Carriage Hills, Ltd.
Clinton, Tennessee

I have audited the accompanying balance sheets of the Village At Carriage Hills,
Ltd., a limited partnership, FmHA Project No.: 48-001-630980039 as of December
31, 1994 and 1993, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of The Village At Carriage Hills,
Ltd., FmHA Project No.: 48-001-630980039 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 27, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Mountainview Apartments, Ltd.
Newport, Tennessee

I have audited the accompanying balance sheets of Mountainview Apartments, Ltd.,
a limited partnership, RECD Project No.: 48-015-63097225 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mountainview Apartments, Ltd., RECD
Project No.: 48-015-63097225 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 6, 1996 on my consideration of Mountainview Apartments, Ltd.,
internal control structure and a report dated February 6, 1996 on its compliance
with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 6, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Mountainview Apartments, Ltd.
Newport, Tennessee

I have audited the accompanying balance sheets of Mountainview Apartments, Ltd.,
a limited partnership, FmHA Project No.: 48-015-63097225 as of December 31, 1994
and 1993, and the related statements of operations, partners' deficit and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mountainview Apartments, Ltd., FmHA
Project No.: 48-015-63097225 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 20, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
The Park Village, Ltd.
Jackson, Mississippi

I have audited the accompanying balance sheets of The Park Village, Ltd., a
limited partnership, as of December 31, 1995 and 1994, and the related
statements of operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of The Park Village, 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.

The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page 9 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in my
opinion is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 24, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
The Park Village, Ltd.
Jackson, Mississippi

I have audited the accompanying balance sheets of The Park Village, Ltd., a
limited partnership, as of December 31, 1994 and 1993, and the related
statements of operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of The Park Village, 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.

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

/s/ DONALD W. CAUSEY, CPA, P.C.

February 24, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
River Oaks Apartments, Ltd.
Oneonta, Alabama

I have audited the accompanying balance sheets of River Oaks Apartments, Ltd., a
limited partnership, RECD Project No.: 01-005-630988076 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of River Oaks Apartments, Ltd., RECD
Project No.: 01-005-630988076 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8,) Parts I
through III for the year ended December 31, 1995 and 1994, is presented for
purposes of complying with the requirements of the Rural Economic Community
Development and is also not a required part of the basic financial statements.
Such information has been subjected to the audit procedures applied in the audit
of the basic financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 22, 1996 on my consideration of River Oaks Apartments, Ltd.,
internal control structure and a report dated February 22, 1996 on its
compliance with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 22, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
River Oaks Apartments, Ltd.
Oneonta, Alabama

I have audited the accompanying balance sheets of River Oaks Apartments, Ltd., a
limited partnership, FmHA Project No.: 01-005-630988076 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of River Oaks Apartments, Ltd., FmHA
Project No.: 01-005-630988076 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 25, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Forrest Ridge Apartments, Ltd.
Forrest City, Arkansas

I have audited the accompanying balance sheets of Forrest Ridge Apartments,
Ltd., a limited partnership, RECD Project No.: 03-062-630899211 as of December
31, 1995 and 1994, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Forrest Ridge Apartments, Ltd.,
RECD Project No.: 03-062-630899211 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 18, 1996 on my consideration of Forrest Ridge Apartments, Ltd.,
internal control structure and a report dated February 18, 1996 on its
compliance with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.
February 18, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

To the Partners
Forrest Ridge Apartments, Ltd.
Forrest City, Arkansas

I have audited the accompanying balance sheets of Forrest Ridge Apartments,
Ltd., a limited partnership, FmHA Project No.: 03-062-630899211 as of December
31, 1994 and 1993, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Forrest Ridge Apartments, Ltd.,
FmHA Project No.: 03-062-630899211 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.
February 28, 1995




[SCHOONOVER, BOYER, GETTMAN & ASSOCIATES LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
The Hearthside Limited Dividend
Housing Association Limited Partnership
(a Michigan limited partnership)
Kalamazoo, Michigan

We have audited the accompanying balance sheets of The Hearthside Limited
Dividend Housing Association Limited Partnership, (a Michigan limited
partnership) as of December 31, 1995 and 1994, and the related statements of
income (loss), partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Hearthside Limited Dividend
Housing Association 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.

/s/ SCHOONOVER, BOYER, GETTMAN & ASSOCIATES

January 27, 1996



[SCHOONOVER, BOYER, GETTMAN & ASSOCIATES LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
The Hearthside Limited Dividend
Housing Association Limited Partnership
(a Michigan limited partnership)
Kalamazoo, Michigan

We have audited the accompanying balance sheets of The Hearthside Limited
Dividend Housing Association Limited Partnership, (a Michigan limited
partnership) as of December 31, 1994 and 1993, and the related statements of
income (loss), partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Hearthside Limited Dividend
Housing Association 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.

/s/ SCHOONOVER, BOYER, GETTMAN & ASSOCIATES

January 27, 1995



[PAILET, MEUNIER AND LeBLANC, L.L.P. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
of Redemptorist Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-35271 of
the Redemptorist Limited Partnership, as of December 31, 1995, 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
Partnership's management. Our responsibility is to express an opinion on these
financia1 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 Redemptorist Limited
Partnership, HUD Project No. 064-35271, as of December 31, 1995, and the results
of its operations, changes in partners' equity and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 14, 1996, on our
consideration of 655 North Street Limited Partnership's internal control
structure and a report dated February 14, 1996, on its compliance with specific
requirements applicable to major HUD programs.



Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 19 to 27 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ PAILET, MEUNIER AND LeBLANC, L.L.P.

Metairie, Louisiana
February 14, 1996



[PAILET, MEUNIER AND LeBLANC, L.L.P. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
of Redemptorist Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-35271 of
the Redemptorist Limited Partnership, as of December 31, 1994, and the related
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
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 Redemptorist Limited
Partnership, HUD Project No. 064-35271, 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.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental data is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. The supplemental data has been subjected to the auditing
procedures applied in the



audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ PAILET, MEUNIER AND LeBLANC, L.L.P.

Metairie, Louisiana
January 27, 1995



[PAILET, MEUNIER AND LeBLANC, L.L.P. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
of Redemptorist Limited Partnership
New Orleans, Louisiana:

We have audited the accompanying balance sheet of HUD Project No. 064-35271 of
the Redemptorist Limited Partnership, as of December 31, 1993, and the related
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
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 Redemptorist Limited
Partnership, HUD Project No. 064-35271, 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.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental data is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. The supplemental data has been subjected to the auditing
procedures applied in the



audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.

/s/ PAILET, MEUNIER AND LeBLANC, L.L.P.

Metairie, Louisiana
February 5, 1994



[J. MANNING WINIKUS & CO. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
MANHATTAN A ASSOCIATES
(A LIMITED PARTNERSHIP)
New York, New York 10029

Gentlemen:

We have audited the accompanying balance sheet of MANHATTAN A ASSOCIATES (a
Limited Partnership) as of December 31, 1995 and the related statements of loss,
changes in 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.

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 MANHATTAN A ASSOCIATES (a
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.

/s/ J. MANNING WINIKUS & CO.
New York, New York
February 13, 1996



[J. MANNING WINIKUS & CO. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
MANHATTAN A ASSOCIATES
(A LIMITED PARTNERSHIP)
New York, New York 10029

Gentlemen:

We have audited the accompanying balance sheet of MANHATTAN A ASSOCIATES (a
Limited Partnership) as of December 31, 1994 and the related statements of loss,
changes in 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.

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 MANHATTAN A ASSOCIATES (a
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.

/s/ J. MANNING WINIKUS & CO.

New York, New York
February 7, 1995



[J. MANNING WINIKUS & CO. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
MANHATTAN A ASSOCIATES
(A LIMITED PARTNERSHIP)
New York, New York 10029

We have audited the accompanying balance sheet of MANHATTAN A ASSOCIATES (a
Limited Partnership) as of December 31, 1993 and the related statements of
income, changes in 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.

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 MANHATTAN A ASSOCIATES (a
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.

/s/ J. MANNING WINIKUS & CO.

New York, New York
February 4, 1994



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

INDEPENDENT AUDITORS' REPORT

To the Partners of
Broadhurst Willows, L.P.

We have audited the accompanying balance sheet of Broadhurst Willows, L.P. as of
December 31, 1995, and the related statements of operations, changes in
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.

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 Broadhurst Willows, L.P. 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.

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

February 13, 1996



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

INDEPENDENT AUDITORS' REPORT

To the Partners of
Broadhurst Willows, L.P.

We have audited the accompanying balance sheet of Broadhurst Willows, L.P. as of
December 31, 1994, and the related statements of operations, changes in
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.

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 Broadhurst Willows, L.P. 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.

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

February 9, 1995



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

INDEPENDENT AUDITORS' REPORT

To the Partners of
Broadhurst Willows, L.P.

We have audited the accompanying balance sheet of Broadhurst Willows, L.P. as of
December 31, 1993, and the related statements of operations, changes in
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.

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 Broadhurst Willows, L.P. 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.

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

February 28, 1994



[MERINA McCOY GERRITZ, P.C. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
of Weidler Associates Limited Partnership

We have audited the accompanying balance sheets of the Weidler Associates
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of income, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Weidler 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.

/s/ MERINA McCOY GERRITZ

Merina McCoy Gerritz, CPA's, P.C.
West Linn, Oregon
February 26, 1996



[MERINA McCOY GERRITZ, P.C. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
of Weidler Associates Limited Partnership

We have audited the accompanying balance sheets of the Weidler Associates
Limited Partnership as of December 31, 1994 and 1993, and the related statements
of income, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Weidler 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.

/s/ MERINA McCOY GERRITZ

Merina McCoy Gerritz, CPA's, P.C.
West Linn, Oregon
February 3, 1995



[SHORE, AVRACH & COMPANY, P.C. LETTERHEAD]

Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
Gentle Pines - West Columbia Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheets of Gentle Pines - West
Columbia Associates, L.P. (A South Carolina Limited Partnership), HUD Project
#054-36627, as of December 31, 1995 and 1994, and the related statements of
profit and loss, partners' (deficit) and cash flows for the year 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 and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Gentle Pines - West Columbia
Associates, L.P. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the year ended December 31, 1995, 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 data included in the
report (shown on pages 14 through 20) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly presented in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued the
following reports dated January 20, 1996 concerning Gentle Pines - West Columbia
Associates, L.P. (1) on the internal control structure, (2) on compliance with
specific requirements applicable to major HUD programs, (3) on compliance with
specific requirements applicable to affirmative fair housing, and (4) on
compliance with applicable laws and regulations.

/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

January 20, 1996



[SHORE, AVRACH & COMPANY, P.C. LETTERHEAD]

Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
Gentle Pines - West Columbia
Associates, L.P.
Marlton, New Jersey

We have audited the accompanying balance sheet of Gentle Pines - West
Columbia Associates, L.P. (A South Carolina Limited Partnership), HUD Project
#054-36627, as of December 31, 1994 and 1993, and the related statements of
profit and loss, partners' capital and cash flows 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 audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Gentle Pines - West Columbia
Associates, L.P. as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in the report (shown
on pages 14 through 20) are presented for the purposes of additional analysis
and are not a required part of the financial statements of Gentle Pines - West
Columbia Associates, L.P. Such information has been subjected to the auditing
procedures applied in the audits of the financial statements and, in our
opinion, is fairly presented in all material respects in relation to the
financial statements taken as a whole.

/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants
February 8, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lake Forest Estates II, Ltd.
Livingston, Alabama

I have audited the accompanying balance sheets of Lake Forest Estates II, Ltd.,
a limited partnership, RECD Project No.: 01-060-630996944 as of December 31,
1995 and 1994, and the related statements of operations, partners' capital and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lake Forest Estates II, Ltd., RECD
Project No.: 01-060-630996944 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 7, 1996 on my consideration of Lake Forest Estates II, Ltd.,
internal control structure and a report dated February 7, 1996 on its compliance
with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 7, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Lake Forest Estates II, Ltd.
Livingston, Alabama

I have audited the accompanying balance sheets of Lake Forest Estates II, Ltd.,
a limited partnership, FmHA Project No.: 01-060-630996944 as of December 31,
1994 and 1993, and the related statements of operations, partners' capital and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lake Forest Estates II, Ltd., FmHA
Project No.: 01-060-630996944 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
II for the years ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

January 25, 1995



[AMILCAR TORRES RIVERA LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Las Camelias Limited Partnership

I have audited the accompanying balance sheet of Las Camelias Limited
Partnership as of December 31, 1995, and the related statement of loss, changes
in Partner's 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.

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 Las Camelias Limited
Partnership as of December 31, 1995, and the results of its operations, cash
flows and changes in partner's equity for the year then ended in conformity with
generally accepted accounting principles.

/s/ AMILCAR TORRES RIVERA
AMILCAR TORRES RIVERA, CPA

Stamp #1320017 of the
Puerto Rico Society of
CPA's has been affixed
to the original.

San Juan, Puerto Rico
January 29, 1996



[AMILCAR TORRES RIVERA LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Las Camelias Limited Partnership

I have audited the accompanying balance sheet of Las Camelias Limited
Partnership as of December 31, 1995, and the related statement of loss, changes
in Partner's 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.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Las Camelias Limited
Partnership as of December 31, 1995, and the results of its operations, cash
flows and changes in partner's equity for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated January 29, 1996; on my
consideration of Las Camelias Limited Partnership's internal control structure,
and reports dated January 29, 1996, on its compliance with specific requirements
applicable to major HUD programs, specific requirements applicable to
Affirmative Fair Housing, and specific requirements applicable to compliance
with laws and regulations based on an Audit of Financial Statements.

The supporting data included in the report (shown on pages 13 to 27) is
presented for the purposes of additional analysis and are not a required part of
the basic financial statements of Las Camelias Limited Partnership. 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 basis financial statements taken as a
whole.

/s/ AMILCAR TORRES RIVERA
AMILCAR TORRES RIVERA, CPA

Stamp #1319985 of the
Puerto Rico Society of
CPA's has been affixed
to the original.

San Juan, Puerto Rico
January 29, 1996



[AMILCAR TORRES RIVERA LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT
To the Partners
Las Camelias Limited Partnership
San Juan, Puerto Rico

I have audited the accompanying balance sheets of Las Camelias Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
operations and changes in Partner's equity and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these financial
statements based on my 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 Las Camelias Limited
Partnership, at December 31, 1994 and 1993, and the results of its operations,
cash flows and changes in partner's equity for the year then ended in conformity
with generally accepted accounting principles.

/s/ AMILCAR TORRES RIVERA
AMILCAR TORRES RIVERA, CPA
License No. 1876

Stamp #1261781 was
affixed to the original

San Juan, Puerto Rico
February 3, 1995



[DAVID W. SCOTT, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
WPL Associates XXIII Limited Partnership
522 NW 23rd, Suite 200
Portland, Oregon 97201

I have audited the accompanying balance sheet of WPL Associates XXIII Limited
Partnership, as of December 31, 1995, and the related statements of operations,
changes in partnerships' capital, and cash flows for the year ended December 31,
1995. 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 WPL Associates XXIII Limited
Partnership at December 31, 1995, and the results of its operations and its cash
flows for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.

/s/ DAVID W. SCOTT, CPA, P.C.
David W. Scott, CPA, P.C.

Portland, Oregon
February 14, 1996




[DAVID W. SCOTT, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
WPL Associates XXIII Limited Partnership
522 NW 23rd, Suite 200
Portland, Oregon 97201

I have audited the accompanying balance sheet of WPL Associates XXIII Limited
Partnership, as of December 31, 1994, and the related statements of operations,
changes in partnerships' capital and cash flows for the year ended December 31,
1994. 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 WPL Associates XXIII Limited
Partnership at December 31, 1994, and the results of its operations and its cash
flows for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.

/s/ DAVID W. SCOTT, CPA, P.C.
DAVID W. SCOTT, CPA, P.C.

Portland, Oregon
February 14, 1995



[DAVID W. SCOTT, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of
WPL Associates XXIII Limited Partnership
522 NW 23rd, Suite 200
Portland, Oregon 97201

I have audited the accompanying balance sheet of WPL Associates XXIII Limited
Partnership, as of December 31, 1993, and the related statements of income,
changes in partners' capital, and cash flows for the year ended December 31,
1993. 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 WPL Associates XXIII Limited
Partnership at December 31, 1993, and the results of its operations and its cash
flows for the year ended December 31,1993, in conformity with generally accepted
accounting principles.

/s/ DAVID W. SCOTT, CPA, P.C.
DAVID W. SCOTT, CPA, P.C.

Portland, Oregon
February 23, 1994



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Broadway Townhouses L.P.

We have audited the accompanying balance sheet of Broadway Townhouses L.P.
as of December 31, 1995, and the related statements of profit and loss (on HUD
Form No. 92410), 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 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 Broadway Townhouses L.P. as
of December 31, 1995, and the results of its operations, 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 supplemental information on pages 23
through 28 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued
reports dated January 27, 1996 on our consideration of Broadway Townhouses
Limited Partnership internal control structure and on its compliance with
specific requirements applicable to major HUD programs, affirmative fair
housing, and laws and regulations applicable to the financial statements.

/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
January 27, 1996 Identification Number:
52-1088612

Audit Principal: Lester A. Kanis



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Broadway Townhouses L.P.

We have audited the accompanying balance sheet of Broadway Townhouses L.P.
as of December 31, 1994, and the related statements of profit and loss (on HUD
Form No. 92410), changes in partners' capital (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 materia1 misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Broadway Townhouses L.P. as
of December 31, 1994, and the results of its operations, the changes in
partners' capital (deficit) and cash flows for the year then ended, in
conformity with generally accepted accounting principles.



Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 22
through 27 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
January 27, 1995 Identification Number:
52-1088612

Audit Principal: Lester A. Kanis



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

Independent Auditors' Report

To the Partners
Broadway Townhouses L.P.

We have audited the accompanying balance sheet of Broadway Townhouses L.P.
(a New Jersey limited partnership), as of December 31, 1993, and the related
statements of profit and loss (on HUD Form No. 92410), changes in partners'
capital (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, the financial statements referred to above present fairly,
in all material respects, the financial position of Broadway Townhouses L.P. as
of December 31, 1993, and the results of its operations, the changes in
partners' capital (deficit) and cash flows for the year then ended, in
conformity with generally accepted accounting principles.



Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 21
through 25 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ REZNICK FEDDER & SILVERMAN

Bethesda, Maryland Federal Employer
February 1, 1994 Identification Number:
52-1088612

Lead Auditor: Lester A. Kanis



[KEVANE PETERSON SOTO & PASARELL LETTERHEAD]

Independent Auditors' Report

To the Partners of
PUERTO RICO HISTORIC ZONE
LIMITED DIVIDEND PARTNERSHIP:

We have audited the accompanying statements of financial position of PUERTO
RICO HISTORIC ZONE LTD DIVIDEND PARTNERSHIP (a Massachusetts limited
partnership) as of December 31, 1995 and 1994, and the related statements of
profit and loss, 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 PUERTO RICO HISTORIC ZONE
LTD DIVIDEND PARTNERSHIP as of December 31, 1995 and 1994, and the results of
its operations, changes in partners' equity and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

/s/ KEVANE PETERSON SOTO & PASARELL

San Juan, Puerto Rico,
February 2, 1996.

1332615
Seal of the College of
Certified Public Accountants
of Puerto Rico



[KEVANE PETERSON SOTO & PASARELL LETTERHEAD]

Independent Auditors' Report

To the Partners of
Puerto Rico Historic Zone Limited
Dividend Partnership:

We have audited the accompanying statements of financial position of PUERTO
RICO HISTORIC ZONE LIMITED DIVIDEND PARTNERSHIP (a Massachusetts limited
partnership) as of December 31, 1994 and 1993, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financia1
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 Puerto Rico Historic Zone
Limited Dividend Partnership as of December 31, 1994 and 1993, and the results
of its operations, changes in its partners' equity and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.

/s/ KEVANE PETERSON SOTO & PASARELL

San Juan, Puerto Rico,
April 7, 1995.

Seal of the College of
Certified Public Accountants
of Puerto Rico



[CHRISTOPHER, SMITH, GENTILE, LEONARD & BRISTOW, P.A. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Citrus Meadows Apartments, Ltd.
Bradenton, Florida

We have audited the accompanying balance sheet of Citrus Meadows Apartments,
Ltd., FHA Project No. 067-36654 (a limited partnership) (the Partnership), as of
December 31, 1995, and the related statements of profit and loss, 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
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 Citrus Meadows Apartments, Ltd.
at December 31, 1995 and the results of its operations and its cash flows and
its changes in partners' equity (deficit) 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 information included in the report
(shown on pages 12 through 17) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of Citrus
Meadows Apartment, 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.

In accordance with Government Auditing Standards, we have also issued a report
dated February 12, 1996 on our consideration of Citrus Meadows Apartments,
Ltd.'s internal control structure and a report dated February 12, 1996 on its
compliance with laws and regulations.

/s/ CHRISTOPHER, SMITH, GENTILE,
LEONARD & BRISTOW, P.A.

CHRISTOPHER, SMITH, GENTILE,
LEONARD & BRISTOW, P.A.

February 12, 1996



[CHRISTOPHER, SMITH, GENTILE, LEONARD & BRISTOW, P.A. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Citrus Meadows Apartments, Ltd.
Bradenton, Florida

We have audited the accompanying balance sheet of Citrus Meadows Apartments,
Ltd., FHA Project No. 067-36654 (a limited partnership) (the Partnership), as of
December 31, 1994, and the related statements of profit and loss, 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
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 Citrus Meadows Apartments, Ltd.
at December 31, 1994 and the results of its operations and its cash flows and
its changes in partners' equity (deficit) 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 information included in the report
(shown on pages 14 through 19) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of Citrus
Meadows Apartment, 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.

/s/ CHRISTOPHER, SMITH, GENTILE,
LEONARD & BRISTOW, P.A.

CHRISTOPHER, SMITH, GENTILE,
LEONARD & BRISTOW, P.A.

January 24, 1995



[CHRISTOPHER, SMITH, GENTILE, LEONARD & BRISTOW, P.A. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Citrus Meadows Apartments, Ltd.
Bradenton, Florida

We have audited the accompanying balance sheet of Citrus Meadows Apartments,
Ltd., FHA Project No. 067-36654 (a limited partnership) (the Partnership), as of
December 31, 1993, and the related statements of profit and loss, 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
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 Citrus Meadows Apartments, Ltd.
at December 31, 1993 and the results of its operations and its cash flows and
its changes in partners' equity (deficit) for the year then ended in conformity
with generally accepted accounting principles.

As discussed in NOTE 2 to the financial statements, the Partnership changed its
definition of cash and cash equivalents. Accordingly, an adjustment has been
made to the cash and cash equivalent balance as of December 31, 1992.



Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting information included in the report
(shown on pages 13 through 18) are presented for the purposes of additional
analysis and are not a required part of the basic financial statements of Citrus
Meadows Apartment, 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.

/s/ CHRISTOPHER, SMITH, GENTILE,
LEONARD & BRISTOW, P.A.

CHRISTOPHER, SMITH, GENTILE,
LEONARD & BRISTOW, P.A.

January 27, 1994



[J. H. WILLIAMS & CO., LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Sartain School Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Sartain School Venture (a
Limited Partnership) 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 general
partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Sartain School Venture (a
Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J. H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 7, 1996



[J. H. WILLIAMS & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Sartain School Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Sartain School Venture (a
Limited Partnership) as of December 31, 1994 and 1993 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 general
partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Sartain School Venture (a
Limited Partnership) at December 31, 1994 and 1993, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J. H. WILLIAMS & CO.

Kingston, Pennsylvania
February 7, 1995



[SHORE, AVRACH & COMPANY, P.C. LETTERHEAD]

Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
Driftwood Terrace Associates, Ltd.
Marlton, New Jersey

We have audited the accompanying balance sheets of Driftwood Terrace
Associates, Ltd. (A Florida Limited Partnership), HUD Project #066-36678, as of
December 31, 1995 and 1994, and the related statements of profit and loss,
partners' capital (deficit) and cash flows for the year 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 and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Driftwood Terrace
Associates, Ltd. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the year ended December 31, 1995, 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 data included in the
report (shown on pages 14 through 20) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly presented in all material respects in relation to the basic financial
statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued the
following reports dated January 29, 1996 concerning Driftwood Terrace
Associates, Ltd. (1) on the internal control structure, (2) on compliance with
specific requirements applicable to major HUD programs, (3) on compliance with
specific requirements applicable to affirmative fair housing, and (4) on
compliance with applicable laws and regulations.

/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

January 29, 1996



[SHORE, AVRACH & COMPANY, P.C. LETTERHEAD]

Independent Auditor's Report on Basic
Financial Statements and Supplemental Data

To the Partners
Driftwood Terrace Associates, Ltd.
Marlton, New Jersey

We have audited the accompanying balance sheet of Driftwood Terrace
Associates, Ltd. (A Florida Limited Partnership), HUD Project #066-36678, as of
December 31, 1994 and 1993 and the related statements of profit and loss,
partners' capital (deficit) and cash flows 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 audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Driftwood Terrace
Associates, Ltd. as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental data included in the report (shown
on pages 15 through 20) are presented for the purposes of additional analysis
and are not a required part of the financial statements of Driftwood Terrace
Associates, Ltd. Such information has been subjected to the auditing procedures
applied in the audits of the financial statements and, in our opinion, is fairly
presented in all material respects in relation to the financial statements taken
as a whole.

/s/ SHORE, AVRACH & COMPANY, P.C.
Certified Public Accountants

January 18, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Holly Hill, Ltd.
Greenville, Tennessee

I have audited the accompanying balance sheets of Holly Hill, Ltd., a limited
partnership, RECD Project No.: 48-30-621264791 as of December 31, 1995 and 1994,
and the related statements of operations, partners' capital and cash flows for
the years then ended. These financial statements are the responsibility of the
partnership's management. My responsibility is to express an opinion on these
financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Holly Hill, Ltd., RECD Project No.:
48-30-621264791 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 23, 1996 on my consideration of Holly Hill, Ltd., internal
control structure and a report dated February 23, 1996 on its compliance with
laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 23, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Holly Hill, Ltd.
Greenville, Tennessee

I have audited the accompanying balance sheets of Holly Hill, Ltd., a limited
partnership, FmHA Project No.: 48-30-621264791 as of December 31, 1994 and 1993,
and the related statements of operations, partners' capital and cash flows for
the years then ended. These financial statements are the responsibility of the
partnership's management. My responsibility is to express an opinion on these
financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Holly Hill, Ltd., FmHA Project No.:
48-30-621264791 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 23, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Mayfair Apartments, Ltd.
Morristown, Tennessee

I have audited the accompanying balance sheets of Mayfair Apartments, Ltd., a
limited partnership, RECD Project No.: 48-032-630957575 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mayfair Apartments, Ltd., RECD
Project No.: 48-032-630957575 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 24, 1996 on my consideration of Mayfair Apartments, Ltd.,
internal control structure and a report dated February 24, 1996 on its
compliance with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.
February 24, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Mayfair Apartments, Ltd.
Morristown, Tennessee

I have audited the accompanying balance sheets of Mayfair Apartments, Ltd., a
limited partnership, FmHA Project No.: 48-032-630957575 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mayfair Apartments, Ltd., FmHA
Project No.: 48-032-630957575 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 23, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Foxcroft Apartments, Ltd.
Troy, Alabama

I have audited the accompanying balance sheets of Foxcroft Apartments, Ltd., a
limited partnership, RECD Project No.: 01-055-630971151 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Foxcroft Apartments, Ltd., RECD
Project No.: 01-055-630971151 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 23, 1996 on my consideration of Foxcroft Apartments, Ltd.,
internal control structure and a report dated February 23, 1996 on its
compliance with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 23, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Foxcroft Apartments, Ltd.
Troy, Alabama

I have audited the accompanying balance sheets of Foxcroft Apartments, Ltd., a
limited partnership, FmHA Project No.: 01-055-630971151 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Foxcroft Apartments, Ltd., FmHA
Project No.: 01-055-630971151 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 22, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Canterbury Apartments, Ltd.
Indianola, Mississippi

I have audited the accompanying balance sheets of Canterbury Apartments, Ltd., a
limited partnership, RECD Project No.: 28-067-630979083 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Canterbury Apartments, Ltd., RECD
Project No.: 28-067-630979083 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 22, 1996 on my consideration of Canterbury Apartments, Ltd.,
internal control structure and a report dated February 22, 1996 on its
compliance with laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 22, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Canterbury Apartments, Ltd.
Indianola, Mississippi

I have audited the accompanying balance sheets of Canterbury Apartments, Ltd., a
limited partnership, FmHA Project No.: 28-067-630979083 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Canterbury Apartments, Ltd., FmHA
Project No.: 28-067-630979083 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 24, 1995



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cutler Canal III Associates, Ltd.

We have audited the accompanying balance sheets of Cutler Canal III
Associates, Ltd., as of December 31, 1995 and 1994, and the related statements
of operations, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Cutler Canal III Associates,
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.

/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 23, 1996



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Cutler Canal III Associates, Ltd.

We have audited the accompanying balance sheet of Cutler Canal III
Associates, Ltd., as of December 31, 1994, 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.

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 Cutler Canal III 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.

/s/ REZNICK FEDDER & SILVERMAN
/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 20, 1995



[REZNICK FEDDER & SILVERMAN LETTERHEAD]

Independent Auditors' Report

To the Partners
Cutler Canal III Associates, Ltd.

We have audited the accompanying balance sheet of Cutler Canal III
Associates, Ltd., (a Florida limited partnership), as of December 31, 1993, and
the related statements of earnings, 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.

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 Cutler Canal III 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.

/s/ REZNICK FEDDER & SILVERMAN

Charlotte, North Carolina
January 20, 1994



[MUELLER, PROST, PURK & WILLBRAND, P.C. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

The Partners
Jefferson Place, L.P.
Omaha, Nebraska


We have audited the accompanying balance sheet of Jefferson Place, L.P., (a
Missouri Limited Partnership) (the "Partnership"), as of December 31, 1995, and
the related statements of income, changes in partners' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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 Jefferson Place, L.P., as of
December 31, 1995, and the results of its operations and the changes in
partners' equity (deficit) 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 10 to the
financial statements, the Partnership has experienced recurring losses from
operations and has a working capital deficiency and a net capital deficiency
that raise substantial doubt about the Partnership's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ MUELLER, PROST, PURK & WILLBRAND, P.C.
Certified Public Accountants
January 26, 1996



REPORT OF INDEPENDENT ACCOUNTANTS

The Partners
Jefferson Place, L.P.

We have audited the accompanying balance sheet of Jefferson Place, L.P. (a
Missouri limited partnership) as of December 31, 1994 and 1993, and the related
statements of operations, partners' deficit and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with 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.

As discussed in Notes 3 and 8 to the financial statements, the holder of the
mortgage note payable of Jefferson Place, L.P. has agreed not to declare a
default under the terms of the mortgage note.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jefferson Place, L.P. at
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.

/s/ COOPERS & LYBRAND LLP

Omaha, Nebraska
January 27, 1995



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Callaway Village, Ltd.
Clinton, Tennessee

I have audited the accompanying balance sheets of Callaway Village, Ltd., a
limited partnership, RECD Project No.: 48-001-581172107 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Callaway Village, Ltd., RECD
Project No.: 48-001-581172107 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 22, 1996 on my consideration of Callaway Village, Ltd., internal
control structure and a report dated February 22, 1996 on its compliance with
laws and regulations.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 22, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Callaway Village, Ltd.
Clinton, Tennessee

I have audited the accompanying balance sheets of Callaway Village, Ltd., a
limited partnership, FmHA Project No.: 48-001-581172107 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Callaway Village, Ltd., FmHA
Project No.: 48-001-581172107 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ DONALD W. CAUSEY, CPA, P.C.

February 20, 1995



[HALBERT, KATZ & CO., P.C. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Commerce Square Apartments Associates, L.P.
Wilmington, Delaware

We have audited the accompanying balance sheets of Commerce Square Apartments
Associates, L.P., as of December 31, 1995 and December 31, 1994, and the related
statements of loss, partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the project's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Commerce Square Apartments
Associates, L.P., as of December 31, 1995 and December 31, 1994, and the results
of its operations, changes in partners' capital and cash flows for the years
then ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 30, 1996, on our consideration of Commerce Square Apartments
Associates, L.P.'s, internal control structure.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on page 12 to 14) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of
Commerce Square Apartments Associates, L.P. Such information has been subjected
to the auditing procedures applied in the audits of the basic financial
statements and in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.

/s/ HALBERT, KATZ & CO., P.C.

January 30, 1996



[HALBERT, KATZ & CO., P.C. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners
Commerce Square Apartments Associates, L.P.
Wilmington, Delaware

We have audited the accompanying balance sheets of Commerce Square Apartments
Associates, L.P., as of December 31, 1994 and December 31, 1993, and the related
statements of loss, partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the project's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Commerce Square Apartments
Associates, L.P., as of December 31, 1994 and December 31, 1993, and the results
of its operations, changes in partners' capital and cash flows for the years
then ended, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on page 12 to 14) are presented for the purposes of additional
analysis and is not a required part of the basic financial statements of
Commerce Square Apartments Associates, L.P. Such information has been subjected
to the auditing procedures applied in the audits of the basic financial
statements and in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.

/s/ HALBERT, KATZ & CO., P.C.

January 31, 1995



[KENNETH J. SCHUSTER LETTERHEAD]

To The Partners' of
West 132nd Development Partnership
(A New York Limited Partnership)

We have audited the balance sheet of West 132nd Development Partnership as of
December 31, 1995, and the related statements of income, changes in 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.

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 amount and disclosures in the financial statements. An audit also includes
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 West 132nd Development
Partnership, at December 31, 1995 and the results of their operations, changes
in Partners' capital and cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ KENNETH J. SCHUSTER
Certified Public Accountant

February 7, 1996
Syosset, New York



[KENNETH J. SCHUSTER LETTERHEAD]

To The Partners' of
West 132nd Development Partnership
(A New York Limited Partnership)

We have audited the balance sheet of West 132nd Development Partnership as of
December 31, 1994, and the related statements of income, changes in 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.

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 amount and disclosures in the financial statements. An audit also includes
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 West 132nd Development
Partnership, at December 31, 1994 and the results of their operations, changes
in Partners' capital and cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ KENNETH J. SCHUSTER
Certified Public Accountant

March 9, 1995
Syosset, New York



[CHARLES SCHNEIDER, CPA, P.C.-LETTERHEAD]


To The Partners of
West 132nd Development Partnership
(A New York Limited Partnership)

We have audited the balance sheet of West 132nd Development Partnership as of
December 31, 1993 and the related statements of income, changes in 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.

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 West 132nd Development Partnership
and the results of its operations and cash flows for the year then ended in
conformity with generally accepted accounting principles.

/s/ CHARLES SCHNEIDER, CPA, P.C.

February 28, 1994
Brooklyn, New York



[STEVEN M. WEINBERG-LETTERHEAD]

To the Partners
Site H Development Company
(A Limited Partnership)

I have audited the accompanying statement of assets, liabilities, and partners'
capital of Site H Development Company (a Limited Partnership) as of December 31,
1995, and the related statements of revenues and expenses 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 the 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 the 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 assets, liabilities and partners' capital as of December
31, 1995, and its revenues and expenses, and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

The financial statements for the year ended December 31, 1994 were audited by
another accounting firm, and they expressed an unqualified opinion on them in
their report dated April 26, 1995, but they have not performed any auditing
procedures since that date.

/S/ STEVEN M. WEINBERG

Brooklyn, New York
March 6, 1996



[MILLER, BLAKENEY & CO.-LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

Site H Development Company:

We have audited the accompanying balance sheet of Site H Development Company (A
New York Limited Partnership) as of December 31, 1994 and the related statements
of operations, changes in partners' capital and cash flows for the year then
ended. 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 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 as to whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 or our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Site H Development Company 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.

/s/ MILLER, BLAKENEY & CO.

New York, New York
April 26, 1995



[MILLER, BLAKENEY & CO.-LETTERHEAD]

Independent Auditors' Report

The Partners
Site H Development Company (A Limited Partnership)
515 Court Street
Brooklyn, New York 11231

We have audited the accompanying balance sheet of Site H Development
Company (A New York Limited Partnership) as of December 31, 1993 and the related
statements of operations, changes in 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.

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 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 Site H Development Company
as of December 31, 1993 and the results of its operation and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ MILLER, BLAKENEY & CO.

New York, New York
June 3, 1994



[ASHER & COMPANY, LTD.-LETTERHEAD]

Independent Auditors' Report

The Partners
L.I.H. Chestnut Associates, L.P.
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of L.I.H. Chestnut
Associates, L.P. (a Pennsylvania Limited Partnership) as of December 31, 1995
and 1994 and the related statements of operations, changes in Partners'
capital, and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 L.I.H. Chestnut Associates,
L.P. (a Pennsylvania 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.

/s/ ASHER & COMPANY, LTD.

ASHER & COMPANY, Ltd.

February 28, 1996, except for the last
paragraph Note F(a) as to which the
date is May 20, 1996




[ASHER & COMPANY Ltd.-LETTERHEAD]

Independent Auditors' Report

The Partners
L.I.H. Chestnut Associates, L.P.
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of L.I.H. Chestnut
Associates, L.P. (a Pennsylvania Limited Partnership) as of December 31, 1994
and 1993 and the related statements of profit and loss, changes in Partners'
capital, and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 L.I.H. Chestnut
Associates, L.P. 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 basic
financial statements taken as a whole. The supplementary information is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such supplementary information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

/s/ ASHER & COMPANY, LTD.

ASHER & COMPANY, Ltd.

February 7, 1995



[J.H. WILLIAMS & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Diamond Phase II Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Diamond Phase II Venture (a
Limited Partnership) 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 general partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Diamond Phase II Venture (a
Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J. H. WILLIAMS & CO. LLP

Kingston, Pennsylvania
February 10, 1996



[J.H. WILLIAMS & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Diamond Phase II Venture (a Limited Partnership)
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Diamond Phase II Venture (a
Limited Partnership) as of December 31, 1994 and 1993, 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 general partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Diamond Phase II Venture (a
Limited Partnership) at December 31, 1994 and 1993, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J. H. WILLIAMS & CO.

Kingston, Pennsylvania
February 12, 1995



[J. H. WILLIAMS & CO., LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Bookbindery Associates (a Limited Partnership)
Reading, Pennsylvania

We have audited the accompanying balance sheets of Bookbindery Associates (a
Limited Partnership) 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 general partners and its contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Bookbindery Associates (a
Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J.H. WILLIAMS & CO., LLP

Kingston, Pennsylvania
February 7, 1996



[J. H. WILLIAMS & CO.-LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Bookbindery Associates (a Limited Partnership)
Reading, Pennsylvania

We have audited the accompanying balance sheets of Bookbindery Associates (a
Limited Partnership) as of December 31, 1994 and 1993, 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 general partners and its contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Bookbindery Associates (a
Limited Partnership) at December 31, 1994 and 1993, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/ J.H. WILLIAMS & CO.

Kingston, Pennsylvania
February 6, 1995



[HABIF, AROGETI & WYNNE, P.C.-LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the General Partner and Limited Partners
of The Hamlet, Ltd.

We have audited the accompanying balance sheet of THE HAMLET, LTD. [A FLORIDA
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. The statements of THE HAMLET, LTD. [A
FLORIDA LIMITED PARTNERSHIP] as of December 31, 1994 were audited by other
auditors whose report dated March 10, 1995 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 1995 financial statements referred to above present fairly,
in all material respects, the financial position of THE HAMLET, LTD. [A FLORIDA
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.

/s/ HABIF, AROGETI & WYNNE, P.C.

Atlanta, Georgia
January 31, 1996



[DELOITTE & TOUCHE LLP-LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the General Partner and Limited Partners
of The Hamlet, Ltd.
Boynton Beach, Florida

We have audited the accompanying balance sheets of The Hamlet, Ltd. (a Florida
limited partnership) as of December 31, 1994 and 1993 and the related statements
of operations, partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 The Hamlet, 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.

/s/ Deloitte & Touche, LLP

March 10, 1995




[ARMANDO A. SUAREZ CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT

To the Partners of Stop 22
Limited Partnership
San Juan, Puerto Rico

I have audited the accompanying balance sheet of Stop 22 Limited Partnership, a
Delaware limited partnership (HUD Project No. R2 46-E-006-014 and R2
46-E-001-013), as of December 31, 1995 and the related statements of loss, cash
flows and changes in partners' equity 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
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion. In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Stop 22 Limited
Partnership as of December 31, 1995, and the results of its operations and its
cash flows and its changes in partners' equity for the year then ended in
conformity with generally accepted accounting principles.

As more fully explained in Notes D and E, the partnership experienced
substantial operating deficits during the year just ended and had nine months
interest in arrears on its mortgage loan. As of the date of this report the
Lender and the Partnership were conducting negotiations to revise the loan
terms. Failure to successfully conclude such negotiation may result on a default
of the loan and foreclosure. Also, as explained on Note E, the Partnership has
not recognized a claim for $70,000 instituted against the Municipality of San
Juan for retroactive rent increases due under the Housing Assistant Payment
Contract since there is an uncertainty as to its collection.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
pages 19 through 32 is presented for the purpose of additional analysis and is
not a required part of the basic financial statements of Stop 22 Limited
Partnership. 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 basic financial
statements taken as a whole.

/s/ Armando A. Suarez, CPA

Armando A. Suarez, CPA

February 1, 1996
San Juan, Puerto Rico

The stamp No.1328737 of the P.R. Society of
CPA's was affixed to the original of this report.



[ARMANDO A. SUAREZ CPA-LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners of Stop 22
Limited Partnership
San Juan, Puerto Rico

I have audited the accompanying balance sheet of Stop 22 Limited Partnership, a
Delaware limited partnership (HUD Project No. R2 46-E-006-014 and R2
46-E-001-013), as of December 31, 1994 and the related statements of loss, cash
flows and changes in partners' equity 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
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion. In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Stop 22 Limited
Partnership as of December 31, 1994, and the results of its operations and its
cash flows and its changes in partners' equity for the year then ended in
conformity with generally accepted accounting principles.

As more fully explained in Note F, the partnership experienced operating deficit
during this year and had five months interest in arrears on its mortgage loan.
Also, the Municipality of San Juan, as Public Housing Agency administering the
Housing Assistance Payment Contract has not established the rents in accordance
with HUD determinations. The financial statements do not consider adjustments
for the resulting effect that may arise from these events.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
pages 19 through 31 is presented for the purpose of additional analysis and is
not a required part of the basic financial statements of Stop 22 Limited
Partnership. 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 basic financial
statements taken as a whole.

/s/ Armando A. Suarez, CPA

Armando A. Suarez, CPA

April 5, 1995
San Juan, Puerto Rico

The stamp No.1257865 of the P.R. Society of
CPA's was affixed to the original of this report.



[ARMANDO A. SUAREZ CPA-LETTERHEAD]


INDEPENDENT AUDITOR'S REPORT

To the Partners of Stop 22
Limited Partnership
San Juan, Puerto Rico

I have audited the accompanying balance sheet of Stop 22 Limited Partnership, a
Delaware limited partnership (HUD Project No. R2 46-E-006-014 and R2
46-E-001-013), as of December 31, 1993 and the related statements of loss, cash
flows and changes in partners' equity 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
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Stop 22 Limited Partnership as of
December 31, 1993, and the results of its operations and its cash flows and its
changes in partners' equity for the year then ended in conformity with generally
accepted accounting principles.

As more fully explained in Note F, the partnership experienced operating deficit
during this year and had two months interest in arrears on its mortgage loan.


My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
pages 19 through 31 is presented for the purpose of additional analysis and is
not a required part of the basic financial statements of Stop 22 Limited
Partnership. 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 basic financial
statements taken as a whole.

/s/ Armando A. Suarez, CPA

Armando A. Suarez, CPA

January 31, 1994
San Juan, Puerto Rico

The stamp No. 1209630 of the Puerto Rico
Society of CPA's was affixed to the
original of this report.



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Knob Hill Apartments, Ltd.
Morristown, Tennessee

I have audited the accompanying balance sheets of Knob Hill Apartments, Ltd., a
limited partnership, RECD Project No.: 48-032-638979224 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Knob Hill Apartments, Ltd., RECD
Project No.: 48-032-638979224 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued a report
dated February 23, 1996 on my consideration of Knob Hill Apartments, Ltd.,
internal control structure and a report dated February 23, 1996 on its
compliance with laws and regulations.

/s/ Donald W. Causey, CPA, P.C.

February 23, 1996



[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Knob Hill Apartments, Ltd.
Morristown, Tennessee

I have audited the accompanying balance sheets of Knob Hill Apartments, Ltd., a
limited partnership, FmHA Project No.: 48-032-638979224 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Knob Hill Apartments, Ltd., FmHA
Project No.: 48-032-638979224 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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ Donald W. Causey, CPA, P.C.

February 23, 1995



[CORTLAND L. BROVITZ & CO., P.C.-LETTERHEAD]

INDEPENDENT AUDITORS' REPORT


To the Partners of
Conifer James Street Associates
(A Limited Partnership):

We have audited the balance sheets of Conifer James Street Associates (A Limited
Partnership) as of December 31, 1995 and 1994 and the related statements of
changes in partners' capital operations, and cash flows for the years then
ended. These 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 Conifer James Street Associates
(A Limited Partnership) as of December 31, 1995 and 1994, and the results of its
operations and cash flows for the years then ended in conformity with generally
accepted accounting principles.

Respectfully Submitted,

/s/ Cortland L. Brovitz & Co., P.C.

Cortland L. Brovitz & Co., P.C.
Certified Public Accountants

Rochester, New York
January 22, 1996



[CORTLAND L. BROVITZ & CO., P.C.-LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Partners of
Conifer James Street Associates:

We have audited the accompanying balance sheets of Conifer James Street
Associates accompanying as of December 31, 1994 and 1993 and the related
statements of operations, changes in partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 James Street Associates
as of December 31, 1994 and 1993, and the results of its operations and cash
flows for the years then ended in conformity with generally accepted accounting
principles.

Respectfully Submitted,

/s/ Cortland L. Brovitz & Co., P.C.

Cortland L. Brovitz & Co., P.C.
Certified Public Accountants

Rochester, New York
January 26, 1995



[RBG & CO. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

Partners
Longfellow Heights Apartments, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Longfellow Heights Apartments,
L.P., a limited partnership, as of December 31, 1995 and 1994 and the related
statements of income, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Longfellow Heights Apartments,
L.P. 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.

/s/ Rubin, Brown, Gornstein & Co. LLP

January 23, 1996



[RUBIN, BROWN, GORNSTEIN & CO.-LETTERHEAD]

Independent Auditors' Report

Partners
Longfellow Heights Apartments, L.P.
St. Louis, Missouri

We have audited the accompanying balance sheet of Longfellow Heights Apartments,
L.P., a limited partnership, as of December 31, 1994 and 1993 and the related
statements of income, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 Longfellow Heights Apartments,
L.P. 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.

/s/ Rubin, Brown, Gornstein & Co.

January 19, 1995


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS





March 31
--------------------------------
1996 1995
------------ ------------
ASSETS


Property and equipment - at cost, less accumulated
depreciation (Notes 2, 4 and 10) $270,715,006 $281,326,489
Cash and cash equivalents (Notes 2 and 10) 8,420,959 9,046,621
Cash held in escrow (Note 5) 16,832,443 17,028,321
Deferred costs - less accumulated amortization (Notes 2 and 6) 3,845,726 4,139,852
Other assets 2,307,734 2,469,408
------------ ------------

Total assets $302,121,868 $314,010,691
============ ============





LIABILITIES AND PARTNERS' CAPITAL


Liabilities:
Mortgage notes payable (Note 7) $201,604,094 $203,053,298
Due to debt guarantor (Notes 7 and 10a) 18,971,667 15,672,323
Accounts payable and other liabilities 21,196,194 19,289,715
Due to local general partners and affiliates (Note 8) 13,117,342 13,303,780
Due to general partners and affiliates (Note 8) 2,316,069 1,483,994
------------ ------------
257,205,366 252,803,110
------------ ------------

Minority interest (Note 2) 1,763,731 2,286,346
------------ ------------

Commitments and contingencies (Notes 7, 8 and 10)
Partners' capital:
Limited partners (150,000 BACs authorized; 139,101.5
issued and outstanding) (Note 1) 43,956,700 59,567,479
General partners (803,929) (646,244)

Total partners' capital 43,152,771 58,921,235
------------ ------------

Total liabilities and partners' capital $302,121,868 $314,010,691
============ ============






See accompanying notes to consolidated financial statements.



-19-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS





Years Ended March 31
-----------------------------------------------------
1996 1995 1994
------------- ------------- -------------


Revenues
Rental income $ 31,252,634 $ 30,504,144 $ 29,233,178
Other 1,959,274 1,933,443 2,138,729
------------- ------------- -------------

33,211,908 32,437,587 31,371,907
------------- ------------- -------------

Expenses
General and administrative 6,158,752 5,681,223 5,617,245
General and administrative-related parties (Note 8) 2,637,073 2,840,531 2,045,711
Repairs and maintenance 4,331,313 4,168,229 3,676,672
Operating and other 4,260,943 4,239,490 4,272,216
Real estate taxes 1,989,457 1,847,964 1,774,738
Insurance 1,514,776 1,531,627 1,387,895
Interest 16,061,865 15,684,867 16,817,938
Depreciation and amortization 12,179,855 11,903,255 12,137,008
------------- ------------- -------------

49,134,034 47,897,186 47,729,423
------------- ------------- -------------

Loss before minority interest (15,922,126) (15,459,599) (16,357,516)

Minority interest in loss of subsidiary partnerships 153,662 158,671 152,604
------------- ------------- -------------

Net loss $ (15,768,464) $ (15,300,928) $ (16,204,912)
============= ============= =============
Net loss per limited partners $ (15,610,779) $ (15,147,919) $ (16,042,863)
============= ============= =============
Number of BACs outstanding 139,101.5 139,101.5 139,101.5
============= ============= =============
Net loss per BAC $ (112,23) $ (108.90) $ (115.33)
============= ============= =============









See accompanying notes to consolidated financial statements.



-20-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED MARCH 31, 1994, 1995 AND 1996







Total Limited Partners General Partners
------------ ---------------- ----------------

Partners' capital - April 1, 1993 $ 90,427,075 $ 90,758,261 $(331,186)

Net loss, year ended March 31, 1994 (16,204,912) (16,042,863) (162,049)
------------ ------------ ---------

Partners' capital - March 31, 1994 74,222,163 74,715,398 (493,235)

Net loss, year ended March 31, 1995 (15,300,928) (15,147,919) (153,009)
------------ ------------ ---------

Partners' capital - March 31, 1995 58,921,235 59,567,479 (646,244)

Net loss, year ended March 31, 1996 (15,768,464) (15,610,779) (157,685)
------------ ------------ ---------

Partners' capital - March 31, 1996 $ 43,152,771 $ 43,956,700 $(803,929)
============ ============ =========











See accompanying notes to consolidated financial statements.



-21-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS




Years Ended March 31
-----------------------------------------------------
1996 1995 1994
------------ ------------ ------------

Cash flows from operating activities:

Net loss $(15,768,464) $(15,300,928) $(16,204,912)
------------ ------------ ------------

Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization 12,179,855 11,903,255 12,137,008
Minority interest in loss of subsidiary partnerships (153,662) (158,671) (152,604)
(Increase) decrease in assets
Cash held in escrow 144,143 (441,175) (1,689,274)
Other assets 161,674 (348,530) 1,178,249
Increase (decrease) in liabilities
Accounts payable and other liabilities 2,021,307 2,014,504 2,402,038
Due to local general partners and affiliates 527,219 166,447 1,929,123
Due to local general partners and affiliates 0 (402,232) (1,046,733)
Due to general partners and affiliates 832,075 407,761 752,662
Due to debt guarantor 2,724,344 3,508,023 3,145,989
------------ ------------ ------------

Total adjustments 18,436,955 16,649,382 18,656,458
------------ ------------ ------------

Net cash provided by operating activities 2,668,491 1,348,454 2,451,546
------------ ------------ ------------

Cash flows from investing activities:

Acquisition of property and equipment, net (1,274,246) (996,858) (1,382,645)
(Increase) decrease in cash held in escrow (327,512) (679,249) 5,082,934
Decrease in cash held in escrow for real estate investments 379,247 672,600 2,479,828
Increase in due to local general partners and affiliates 60,000 307,622 118,220
Decrease in due to local general partners and affiliates (773,729) (378,771) (7,439,602)
------------ ------------ ------------


Net cash (used in) investing activities (1,936,240) (1,074,656) (1,141,265)
------------ ------------ ------------

Net cash from operating and investing activities,
carried forward 732,251 273,798 1,310,281
------------ ------------ ------------






See accompanying notes to consolidated financial statements.


-22-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS




Years Ended March 31,
--------------------------------------
1996 1995 1994
----------- ---------- ----------

Net cash from operating and investing activities,
brought forward 732,251 273,798 1,310,281
----------- ---------- ----------
Cash flows from financing activities:

Increase in other deferred costs 0 (5,334) (194,661)
Repayments on mortgage notes (989,032) (878,814) (63,088)
Borrowings on mortgage notes 0 22,605 0
Due to debt guarantor 0 184,172 0
Increase in due to local general partners and affiliates 72 10,929 0
Decrease in due to local general partners and affiliates
(Decrease) in capitalization of consolidated
subsidiaries attributable to minority interest (368,953) (91,998) (190,054)
----------- ---------- ----------

Net cash (used in) financing activities (1,357,913) (758,440) (447,803)
----------- ---------- ----------

Net increase (decrease) in cash and cash equivalents (625,662) (484,642) 862,478

Cash and cash equivalents at beginning of year 9,046,621 9,531,263 8,668,785
----------- ---------- ----------

Cash and cash equivalents at end of year $ 8,420,959 $9,046,621 $9,531,263
=========== ========== ==========
Supplemental disclosure of cash flows information:

Cash paid during the year for interest $10,331,751 $9,961,900 $9,830,905

Supplemental disclosures of noncash investing and financing activities:

Repayment of mortgage notes advanced by
debt guarantor $ 575,000 $ 540,000 $ 505,000
Increase in mortgage notes reclassified from accounts
payable and other liabilities 114,828 103,943 0
Construction notes payable satisfied through mortgage
notes payable 0 0 1,832,000
Conversion of notes payable to partners' equity 0 230,920 0











See accompanying notes to consolidated financial statements.



-23-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996



NOTE 1 - General

Liberty Tax Credit Plus III L.P. (A Delaware Limited Partnership) (the
"Partnership"), was organized on November 17, 1988. The Partnership had no
operations until commencement of the public offering on May 2, 1989.

The Partnership's business is to invest in other limited partnerships
("Local Partnerships" or "Subsidiaries" or "Subsidiary Partnerships") owning
leveraged apartment complexes ("Apartment Complexes") that are eligible for the
low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform
Act of 1986, and to a lesser extent in Local Partnerships owning properties that
are eligible for the historic rehabilitation tax credit ("Historic
Rehabilitation Tax Credit").

The Partnership has acquired interests in 62 Local Partnerships as of
March 31, 1996 and no further acquisitions are anticipated.

The Partnership is authorized to issue a total of 150,000 Beneficial
Assignment Certificates ("BACs"), which have been registered with the Securities
and Exchange Commission for sale to the public. Each BAC represents all of the
economic and virtually all of the ownership rights attributable to one-fifth of
a limited partnership interest. As of March 31, 1996, 139,101.5 have been
issued, and no further issuance of BACs is anticipated. The offering was
completed on March 30, 1990.

The terms of the Limited Partnership Agreement provide, among other
things, that net profits or losses and distributions of cash flow are, in
general, allocated 99% to the limited partners and BACs holders and 1% to the
general partners.


NOTE 2 - Summary of Significant Accounting Policies

a) Basis of Consolidation

The consolidated financial statements include the accounts of the
Partnership and 62 subsidiary partnerships in which the Partnership is the
principal limited partner.

For financial reporting purposes the Partnership's fiscal year ends
on March 31. All subsidiaries have fiscal years ending December 31. Accounts of
the subsidiaries have been adjusted for intercompany transactions from January 1
through March 31.

All intercompany accounts and transactions with the subsidiary
partnerships have been eliminated in consolidation.

Increases (decreases) in the capitalization of consolidated
subsidiaries attributable to minority interest arises from cash contributions
and cash distributions to the minority interest partners.

Losses attributable to minority interest which exceed the minority
interest's investment in a subsidiary have been charged to the Partnership. Such
losses aggregated approximately $283,000, $274,000 and $302,000 for the years
ended March 31, 1996, 1995 and 1994, respectively (the 1995, 1994 and 1993
fiscal years, respectively). The Partnership's investment in each subsidiary is
equal to the respective subsidiary's partners' equity


-24-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 2 - Summary of Significant Accounting Policies (Continued)

a) Basis of Consolidation (Continued)

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.

b) 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. Cash held in escrow has various use
restrictions and is not considered a cash equivalent.

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 generally 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 when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value. Through March 31, 1996, the Partnership has not
recorded any provisions for loss on impairment of assets or reduction to
estimated fair value.

d) Income Taxes

The Partnership is not required to provide for, or pay, any federal
income taxes. Net income or loss generated by the Partnership is passed through
to the partners and is required to be reported by them. The Partnership may be
subject to state and local taxes in jurisdictions in which it operates. For
income tax purposes, the Partnership has a fiscal year ending December 31 (see
Note 9).

e) Organization and Offering Costs

Costs incurred to organize the Partnership including but not limited
to legal, accounting, and registration fees, are considered deferred
organization expenses. These costs have been capitalized and are being amortized
over a 60-month period. Costs incurred to sell BACs, including brokerage and the
nonaccountable expense allowance, are considered selling and offering expenses.
These costs are charged directly to limited partners' capital. (See Note 8).

-25-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 2 - Summary of Significant Accounting Policies (Continued)

f) Acquisition Fees and Expenses

Acquisition fees and other acquisition expenses incurred are charged
to the property accounts based on the cost of properties acquired.

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 reasonably estimated.

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 Asset, 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 April 1, 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 reclassification have been made to the Fiscal 1994 and 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, Certificates of Deposit, Mortgage Escrow
Deposits and Cash-Restricted for Tenants' Security Deposits

The carrying amount approximates fair value.


-26-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 3 - Fair Value of Financial Instruments (Continued)

Mortgage Notes Payable

The fair value of mortgage notes payable is estimated, where
practicable, based on the borrowing rate currently available for similar loans.

The estimated fair values of the Partnership's mortgage note payable
are as follows:




March 31, 1996 March 31, 1995
-------------------------- --------------------------
Carrying Carrying
Mortgage Notes Payable for which it is: Amount Fair Value Amount Fair Value
----------- ----------- ----------- -----------

Practicable to estimate fair value $24,470,522 $25,954,026 $24,683,571 $22,742,780
Not Practicable 177,133,572 (a) 178,369,727 (a)



(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.

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 are as follows:




March 31
------------------------------- Estimated Useful
1996 1995 Lives
------------ ------------ ----------------

Land $ 12,894,634 $ 12,894,634 -
Building and improvements 313,826,317 312,865,082 15 to 40 years
Other 5,808,078 5,523,509 5 to 10 years
------------ ------------
332,529,029 331,283,225
Less: Accumulated depreciation (61,814,023) (49,956,736)
------------ ------------

$270,715,006 $281,326,489
============ ============


Included in property and equipment is $8,346,089 of acquisition fees
paid to the general partners at March 31, 1996 and 1995 and $2,908,694 of
acquisition expenses as of March 31, 1996 and 1995. In addition, as of March 31,
1996 and 1995, buildings and improvements include $14,677,111 of capitalized
interest.

Depreciation expense for the years ended March 31, 1996, 1995 and 1994
amounted to $11,885,729 $11,565,888 and $11,648,794, respectively.

In connection with the rehabilitation of the properties, the subsidiary
partnerships have incurred developers' fees of $25,440,729 as of March 31, 1996
and 1995 to the Local General Partner and affiliates. Such fees have been
included in the cost of property and equipment.


-27-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 5 - Cash Held in Escrow

Cash held in escrow consists of the following:



March 31
--------------------------
1996 1995
----------- ------------

Purchase price payments* $ 1,886,768 $ 2,266,015
Real estate taxes, insurance and other (Note 10(a)) 9,095,341 8,593,380
Reserve for replacements 4,708,059 4,380,547
Tenants' security deposits 1,142,275 1,115,779
Other attorney escrow 0 672,600
----------- ------------

$16,832,443 $ 17,028,321
=========== ============


*Represents amounts to be paid to seller upon meeting specified rental
achievement criteria.


NOTE 6 - Deferred Costs

The components of deferred costs and their periods of amortization are
as follows:



March 31,
---------------------------------------
1996 1995 Period
---------- ---------- ---------


Financing expenses $4,764,935 $4,969,397 *
Organization expenses 907,230 917,269 60 months
---------- ----------
5,672,165 5,886,666
Less: Accumulated amortization (1,826,439) (1,746,814)
---------- ----------

$3,845,726 $4,139,852
========== ==========
*Over the life of the related mortgages.


Amortization of deferred costs for the years ended March 31, 1996, 1995
and 1994 amounted to $294,126, $337,367 and $488,214, respectively.


NOTE 7 - Mortgage Notes Payable

The mortgage and construction notes, which are collateralized by land
and buildings, are payable in aggregate monthly installments of approximately
$1,052,000, including principal and interest at rates varying from 0% to 11.5%
per annum, through the year 2041. 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 rent and leases
and is without further recourse.



-28-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 7 - Mortgage Notes Payable (continued)

Annual principal payment requirements as of March 31, 1996 for each of
the next five fiscal years and thereafter are as follows:

Fiscal Year Ending Amount
------------------ ------------

1996 $ 1,856,588
1997 1,874,458
1998 2,022,744
1999 2,180,951
2000 2,228,897
Thereafter 191,440,456
------------

$201,604,094
============

No adjustment has been made in the table above for the events of
default and other matters described in Note 10(a).

The mortgage agreements require monthly deposits to replacement
reserves of approximately $73,000 and monthly deposits to escrow accounts for
real estate taxes, hazard and mortgage insurance and other (Note 5).

During 1995 and 1994, a Local Partnership, R.P.P. Limited Dividend
Housing Association Limited Partnership ("River Place"), was unable to make the
required principal and interest payments on its debt. These payments of
$2,563,694 and $2,685,332 in 1995 and 1994, respectively, were paid by The
General Retirement System of the City of Detroit ("GRS"), the debt guarantor, on
behalf of the Local Partnership. The Local Partnership accrues interest on
payments made by the Guarantor at an interest rate of 15% per annum. The debt
payments and accrued interest thereon are included in due to debt guarantor.

Certain subsidiary partnerships have outstanding letters of credit
totaling approximately $159,000 at December 31, 1995, as required under the
terms of the mortgage notes and other agreements.


Puerto Rico Historic Zone Limited Dividend Partnership

During March 1995, Puerto Rico Historic Zone Limited Dividend
Partnership ("San Justo") restructured its mortgage obligation which is
retroactively effective as of January 1, 1993. The restructure provided for
among other things, the writedown of the January 1, 1993 loan balance by
$12,902, monthly payments of $19,286 representing interest only as well as
monthly deposits of $1,390 with the mortgagee to a Replacement Reserve escrow
account. San Justo's liability under the mortgage note is limited to the
underlying value of the real estate, plus other amounts deposited with the
lender.


-29-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 8 - Related Party Transactions

One of the General Partners has a 1% interest as a Special Limited
Partner in each of the Local Partnerships and also has a minority interest in
certain Local Limited Partnerships.

The General Partners and their affiliates perform services for the
Partnership. The costs incurred for the years ended March 31, 1996, 1995 and
1994 are as follows:

A) Related Party Fees

As of March 31, 1996, the excess organization and offering costs
totaled $247,465 and is included in other assets.

Liberty Associates IV L.P., ("Liberty Associates") received cash
distributions from the Local Partnership of $863, $821 and $3,158 during the
years ended March 31, 1996, 1995 and 1994, respectively.

Pursuant to the Partnership Agreement and the Local Partnership
Agreements, the General Partners and Liberty Associates received their allocable
pro-rata share of profits, losses and tax credits from the Partnership and the
Local Partnerships, respectively.

B) Guarantees

The Partnership has negotiated Operating Deficit Guarantee
Agreements with all Local Partnerships, in which the General Partners of the
Local Partnerships have agreed to fund operating deficits for a specified period
of time. The terms of the Operating Deficit Guarantee Agreements vary for each
Local Partnership, with the maximum dollar amounts to be funded for a specified
period of time, generally three years, commencing at stabilization. The gross
amount of the Operating Deficit Guarantees aggregate approximately $18,700,000
of which approximately $15,600,000, $12,000,000 and $9,900,000 had expired as of
March 31, 1996, 1995 and 1994, respectively. During the years ended March 31,
1996, 1995 and 1994, approximately $170,000, $251,000 and $(149,000),
respectively, has been funded by or (paid to) the local general partners to meet
such obligations. Amounts funded under such agreements are treated as
non-interest bearing loans, which will be repaid only out of 50% of available
cash flow or out of available net sale or refinancing proceeds.

The Operating Deficit Guarantee Agreements were negotiated to
protect the Partnership's interest in the Local Partnerships and to provide
incentive to the Local General Partners to generate positive cash flow.



-30-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 8 - Related Party Transactions (continued)

C) Other Related Parties Expenses

The costs incurred to related parties for the years ended March 31,
1996, 1995 and 1994 were as follows:



Year Ended March 31,
-----------------------------------------
1996 1995 1994
---------- ---------- ----------

Partnership management fees (i) $ 750,000 $ 1,059,108 $ 400,804
Expense reimbursement (ii) 118,236 115,035 117,692
Property management fees (iii) 1,610,911 1,492,133 1,342,272
Asset monitoring expense (iv) 56,426 58,755 71,443
Local administrative fee (v) 101,500 115,500 113,500
---------- ---------- ----------

$2,637,073 $2,840,531 $2,045,711
========== ========== ==========


(i) The General Partners are entitled to receive a partnership
management fee after payment of all Partnership expenses, which together with
the local annual administrative fees will not exceed a maximum of 0.5% per annum
of invested assets (as defined in the Partnership Agreement), for administering
the affairs of the Partnership. The partnership management fee subject to the
foregoing limitation, will be determined by the General Partners in their sole
discretion based upon their review of the Partnership's investments. Unpaid
partnership management fees for any year will be accrued without interest and
will be payable only to the extent of available funds after the Partnership has
made the distributions to the limited partners of sale or refinancing proceeds
equal to their original capital contributions plus a 10% priority return thereon
(to the extent not theretofore paid out of cash flow). Partnership management
fees owed to the general partners amounting to approximately $1,774,000 and
$1,024,000 were accrued and unpaid as of March 15, 1996 and 1995, respectively.

(ii) 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.

(iii) The subsidiary partnerships incurred property management fees
amounting to $1,995,155, $1,914,475 and $1,760,541 for the years ended March
31,1996, 1995 and 1994, respectively, of which $1,610,911, $1,492,133 and
$1,342,272, respectively, were incurred to affiliates of the subsidiary
partnerships' general partners. Included in amounts incurred to affiliates of
the subsidiary partnerships' general partners were $76,396, $74,217 and $65,568
for the years ended March 31, 1996, 1995 and 1994, respectively, which were also
incurred to affiliates of the Related General Partner.

(iv) Another affiliate of the General Partners performs asset
monitoring for the Partnership. These services include site visits and
evaluations of the subsidiary partnerships' performance.

(v) Liberty Associates, a special limited partner of the subsidiary
partnerships is entitled to receive a local administrative fee of up to $2,500
per year from each subsidiary partnership.



-31-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 8 - Related Party Transactions (continued)

D) Due to Local General Partners and Affiliates

Due to local general partners and affiliates at March 31, 1996 and
1995 consists of the following:



March 31
-------------------------
1996 1995
----------- -----------

Operating deficit advances $ 2,402,696 $ 2,296,590
Development fees 3,882,738 4,585,146
Operating advances 3,091,108 2,732,124
Due to contractor 49,603 56,030
General Partner distributions 701,726 701,654
Developer loans (i) 1,445,767 1,510,661
Land note payable (ii) 965,096 905,096
Management and other operating fees 578,608 516,479
----------- -----------

$13,117,342 $13,303,780
=========== ===========
(i) Developer loans consist of the following:
Jefferson Limited Partnership- $100,000 $100,000
This loan is unsecured, bears interest at an annually
adjusted rate (6.58 % at March 31, 1995 and 4.8% at
March 31, 1994) and has no predetermined due date.

This note is unsecured, bears interest at 9.25% per annum 75,000 75,000
and is due, in the event of sale or refinancing of the property.

Lancashire Towers Associates Limited Partnership - 63,167 145,631
This loan bears interest at 12% per annum and is payable
only out of available surplus cash.

Northwood Associates Limited Partnership - 221,816 204,246
This loan bears interest at 12% per annum and is payable
only out of available surplus cash.

Citrus Meadows Apartments, Ltd. - 985,784 985,784
This loan bears no interest and can only be repaid
with the proceeds from a sale or refinancing.
----------- -----------
$ 1,445,767 $ 1,510,661
=========== ===========

Interest expense incurred on developer loans amounted to $38,910, $45,443 and $49,365
for the years ended March 31, 1996, 1995 and 1994, respectively.

(ii Land note payable consists of the following:

-32-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 8 - Related Party Transactions (continued)

D) Due to Local General Partners and Affiliates (continued)

Citrus Meadows Apartments, Ltd. - $ 965,096 $ 905,096
The land for this subsidiary partnership was purchased =========== ==========
from the local general partner for a $600,000 note which accrues
interest at 10% per annum. The principal balance, together with
the accrued interest, is payable upon the sale of the property
or in December 2004, whichever event occurs first.

Interest expense incurred on land note payable amounted to $60,000
for each of the three years ended March 31, 1996, 1995 and 1994.


E) Other

Insurance proceeds of $5,715,865 were also paid to an affiliate in
the 1993 Fiscal Year for services rendered in the reconstruction of the property
owned by a Local Partnership, Cutler Canal III Associates, Ltd., which was
damaged by Hurricane Andrew on August 24, 1992.

NOTE 9 - Income Taxes

A reconciliation of the financial statement net loss to the income tax
loss for the Partnership and its consolidated subsidiaries follows:



Years Ended December 31
-----------------------------------------------
1995 1994 1993
------------ ------------ ------------

Financial statement
Net loss $(15,768,464) $(15,300,928) $(16,204,912)

Difference resulting from parent company having a
different fiscal year for income tax and financial
reporting purposes (665,038) 599,733 (660,175)

Difference between depreciation and amortization
expense recorded for financial statement and income
tax reporting purposes (1,343,380) (1,323,335) (1,465,721)

Tax-exempt interest income (138,990) (105,503) (171,941)

Expenses and fees not deductible for income
tax purposes 909,915 0 1,182,687

Other 757,254 597,998 1,215,225
------------ ------------ ------------

Net loss as shown on the Partnership's
income tax return $(16,248,703) $(15,532,035) $(16,104,837)
============ ============ ============



-33-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 10 - Commitments and Events of Default

a) Subsidiary Partnerships - Going Concerns

R.P.P. Limited Dividend Housing Association Limited Partnership

During the 1995, 1994 and 1993 Fiscal Years, River Place, a
subsidiary partnership, experienced significant losses from operations.

The River Place's long-term debt consists of borrowings under two
loan agreements with the Michigan State Housing Development Authority (the
"Authority") whereby the Authority issued Limited Obligation Revenue Bonds and
loaned the proceeds to River Place Partnership. The loans are nonrecourse and
are collateralized by mortgages on the properties. GRS has committed to purchase
the loans from the Authority if certain events occur. This commitment is
supported by securities pledged as collateral by GRS and a letter of credit from
Sumitomo Bank. The letter of credit issued by Sumitomo Bank securing the bonds
expired on August 1, 1995 and was extended to August 1, 2000. These same bonds
were remarketed on September 1, 1995 and the next remarketing is scheduled for
September 1, 2000. The terms and condition of an agreement, which include an
agreement by GRS to extend the guarantee, not institute foreclosure proceedings
and the replacement of the of the current general partner by an affiliate of
GRS, are currently being reviewed. There has been no assurance that GRS will
enter into an agreement on any of the foregoing terms. In the event of
foreclosure there would be substantial forgiveness of indebtness income since
the carrying value of the property is less than the carrying value of the
mortgage and amount due to debt guarantor. In addition there would be no effect
on liquidity since the mortgage is nonrecourse to River Place.

Unpaid principal and interest during 1995, 1994 and 1993 were paid
by the GRS on behalf of River Place and are included in the Partnership's
Consolidated Balance Sheets under the caption Due to Debt Guarantor. River Place
accrues interest on the amounts paid by GRS at a rate of 15%. The related
interest expense for the 1995 and 1994 fiscal years aggregated $1,860,841 and
$1,537,838, respectively. River Place also did not pay certain fees owed to GRS
totaling $1,740,950 and $1,520,117 at March 31, 1996 and 1995, respectively
which are included in accounts payable.

The subsidiary partnership has expressed to GRS its desire to have
River Place's ownership of the property continue and GRS has indicated a
willingness to accommodate River Place.

River Place was unable to make certain required debt service
payments during the 1995, 1994 and 1993 Fiscal Years and as a result was
declared in default under its obligation and was required to appoint, MIG
Management Services, Inc. ("MMS"), an agent of GRS as manager of the apartments.
It is anticipated that the subsidiary partnership will be unable to make the
required debt service payments in 1996.

The financial statements of River Place have been prepared assuming
that River Place will continue as a going concern. The River Place's
difficulties in generating sufficient cash flow to sustain operations and repay
indebtedness 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. The Partnership's investment in
River Place has been written down to zero by prior year losses. The minority
interest balance was $0 at March 31, 1996 and 1995. The net loss after minority
interest for River Place amounted to approximately $5,166,000, $4,799,000 and
$5,826,000 for the years ended March 31, 1996, 1995 and 1994, respectively, and
its assets aggregated approximately $35,882,000 and $37,697,000 at December 31,
1995 and 1994, respectively.

-34-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 10 - Commitments and Events of Default (continued)

a) Subsidiary Partnerships - Going Concerns (continued)

Jefferson Place L.P.

Jefferson Place, L.P., ("Jefferson Place") has consistently been
unable to generate sufficient cash flow from operations to pay the interest
obligation on its mortgage note payable and has a working capital deficiency and
a net capital deficiency at March 31, 1996. Jefferson Place has, however,
generated cash flows sufficient to cover the cost of operations before payment
of interest on the mortgage note payable. The mortgagee has agreed not to
declare a default under the terms of the mortgage note payable through December
2002. These items raise substantial doubt about the Jefferson Place's ability to
continue as a going concern. The Partnership's investment in Jefferson Place has
been written down to zero by prior year losses. The minority interest balance
was $0 at March 31, 1996 and 1995. The net loss after minority interest for
Jefferson Place amounted to approximately $1,069,000, $1,016,000 and $1,154,000
for the years ended March 31, 1996, 1995 and 1994, respectively, and its assets
aggregated approximately $10,748,000 and $11,303,000 at December 31, 1995 and
1994, respectively.

The terms of the mortgage note payable provide that the difference
between the stated interest rate and the actual interest paid per month is
accrued and added to the principal balance of the note, which requires no
amortization until maturity on October 1, 2021.

Stop 22 Limited Partnership

As of December 31, 1995 Stop 22 Limited Partnership ("Stop 22") had
nine months interest in arrears, totaling $540,000. This constitutes an event
under which the lender may declare the mortgage obligation in default. The
lender and Stop 22 have conducted negotiations to modify the terms and to bring
the mortgage obligation current. The modifications require the approval of the
Special Limited Partner. Failure to successfully conclude such negotiations may
result in the lender declaring the mortgage obligations in default and executing
the lien on the property. This event raises serious questions as to the ability
of Stop 22 to continue as a going concern. The Financial Statements of Stop 22
do not include any adjustments that might result from the outcome of this
uncertainty.

The terms and conditions of the financial agreements tentatively
agreed to between Stop 22 and the lender are summarized as follows:

(a) Interest Rate - The stated of the mortgage obligation would be
reduced from 10% to 9% thereby reducing the corresponding payment rate from 8%
to 7% and the monthly payment form $60,000 to $46,666.

(b) A portion of the cash held in escrow totalling approximately
$360,000 would be used to partially pay debt arrearage (totalling $540,000 as of
the date hereof) with the balance of approximately $180,000 to be paid from the
subsidiary partnership's funds and other funds made available to the subsidiary
partnership by the Guarantors as an Operating Deficit Loan, as such term is
defined in the partnership agreement.

(c) A regulatory agreement will be executed under which the lender
will receive additional rights to overview and monitor the subsidiary
partnership's financial operations.

-35-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 10 - Commitments and Events of Default (continued)

a) Subsidiary Partnerships - Going Concerns (continued)

(d) All other terms and conditions of the subsidiary partnership's
documents as such term is defined in the partnership agreement shall remain in
force and effect.

As of December 31, 1995, such modification had not been approved by
the lender or the partners.

The Partnership's investment in Stop 22 was approximately $673,000
at March 31, 1996. The minority interest balance was $0 at March 31, 1996 and
1995. The net loss after minority interest for this subsidiary partnership
amounted to approximately $424,000, $446,000 and $522,000 for the years ended
March 31, 1996, 1995 and 1994, respectively, and its assets aggregated
approximately $10,979,000 and $11,016,000 at December 31, 1995 and 1994.

b) Subsidiary Partnerships - Other

Jefferson Limited Partnership

At December 31, 1995 and 1994 Jefferson Limited Partnership's
("Jefferson") current liabilities exceed its current assets by over $201,000 and
$171,000, respectively. Although this condition could raise substantial doubt
about the Jefferson's ability to continue as a going concern, such doubt is
alleviated as follows:

1. Under the HUD regulatory agreement Jefferson is precluded from
paying, except from surplus cash, certain related party payables
that are included in current liabilities which at December 31, 1995
and 1994 total $141,381 and $118,057, respectively.

2. In addition to the related party payables mentioned above at
December 31, 1995 and 1994, $53,077 and $43,519, respectively, of
current liabilities are to related parties which do not intend to
pursue payment beyond Jefferson's ability to pay.

Accordingly, management believes that Jefferson has the ability to
continue as a going concern for at least one year from December 31, 1995. The
Partnership's investment in Jefferson was approximately $1,073,000 and
$1,219,000 at March 31, 1996 and 1995, respectively. The minority interest
balance was $0 at March 31, 1996 and 1995. The net loss after minority interest
for Jefferson amounted to approximately $146,000, $141,000 and $150,000 for the
years ended March 31, 1996, 1995, and 1994, respectively, and its assets
aggregated approximately $2,842,000 and $2,958,000 at December 31, 1995 and
1994, respectively.

Leases

Four of the subsidiary partnerships are leasing the land on which
the Projects are located, for terms ranging from 28 to 99 years. At December 31,
1995, the subsidiary partnerships were committed to minimum future annual
rentals on the noncancelable leases aggregating $155,130 for each of the next
five years, and $4,803,814 in total thereafter.

-36-

LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

NOTE 10 - Commitments and Events of Default (continued)


c) 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 31, 1996, uninsured cash and
cash equivalents approximated $6,603,000.

d) 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 20% 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.

In order for certain subsidiaries to qualify for the Section 421A
Program, and the Inclusionary Zoning Program they are subject to certain
requirements by local authorities as to the level of rent that may be charged to
tenants, the tenants' incomes, the obligation to operate the property in
accordance with rent stabilization guidelines, and restrictions on the rate at
which housing units may be released from such guidelines.

Also, certain subsidiary partnerships obtain grants from local
authorities to fund construction costs of the properties and in order to qualify
must maintain the low-income nature of the property, among other provisions.

e) Tax Credits

A portion of the low-income housing tax credits are subject to
recapture in future years if (i) the partnership ceases to meet qualification
requirements, (ii) there is a decrease in the qualified basis of the Projects,
or (iii) there is a reduction in the taxpayer's interest in the Project at any
time during the 15-year Compliance Period that began with the first tax year of
the credit period. None of the Local Partnerships in which the Partnership has
acquired an interest has suffered an event of recapture.

During Fiscal Years 1995, 1994 and 1993, the Partnership generated
low-income housing tax credits of approximately $19,673,000, $19,765,000 and
$19,766,000, respectively.



-37-


Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None


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.
Certain information concerning the directors and executive officers of the
General Partners are set forth below.

Related Credit Properties III Inc., general partner of Related Credit Properties
III L.P. (the "Related General Partner")

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


STEPHEN M. ROSS, 56, is a Director of the general partner 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 general
partner of the Related General Partner. Mr. Fried is the sole shareholder of one
of the general partners of Related Capital Company ("Capital"), a real estate
finance and acquisition affiliate of the Related General Partner. In that
capacity, he is the chief executive officer 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.

-38-


ALAN P. HIRMES, 41, is a Senior Vice President of the general partner
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 Vice President of the general partner 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.

LAWRENCE J. LIPTON, 40, is Treasurer and an Assistant Vice President of
the general partner 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 form 1987 to 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 an Assistant Vice President of the general
partner 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 to 1985 and Arthur Young from
1975 to 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 general partner 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.






















-39-


Liberty GP III Inc.

Name Position

Paul L. Abbott Chairman of the Board, President and Chief
Executive Officer

Donald E. Petrow Vice President and Chief Financial Officer

Donald Haber Vice President


PAUL L. ABBOTT, 50, is an Executive Vice President of Lehman and
President and a Director of the Liberty General Partner. Mr. Abbott joined
Shearson 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 senior officer of a privately held
company specializing in the syndication of private real estate limited
partnerships. From 1974 through 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.

DONALD E. PETROW, 39, is a First Vice President of Lehman and Vice
President of the Liberty General Partner. From March 1989, he has been
responsible for the investment management of various investment portfolios,
including but not limited to, federal insured mortgages, residential real
estate, broadcasting and energy. From November 1981 to February 1989, Mr.
Petrow, as a Vice President of Lehman, was involved in investment banking
activities relating to partnership finance and acquisition. 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 Lehman and Vice President of
the Liberty General Partner, a position he has held since September 1991. Mr.
Haber joined Lehman in 1989 as an Assistant 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.



-40-


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 the director
or officers of the General Partners for their services. 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.

Under the terms of the Partnership Agreement, 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 are entitled to 1% of all cash distributions
and Tax Credit allocations and a subordinated 15% interest in Net Sales or
Refinancing Proceeds. See Note 8 to the Financial Statements in Item 8 for a
presentation of the types and amounts of compensation paid to the General
Partners and their affiliates, which information is incorporated herein by
reference thereto. Tabular information concerning salaries, bonuses and other
types of compensation payable to executive officers have 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.



Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class
- - -------------- -------------------- -------------------- --------


General Partnership Related Credit Properties $500 capital contribution - 49%
Interest in the Partnership III L.P. directly owned
625 Madison Avenue
New York, NY 10022

Liberty GP III, Inc. $500 capital contribution - 49%
Lehman Plaza directly owned
3 World Financial Center
New York, NY 10035

Liberty Associates IV L.P. $1,000 capital contribution - 2%
625 Madison Avenue directly owned
New York, NY 10022


Liberty Associates IV L.P. holds a 1% limited partnership interest in
each Local Partnership.

No person is known by the Partnership to be the beneficial owner of
more than 5% percent of the Limited Partnership Interests and/or the BACs; and
neither General Partner nor any director or executive officer of either General
Partner owns any Limited Partnership Interests or BACs.


Item 13. Certain Relationships and Related Transactions.

The Partnership has and will continue to have certain relationships
with the General Partners and its affiliates, as discussed in Item 11 and also
Note 8 to the Financial Statements in Item 8, which is incorporated herein by
reference thereto. However, there have been no direct financial transactions
between the Partnership and the directors and executive officers of the General
Partners.


-41-


PART IV


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



Sequential
Page
----------

(a) 1. Financial Statements

Independent Auditors' Report 18

Consolidated Balance Sheets at March 31, 1996 and 1995 182

Consolidated Statements of Operations for the years ended March
31, 1996, 1995 and 1994 183

Consolidated Statements of Changes in Partners' Capital for the years
ended March 31, 1996, 1995 and 1994 184

Consolidated Statements of Cash Flows for the years ended March
31, 1996, 1995 and 1994 185

Notes to Consolidated Financial Statements 187

(a) 2. Financial Statement Schedules

Independent Auditors' Report 209

Schedule I - Condensed Financial Information of Registrant 210

Schedule III - Real Estate and Accumulated Depreciation 213

All other schedules have been omitted because they are not required or
because the required information is contained in the financial
statements or notes thereto.



-42-


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



Sequential
Page
----------

(a)3. Exhibits

(3A) Form of Amended and Restated Agreement of Limited
Partnership of Liberty Tax Credit Plus III L.P. (attached to
Prospectus as Exhibit A)**

(3B) Certificate of Limited Partnership of Liberty Tax Credit Plus III L.P.,
together with amendments filed on November 17, 1988**

(4) Form of Subscription Agreement (attached to Prospectus as
Exhibit B)

(10A) Escrow Agreement between Registrant and Bankers Trust
Company**

(10B) Forms of Purchase Agreements for purchase of Local
Partnership Interests**

(22) Subsidiaries of the Registrant 221

(27) Financial Data Schedule (filed herewith) 223

**Incorporated herein by reference to exhibits filed with
Pre-Effective Amendment No. 1 to Liberty Tax
Credit Plus III L.P.'s Registration Statement on Form S-11
(Registration No. 33-25732)

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter.




-43-

SIGNATURES

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


LIBERTY TAX CREDIT PLUS III L.P.
(Registrant)


By: RELATED CREDIT PROPERTIES III L.P.
a General Partner


By: RELATED CREDIT PROPERTIES III INC.
a General Partner therein



Date: June 28, 1996 By: /s/ J. Michael Fried
---------------------------------
J. Michael Fried
President and Director (principal
executive officer)


By: Liberty GP III, Inc.
a General Partner



Date: June 28, 1996 By: /s/ Paul L. Abbott
-------------------------------------
Paul L. Abbott
Chairman of the Board, President
and Chief Executive Officer





-44-


Pursuant to the requirements of the 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:




Signature Title Date
- - ---------------------------- ------------------------------------------------- -------------

President, Chief Executive Officer (principal
executive officer) and Director of Related Credit
Properties III Inc., general partner of Related
/s/ J. Michael Fried Credit Properties III, L.P. (a General Partner
- - ---------------------------- of Registrant) June 28, 1996
J. Michael Fried


/s/ Lawrence J. Lipton Treasurer (principal financial and accounting
- - ---------------------------- officer) of Related Credit Properties III, Inc. June 28, 1996
Lawrence J. Lipton

Director of Related Credit Properties III, Inc.,
/s/ Stephen M. Ross general partner of Related Credit Properties III,
- - ---------------------------- L.P. (a General Partner of Registrant) June 28, 1996
Stephen M. Ross

Chairman of the Board, President, Chief
/s/ Paul L. Abbott Executive Officer (principal executive officer),
- - ---------------------------- and Director of Liberty GP III, Inc. June 28, 1996
Paul L. Abbott



-45-



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



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

To the Partners of
Liberty Tax Credit Plus III L.P. and Subsidiaries
(A Delaware Limited Partnership)

In connection with our audits of the consolidated financial statements of
Liberty Tax Credit Plus III L.P. and Subsidiaries (a Delaware Limited
Partnership) included in the Form 10-K as presented in our opinion dated June
24, 1996 on pages 18 and 19, 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, 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 consolidated financial statements include the
financial statements of three subsidiary partnerships with significant
contingencies and uncertainties. The financial statements of these
subsidiary partnerships were prepared assuming that each will continue as a
going concern. These subsidiary partnerships have been unable to generate
sufficient cash flow to pay their mortgage obligations. The three subsidiary
partnerships' net losses after minority interests aggregated approximately
$6,659,000 (Fiscal 1995), $6,261,000 (Fiscal 1994) and $7,502,000 (Fiscal
1993) and their assets aggregated approximately $57,609,000 and $60,017,000
at March 31, 1996 and 1995, respectively. The accompanying consolidated
financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

[Signature of TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR & WEINBERG, LLP]

TRIEN, ROSENBERG, FELIX,
ROSENBERG, BARR & WEINBERG, LLP
New York, New York
June 24, 1996




LIBERTY TAX CREDIT PLUS III L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT






Summarized condensed financial information of registrant (not including
consolidated subsidiary partnerships)



CONDENSED BALANCE SHEETS


ASSETS

March 31
----------------------------
1996 1995
------------ ------------

Cash and cash equivalents $ 4,492,602 $ 3,816,513
Cash held in escrow 1,886,768 2,938,615
Investment in subsidiary partnerships 62,820,499 70,174,991
Other assets 245,466 297,814
------------ ------------

Total assets $ 69,445,335 $ 77,227,933
============ ============



LIABILITIES AND PARTNERS' EQUITY



Due to general partner and affiliates $ 1,958,583 $ 1,190,607
Other liabilities 2,893 0
------------ ------------

Total liabilities 1,961,476 1,190,607

Partners' equity 67,483,859 76,037,326
------------ ------------

Total liabilities and partners' equity $ 69,445,335 $ 77,227,933
============ ============

Investments in subsidiary partnerships are recorded in accordance with the
equity method of accounting, under which investments are not reduced below zero.
Accordingly, partners' equity on the consolidated balance sheet will differ from
partners' equity shown above.


-1-





LIBERTY TAX CREDIT PLUS III L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF OPERATIONS



Year Ended March 31
---------------------------------------
1996 1995 1994
----------- ----------- -----------
Revenues
Other income $141,845 $171,729 $71,139
----------- ----------- -----------
Total Revenues $141,845 $171,729 $71,139
----------- ----------- -----------
Expenses
General and administrative 227,513 239,942 261,958
General and administrative-related
parties 924,662 1,232,898 589,939
Amortization 0 5,000 10,000
----------- ----------- -----------
Total Expenses 1,152,175 1,477,840 861,897
----------- ----------- -----------
Loss from operations (1,010,330) (1,306,111) (790,758)
----------- ----------- -----------
Distribution income of subsidiary
partnerships in excess of investments 2,681 0 0

Equity in loss of subsidiary
partnerships (7,545,818) (7,130,614) (7,939,361)
----------- ----------- -----------
Net loss $(8,553,467) $(8,436,725) $(8,730,119)
----------- ----------- -----------

-2-

LIBERTY TAX CREDIT PLUS III L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

Year Ended March 31
---------------------------------------
1996 1995* 1994*
----------- ----------- -----------
Cash flows from operating activities:

Net loss $(8,553,467) $(8,436,725) $(8,730,119)
----------- ----------- -----------

Adjustments to reconcile net loss to net cash
(used in) operating activities:
Amortization 0 5,000 10,000
Decrease (increase) in other assets 52,348 (52,349) 99,366
Decrease in cash held in escrow 672,600 0 0
Increase (decrease) in liabilities
Due to general partners and affiliates 767,976 963,973 73,563
Other liabilities 2,893 (21,409) 17,060
----------- ----------- -----------
Total adjustment 1,495,817 895,215 199,989
----------- ----------- -----------
Net cash (used in) operating
activities (7,057,650) (7,541,510) (8,530,130)
----------- ----------- -----------
Cash flows from investing activities:
Equity in loss of subsidiary
partnerships 7,545,818 7,130,614 7,939,361
Distributions from subsidiary
partnerships 187,921 112,579 71,311
Investments in subsidiary
partnerships (379,247) (707,599) (3,088,582)
Decrease in deferred costs 0 207,787
Decrease in cash held in escrow-
purchase price payments 379,247 0 2,479,828
----------- ----------- -----------
Net cash provided by investing
activities 7,733,739 6,535,594 7,609,705
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents 676,089 (1,005,916) (920,425)
Cash and cash equivalents, beginning
of year 3,816,513 4,822,429 5,742,854
----------- ----------- -----------

Cash and cash equivalents, end of year $4,492,602 $3,816,513 $4,822,429
----------- ----------- -----------

*Reclassified for comparative purposes.

-3-


LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31, 1996



Initial Cost to Costs Gross Amount at which Carried
Partnership Capitalized At Close of Period
Carrying ------------------------- Subsequent to -----------------------------------
Amount of Buildings and Acquisition: Buildings and
Description Mortgages Land Improvements Improvements Land Improvements Total
- - --------------------------- --------- ---------- ------------ ----------- --------- ------------ ----------

C.V. Bronx Associates, L.P. $ 0 $1,705,800 $ 0 $ 4,244,915 $1,439,504 $4,511,211 $5,950,715
Bronx, NY
Michigan Rural Housing 4,737,024 141,930 4,013,207 1,898,120 148,716 5,904,541 6,053,257
Limited Partnership
Michigan
Jefferson Limited 1,375,991 65,000 3,289,429 50,806 71,786 3,333,449 3,405,235
Partnership
Schreveport, LA
Inter-Tribal Indian Village 1,656,275 36,643 3,290,524 77,549 43,429 3,361,287 3,404,716
Housing Development
Associates, L.P.
Providence, RI
RBM Associates 975,000 0 1,590,733 72,853 6,786 1,656,800 1,663,586
Philadelphia, PA
Glenbrook Associates 1,658,126 137,000 2,833,081 123,724 143,786 2,950,019 3,093,805
Atglen, PA
Affordable Flatbush Associates 1,683,627 0 2,551,365 170,036 6,787 2,714,614 2,721,401
Brooklyn, NY
Barclay Village II, LTD. 2,759,662 204,825 3,249,918 466,550 211,611 3,709,682 3,921,293
Chambersburg, PA
1850 Second Avenue 0 920,472 6,262,968 (54,340) 392,457 6,736,643 7,129,100
Associates, L.P.
New York, NY
R.P.P. Limited Dividend 32,000,000 0 29,051,380 14,577,181 6,786 43,621,775 43,628,561
Housing
Detroit, MI


(RESTUB-TABLE CONTINUED FROM ABOVE)



Life on Which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed (c)(d)
- - --------------------------- ------------- ---------- -------- ---------------

C.V. Bronx Associates, L.P. $ 718,496 1990 June 1989 15-27.5 years
Bronx, NY
Michigan Rural Housing 1,292,432 1989 Sept. 1989 27.5 years
Limited Partnership
Michigan
Jefferson Limited 642,639 1990 Dec. 1989 27.5 years
Partnership
Schreveport, LA
Inter-Tribal Indian Village 751,994 1989 Oct. 1989 27.5 years
Housing Development
Associates, L.P.
Providence, RI
RBM Associates 218,470 1989 Dec. 1989 40 years
Philadelphia, PA
Glenbrook Associates 593,807 1989 Nov. 1989 27.5 years
Atglen, PA
Affordable Flatbush Associates 612,367 1989 Dec. 1989 27.5 years
Brooklyn, NY
Barclay Village II, LTD. 835,579 1989 Nov. 1989 27.5 years
Chambersburg, PA
1850 Second Avenue 1,309,127 1989 Nov. 1989 27.5 years
Associates, L.P.
New York, NY
R.P.P. Limited Dividend 9,478,091 1989 Nov. 1989 27-31 years
Housing
Detroit, MI



(TABLE - CONTINUED)



Initial Cost to Costs Gross Amount at which Carried
Partnership Capitalized At Close of Period
Carrying ------------------------- Subsequent to -----------------------------------
Amount of Buildings and Acquisition: Buildings and
Description Mortgages Land Improvements Improvements Land Improvements Total
- - --------------------------- --------- ---------- ------------ ----------- --------- ------------ ----------

Williamsburg Residential 1,525,655 358,305 2,713,872 68,613 362,484 2,778,306 3,140,790
II, L.P.
Witchita, KS
West 104th Street 0 0 0 3,008,768 6,787 3,001,981 3,008,768
Associates, L.P.
New York, NY
Meredith Apartments, LTD. 658,571 40,000 1,500,117 17,587 46,787 1,510,917 1,557,704
Salt Lake City, UT
Ritz Apartments, LTD. 320,647 59,760 592,704 77,291 66,547 663,208 729,755
Salt Lake City, UT
Ashby Apartments, LTD. 320,524 50,850 549,611 122,886 57,637 665,710 723,347
Salt Lake City, UT
South Toledo Associates, 849,711 47,571 1,411,386 44,416 51,677 1,451,696 1,503,373
LTD.
Toledo, OH
Dunlap School Venture 2,486,852 5,352 4,522,721 145,358 9,458 4,663,973 4,673,431
Philadelphia, PA
Philipsburg Elderly Housing 3,336,504 45,000 4,092,500 366,272 68,101 4,435,671 4,503,772
Associates
Philipsburg, PA
Franklin Elderly Housing 2,398,750 165,000 2,594,447 135,748 169,106 2,726,089 2,895,195
Associates
Franklin, PA
Wade D. Mertz Elderly 3,600,754 65,000 4,234,049 412,492 69,106 4,642,435 4,711,541
Housing Associates
Sharpsville, PA


(RESTUB-TABLE CONTINUED FROM ABOVE)



Life on Which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed (c)(d)
- - --------------------------- ------------- ---------- -------- ---------------

Williamsburg Residential 367,082 1989 Nov. 1989 40 years
II, L.P.
Witchita, KS
West 104th Street 476,933 1990 Dec. 1989 27.5 years
Associates, L.P.
New York, NY
Meredith Apartments, LTD. 326,594 1989 Aug. 1989 27.5 years
Salt Lake City, UT
Ritz Apartments, LTD. 146,109 1989 Aug. 1989 27.5 years
Salt Lake City, UT
Ashby Apartments, LTD. 131,685 1989 Aug. 1989 27.5 years
Salt Lake City, UT
South Toledo Associates, 219,594 1988 Jan. 1990 40 years
LTD.
Toledo, OH
Dunlap School Venture 627,296 1989 Jan. 1990 40 years
Philadelphia, PA
Philipsburg Elderly Housing 1,089,564 1990 Feb. 1990 27.5 years
Associates
Philipsburg, PA
Franklin Elderly Housing 729,133 1989 Feb. 1990 27.5 years
Associates
Franklin, PA
Wade D. Mertz Elderly 1,254,737 1989 Feb. 1990 27.5 years
Housing Associates
Sharpsville, PA




(TABLE - CONTINUED)



Initial Cost to Costs Gross Amount at which Carried
Partnership Capitalized At Close of Period
Carrying ------------------------- Subsequent to -----------------------------------
Amount of Buildings and Acquisition: Buildings and
Description Mortgages Land Improvements Improvements Land Improvements Total
- - --------------------------- --------- ---------- ------------ ----------- --------- ------------ ----------

Lancashire Towers 3,433,142 265,000 6,871,575 318,666 269,106 7,186,135 7,455,241
Associates L.P.
Cleveland, OH
Northwood Associates 2,216,969 200,000 4,065,856 290,312 204,106 4,352,062 4,556,168
Limited Partnership
Toledo, OH
Brewery Renaissance 3,375,000 77,220 102,780 6,149,166 81,326 6,247,840 6,329,166
Associates
Middletown, NY
Brandywine Court 1,439,790 78,000 1,960,262 59,685 82,106 2,015,841 2,097,947
Associates, L.P.
Jacksonville, FL
Art Apartments Associates 1,161,384 13,695 2,713,615 56,237 17,801 2,765,746 2,783,547
Philadelphia, PA
The Village at Carriage 1,475,738 86,663 1,753,799 54,563 90,769 1,804,256 1,895,025
Hills, LTD.
Clinton, TN
Mountainview Apartments, 1,046,459 49,918 1,254,182 52,584 54,024 1,302,660 1,356,684
LTD,
Newport, TN
The Park Village, Limited 381,864 44,102 749,940 65,870 48,208 811,704 859,912
Jackson, MS
River Oaks Apartments, LTD. 1,075,784 80,340 1,221,336 51,117 84,446 1,268,347 1,352,793
Oneonta, AL
Forrest Ridge Apartments, 825,752 36,000 1,016,647 62,385 40,106 1,074,926 1,115,032
LTD.
Forrest City, AR


(RESTUB-TABLE CONTINUED FROM ABOVE)



Life on Which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed (c)(d)
- - --------------------------- ------------- ---------- -------- ---------------

Lancashire Towers 1,547,897 1989 Feb. 1990 27.5 years
Associates L.P.
Cleveland, OH
Northwood Associates 935,630 1989 Feb. 1990 27.5 years
Limited Partnership
Toledo, OH
Brewery Renaissance 1,117,693 1990 Feb. 1990 27.5 years
Associates
Middletown, NY
Brandywine Court 525,774 1988 Nov. 1989 27.5 years
Associates, L.P.
Jacksonville, FL
Art Apartments Associates 556,756 1990 Mar. 1990 27.5 years
Philadelphia, PA
The Village at Carriage 379,804 1990 Mar. 1990 25-40 years
Hills, LTD.
Clinton, TN
Mountainview Apartments, LTD, 300,055 1990 Mar. 1990 25-40 years
Newport, TN
The Park Village, Limited 185,785 1990 Mar. 1990 40 years
Jackson, MS
River Oaks Apartments, LTD. 203,478 1990 Mar. 1990 25-40 years
Oneonta, AL
Forrest Ridge Apartments, LTD. 166,499 1990 Mar. 1990 25-40 years
Forrest City, AR




(TABLE - CONTINUED)



Initial Cost to Costs Gross Amount at which Carried
Partnership Capitalized At Close of Period
Carrying ------------------------- Subsequent to -----------------------------------
Amount of Buildings and Acquisition: Buildings and
Description Mortgages Land Improvements Improvements Land Improvements Total
- - --------------------------- --------- ---------- ------------ ----------- --------- ------------ ----------

The Hearthside Limited 2,952,393 242,550 4,667,594 61,725 246,656 4,725,213 4,971,869
Dividend Housing
Associates Limited
Partnership
Portage, MI
Redemptorist L.P. 2,855,201 0 6,497,259 49,424 4,106 6,542,577 6,546,683
New Orleans, LA
Manhattan A Associates 4,224,156 1,092,959 5,991,888 324,273 1,097,065 6,312,055 7,409,120
New York, NY
Broadhurst Willows, L.P. 0 102,324 5,151,039 39,644 106,430 5,186,577 5,293,007
New York, NY
Weidler Associates Limited 1,272,963 225,000 0 2,161,912 229,106 2,157,806 2,386,912
Partnership
Portland, OR
Gentle Pines/West Columbia 3,668,420 327,650 4,276,739 136,970 331,756 4,409,603 4,741,359
Associates, L.P.
Columbia, SC
Lake Forest Estates II, LTD. 971,513 21,623 1,182,480 45,048 25,729 1,223,422 1,249,151
Livingston, AL
Las Camelias L.P. 6,000,000 249,000 6,400 9,240,637 298,878 9,197,159 9,496,037
Rio Piedras, PR
WPL Associates XIIII 2,274,922 0 3,721,763 173,781 4,106 3,891,438 3,895,544
Portland, OR
Broadway Townhouses L.P. 10,779,295 163,000 5,120,066 14,424,001 167,106 19,539,961 19,707,067
Camden, NJ


(RESTUB-TABLE CONTINUED FROM ABOVE)



Life on Which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed (c)(d)
- - --------------------------- ------------- ---------- -------- ---------------

The Hearthside Limited 1,310,018 1990 Mar. 1990 15-27.5 years
Dividend Housing
Associates Limited
Partnership
Portage, MI
Redemptorist L.P. 1,256,007 1990 Mar. 1990 27.5 years
New Orleans, LA
Manhattan A Associates 1,303,818 1990 Apr. 1990 27.5 years
New York, NY
Broadhurst Willows, L.P. 1,614,253 1990 Apr. 1990 25 years
New York, NY
Weidler Associates Limited 397,273 1990 May 1990 15-27.5 years
Partnership
Portland, OR
Gentle Pines/West Columbia 1,213,114 1990 June 1990 27.5 years
Associates, L.P.
Columbia, SC
Lake Forest Estates II, LTD. 183,979 1990 June 1990 25-40 years
Livingston, AL
Las Camelias L.P. 1,638,317 1990 June 1990 27.5 years
Rio Piedras, PR
WPL Associates XIIII 827,449 1990 July 1990 27.5 years
Portland, OR
Broadway Townhouses L.P. 3,786,489 1990 July 1990 27.5 years
Camden, NJ




(TABLE - CONTINUED)



Initial Cost to Costs Gross Amount at which Carried
Partnership Capitalized At Close of Period
Carrying ------------------------- Subsequent to -----------------------------------
Amount of Buildings and Acquisition: Buildings and
Description Mortgages Land Improvements Improvements Land Improvements Total
- - --------------------------- --------- ---------- ------------ ----------- --------- ------------ ----------

Puerto Rico Historic Zone 4,025,000 0 0 6,478,736 156,842 6,321,894 6,478,736
Limited Dividend
Partnership
San Juan, PR
Citrus Meadows Apartments, 7,350,353 610,073 0 9,377,919 812,609 9,175,383 9,987,992
LTD.
Brandenton, FL
Sartain School Venture 1,967,022 3,883 3,486,875 113,043 7,989 3,595,812 3,603,801
Philadelphia, PA
Driftwood Terrace 7,059,701 270,000 7,753,765 166,514 274,106 7,916,173 8,190,279
Associates, LTD.
Ft. Lauderdale, FL
Holly Hill, LTD. 1,396,050 50,000 1,631,820 92,745 54,106 1,720,459 1,774,565
Greenville, TN
Mayfair Apartments LTD. 1,380,401 50,000 1,614,861 54,747 54,106 1,665,502 1,719,608
Morristown, TN
Foxcroft Apartments 1,252,673 75,000 1,382,973 86,337 79,106 1,465,204 1,544,310
LTD. Troy, AL
Canterbury Apartments, LTD. 1,436,436 33,000 1,738,871 56,072 37,106 1,790,837 1,827,943
Indianola, MS
Cutler Canal III 7,931,617 1,269,265 0 11,933,201 1,273,507 11,928,959 13,202,466
Associates, LTD.
Miami, FL
Jefferson Place L.P. 12,800,000 531,063 13,477,553 44,416 535,169 13,517,863 14,053,032
Olathe, KS
Callaway Village, LTD. 1,410,548 66,000 1,613,920 75,949 70,106 1,685,763 1,755,869
Clinton, TN


(RESTUB-TABLE CONTINUED FROM ABOVE)



Life on Which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed (c)(d)
- - --------------------------- ------------- ---------- -------- ---------------

Puerto Rico Historic Zone 1,016,251 1990 Aug. 1990 27.5 years
Limited Dividend
Partnership
San Juan, PR
Citrus Meadows Apartments, LTD. 1,836,005 1990 July 1990 27.5 years
Brandenton, FL
Sartain School Venture 481,195 1990 Aug. 1990 15-40 years
Philadelphia, PA
Driftwood Terrace 2,549,460 1989 Sept. 1990 27.5 years
Associates, LTD.
Ft. Lauderdale, FL
Holly Hill, LTD. 342,677 1990 Oct. 1990 25-40 years
Greenville, TN
Mayfair Apartments LTD. 251,151 1990 Oct. 1990 25-40 years
Morristown, TN
Foxcroft Apartments 219,498 1990 Oct. 1990 25-40 years
LTD. Troy, AL
Canterbury Apartments, LTD. 275,795 1990 Oct. 1990 25-40 years
Indianola, MS
Cutler Canal III 1,104,517 1990 Oct. 1990 40 years
Associates, LTD.
Miami, FL
Jefferson Place L.P. 3,444,937 1990 Oct. 1990 19 years
Olathe, KS
Callaway Village, LTD. 252,112 1990 Nov. 1990 25-40 years
Clinton, TN




(TABLE - CONTINUED)



Initial Cost to Costs Gross Amount at which Carried
Partnership Capitalized At Close of Period
Carrying ------------------------- Subsequent to -----------------------------------
Amount of Buildings and Acquisition: Buildings and
Description Mortgages Land Improvements Improvements Land Improvements Total
- - --------------------------- --------- ---------- ------------ ----------- --------- ------------ ----------

Commerce Square Apartments 2,895,817 303,837 0 4,785,670 307,943 4,781,564 5,089,507
Associates L.P.
Smyrna, DE
West 132nd Development 1,763,638 0 0 2,770,498 13,106 2,757,392 2,770,498
Partnership
New York, NY
Site H Development Co. 785,589 0 1,346,000 44,416 4,106 1,386,310 1,390,416
Brooklyn, NY
L.I.H. Chestnut Associates, 6,189,619 752,000 693,995 6,252,451 759,229 6,939,217 7,698,446
L.P.
Philadelphia, PA
Diamond Phase II Venture 1,899,222 0 0 3,989,774 22,081 3,967,693 3,989,774
Philadelphia, PA
Bookbindery Associates 1,532,485 0 0 3,841,162 29,105 3,812,057 3,841,162
Philadelphia, PA
The Hamlet, LTD. 8,146,693 1,180,482 0 13,320,486 1,184,587 13,316,381 14,500,968
Boynton, FL
Stop 22 Limited Partnership 8,411,424 0 4,025,481 6,847,588 216,918 10,656,151 10,873,069
Santurce, PR
Knob Hill Apartments, LTD. 1,482,851 75,085 0 1,822,528 79,190 1,818,423 1,897,613
Greenville, TN


(RESTUB-TABLE CONTINUED FROM ABOVE)



Life on Which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed (c)(d)
- - --------------------------- ------------- ---------- -------- ---------------

Commerce Square Apartments 511,484 1990 Dec. 1990 27.5-40 years
Associates L.P.
Smyrna, DE
West 132nd Development 339,763 1990 Dec. 1990 40 years
Partnership
New York, NY
Site H Development Co. 301,547 1990 Dec. 1990 27.5 years
Brooklyn, NY
L.I.H. Chestnut Associates, 901,520 1990 Dec. 1990 35 years
L.P.
Philadelphia, PA
Diamond Phase II Venture 426,820 1990 Dec. 1990 40 years
Philadelphia, PA
Bookbindery Associates 415,238 1990 Dec. 1990 40 years
Philadelphia, PA
The Hamlet, LTD. 2,110,235 1990 Dec. 1990 27.5 years
Boynton, FL
Stop 22 Limited Partnership 1,752,488 1990 Dec. 1990 27.5-31.5 years
Santurce, PR
Knob Hill Apartments, LTD. 248,147 1990 Dec. 1990 40 years
Greenville, TN




(TABLE - CONTINUED)



Initial Cost to Costs Gross Amount at which Carried
Partnership Capitalized At Close of Period
Carrying ------------------------- Subsequent to -----------------------------------
Amount of Buildings and Acquisition: Buildings and
Description Mortgages Land Improvements Improvements Land Improvements Total
- - --------------------------- --------- ---------- ------------ ----------- --------- ------------ ----------


Conifer James Street 2,551,107 57,034 0 4,430,532 61,139 4,426,427 4,487,566
Associates
Syracuse, NY
Longfellow Heights 4,161,430 0 7,739,692 194,108 204 7,933,596 7,933,800
Apartments, L.P.
Kansas City, MO
------------ ----------- ------------ ------------ ----------- ------------ ------------
$201,604,094 $12,730,274 $183,175,038 $136,623,717 $12,894,634 $319,634,395 $332,529,029
============ =========== ============ ============ =========== ============ ============


(RESTUB-TABLE CONTINUED FROM ABOVE)



Life on Which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed (c)(d)
- - --------------------------- ------------- ---------- -------- ---------------


Conifer James Street 785,057 1990 Dec. 1990 15-27.5 years
Associates
Syracuse, NY
Longfellow Heights 976,309 1991 Mar. 1991 40 years
Apartments, L.P. -----------
Kansas City, MO
$61,814,023
===========


(a) Properties are subject to mortgage notes as shown below
(b) This amount reflects construction note payable
(c) Personal property is depreciated primarily by the straight line method over
the estimated useful life ranging from 5 to 10 years
(d) Since all properties were acquired as operating properties, depreciation is
computed using primarily the straight line method over the estimated useful
life determined by the Partnership date of acquisition.






LIBERTY TAX CREDIT PLUS III L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31, 1996




Cost of Property and Equipment Accumulated Depreciation
------------------------------ ------------------------
Year Ended March 31,
------------------------------------------------------------------------------------------
1996 1995 1994 1996 1995 1994
------------ ------------ ------------- ------------ ----------- -----------

Balance at beginning of period $331,283,225 $330,297,974 $328,960,769 $49,956,736 $38,402,455 $26,799,101
Additions during period:
Improvements 1,290,504 1,003,595 1,409,856
Depreciation expense 11,885,729 11,565,888 11,648,794
Reductions during period:
Dispositions 44,700 18,344 72,651 28,442 11,607 45,440
------------ ------------ ------------- ------------ ----------- -----------
Balance at end of period $332,529,029 $331,283,225 $330,297,974 $61,814,023 $49,956,736 $38,402,455
============ ============ ============= =========== =========== ===========


At the time the local partnerships were acquired by Liberty Tax Credit Plus III
L.P., the entire purchase price paid by Liberty Tax Credit Plus III L.P. 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.