EXHIBIT 13

                           GRIFFIN REAL ESTATE FUND-V,
                              A LIMITED PARTNERSHIP

             FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
                      INCLUDED IN ANNUAL REPORT (FORM 10-K)

              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                TABLE OF CONTENTS
                                                                           Page

Independent Auditor's Report..............................................  1

Balance Sheets, December 31, 1996 and 1995................................  2

Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994..........................................  3

Statements of Cash Flows for the Years
Ended December 31, 1996, 1995 and 1994....................................  4

Statements of Changes in Partners' Equity (Deficit)
for the Years Ended December 31, 1996, 1995 and 1994......................  5

Notes to Financial Statements............................................. 6-12

Financial Statement Schedules.............................................  12

       III  Real Estate and Accumulated Depreciation,
            December 31, 1996.............................................. 12


      All schedules other than those indicated in the Table of Contents have
      been omitted as the required information is inapplicable or the
      information is presented in the financial statements or related notes.



                          INDEPENDENT AUDITOR'S REPORT


Griffin Real Estate Fund-V,
A Limited Partnership
Minneapolis, Minnesota

We have audited the accompanying balance sheets of Griffin Real Estate Fund-V, A
Limited Partnership, as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity (deficit), and cash flows
for each of the years in the three-year period ended December 31, 1996. Our
audits also included the financial statement schedules listed in the table of
contents at Exhibit 13. These financial statements and financial statement
schedules 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
resonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statments. An audit also includes
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 Griffin Real Estate Fund-V, A
Limited Partnership, as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1996 in conformity with generally accepted accounting
principles. Also, in our opinion, the financial statement schedules, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.



                                              LARSON, ALLEN, WEISHAIR & CO., LLP



Minneapolis, Minnesota
March 14, 1997



                           GRIFFIN REAL ESTATE FUND-V,
                              A LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995


                                               1996                    1995
                                               ----                    ----
ASSETS

Cash and cash equivalents                 $   450,906            $    501,306
Escrow deposits                               200,490                 266,823
Receivables and other assets                   41,527                  43,091
                                           ----------              ----------
   Total                                      692,923                 811,220
                                           ----------              ----------

PROPERTY AND EQUIPMENT:
Land                                        3,046,000               3,046,000
Buildings and improvements                 17,646,870              17,088,531
Furniture and equipment                     1,592,170               1,587,926
                                           ----------              ----------
   Total                                   22,285,040              21,722,457
Less accumulated depreciation               8,325,543               7,594,027
                                           ----------              ----------
   Property and equipment - net            13,959,497              14,128,430
                                           ----------              ----------

Deferred expenses (net of accumulated
   amortization - 1996, $212,916;
   1995, $170,189)                            219,172                 261,898
                                           ----------              ----------

   TOTAL ASSETS                           $14,871,592            $ 15,201,548
                                          ===========              ==========


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

LIABILITIES:
Accounts payable:
   Affiliate                              $     4,129            $     23,438
   Other                                       64,217                  88,828
Security deposits                             125,235                 117,687
Accrued expenses:
   Real estate taxes                          156,023                  97,737
   Interest                                    78,245                  79,716
Mortgage notes payable                     13,025,497              13,171,774
                                           ----------              ----------

   TOTAL LIABILITIES                       13,453,346              13,579,180
                                           ----------              ----------

PARTNERS' EQUITY (DEFICIT):
General Partner                              (210,793)               (208,891)
Limited Partners                            1,629,039               1,831,259
                                            ----------             ----------
   Total Partners' Equity (Deficit)         1,418,246               1,622,368
                                            ----------             ----------

TOTAL LIABILITIES AND PARTNERS'
EQUITY (DEFICIT)                          $14,871,592            $ 15,201,548
                                          ===========            ============

See Notes to Financial Statements



                           GRIFFIN REAL ESTATE FUND-V,
                              A LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                            1996           1995         1994
                                            ----           ----         ----
REVENUES:
Rent (less vacancies:
   1996, $303,971; 1995, $183,893;
   1994, $174,401)                       $ 4,095,552    $4,042,288  $ 3,841,246
Interest                                      21,615        32,823       46,417
Recognition of deferred revenue                    -       246,635            -
Other                                         80,921        90,263      118,622
                                          ----------     ---------    ---------
   Total Revenues                          4,198,088     4,412,009    4,006,285
                                          ----------     ---------    ---------

EXPENSES:
Interest                                   1,136,293     1,307,610    1,052,718
Depreciation and amortization                774,243       747,572      717,988
Property valuation benefit                         -             -     (238,000)
Real estate taxes                            292,829       265,812       286,833
Repairs and maintenance                      659,340       670,600       650,585
Utilities                                    409,344       374,635       342,870
Salaries and employee benefits               604,706       606,840       574,465
Management fees:
   Related parties                           221,068       222,740       212,246
Administrative                               153,064       181,500       148,142
Insurance                                    107,848        94,854       115,771
Bad debts                                     27,900        64,025        18,569
Other                                          1,702         3,440        12,371
                                          ----------     ---------     ---------
   Total expenses                          4,388,337     4,539,628     3,894,558
                                          ----------     ---------     ---------

NET INCOME (LOSS)                        $  (190,249)  $  (127,619)  $   111,727
                                           ==========   ==========     =========



NET INCOME (LOSS) ALLOCATED
   TO GENERAL PARTNERS                   $    (1,902)  $    (1,276)  $     1,117
                                          ==========    ==========     =========

NET INCOME (LOSS) ALLOCATED
   TO LIMITED PARTNERS                   $  (188,347)  $  (126,343)  $   110,610
                                          ==========    ==========     =========

PER UNIT:
   NET INCOME (LOSS)                     $     (4.92)  $     (3.30)  $      2.89
                                          ==========    ==========     =========

See Notes to Financial Statements


                           GRIFFIN REAL ESTATE FUND-V,
                              A LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                              1996         1995         1994
                                              ----         ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                       $  (190,249)  $   (127,619)  $  111,727
   Adjustments to reconcile net
      income (loss) to net cash
      provided by operating
      activities:
         Recognition of
            deferred revenue                      -       (246,635)           -
Depreciation and
            amortization                    774,243        747,572      717,988
         Note receivable amortization             -         (1,473)     (11,698)
         Reduction in property valuation
            provision                             -              -     (238,000)
         Write-off of notes receivable            -         30,000             -
      Decrease (increase) in:
         Escrow deposits                     66,333         70,728      163,689
         Receivables and other assets         1,564         (1,063)     (13,431)
      Increase (decrease) in:
         Accounts payable                   (43,921)       (19,091)     (84,593)
         Security deposits                    7,548          5,175        9,574
         Accrued expenses                    56,815         19,944      (18,712)
                                         ----------     ----------    ----------
Net cash provided by
   operating activities                     672,333        477,538      636,544
                                         ----------     ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property                    (562,583)      (396,852)    (525,602)
   Proceeds from Note Receivable                   -       310,466            -
                                          ----------    ----------    ----------
Net cash used by
   investing activities                    (562,583)      ( 86,386)    (525,602)
                                          ----------    ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of finance fees                        -      (124,014)          -
   Principal payments on mortgage
      notes payable                        (146,277)       (72,722)    (61,976)
   Redemption of Partnership Units          (13,873)             -      (9,304)
                                          ----------    ----------    ---------
Net cash used by
   financing activities                    (160,150)      (196,736)    (71,280)
                                          ----------    ----------    ---------

INCREASE (DECREASE) IN CASH                 (50,400)       194,416      39,662

CASH AND CASH EQUIVALENTS
   - BEGINNING OF YEAR                      501,306         306,890    267,228
                                         ----------       ---------  ----------
CASH AND CASH EQUIVALENTS
   - END OF YEAR                        $   450,906      $  501,306 $   306,890
                                         ==========       =========  ==========

CASH PAID FOR INTEREST                  $ 1,137,764      $1,283,734 $ 1,036,489
                                         ==========       =========  ==========

SUMMARY OF NON-CASH TRANSACTIONS:
   Proceeds from refinancing of
      mortgage note                     $         -     $ 3,245,000 $         -
   Payoff of mortgage note                        -      (3,056,000)          -
   Loan proceeds paid to
      fund escrows                                -        (189,000)          -
                                         ----------       --------- -----------
                                        $         -     $         - $         -
                                         ==========      ========== ===========

   Discount on note receivable          $         -     $         - $    48,365
   Adjustment of deferred revenue                 -               -     (48,365)
                                         ----------      ----------   ----------
                                        $         -     $         - $          0
                                         ==========      ==========   ==========

See Notes to Financial Statements



                           GRIFFIN REAL ESTATE FUND-V,
                              A LIMITED PARTNERSHIP
               STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                 GENERAL        LIMITED
                                PARTNERS'      PARTNERS'
                                 EQUITY         EQUITY
                               (DEFICIT)       (DEFICIT)         TOTAL
                              -----------     -----------     -----------

PARTNERS' EQUITY (DEFICIT)
   DECEMBER 31, 1993          $  (208,732)    $ 1,856,296     $ 1,647,564

NET INCOME                          1,117         110,610         111,727

REDEMPTION OF TWENTY
   PARTNERSHIP UNITS                 --            (9,304)         (9,304)
                              -----------     -----------     -----------

PARTNERS' EQUITY (DEFICIT)
   DECEMBER 31, 1994             (207,615)      1,957,602       1,749,987

NET LOSS                           (1,276)       (126,343)       (127,619)
                              -----------     -----------     -----------

PARTNERS' EQUITY (DEFICIT)
   DECEMBER 31, 1995             (208,891)      1,831,259       1,622,368

NET LOSS                           (1,902)       (188,347)       (190,249)

REDEMPTION OF THIRTY
   PARTNERSHIP UNITS                 --           (13,873)        (13,873)
                              -----------     -----------     -----------

PARTNERS' EQUITY (DEFICIT)
  DECEMBER 31, 1996           $  (210,793)    $ 1,629,039     $ 1,418,246
                              ===========     ===========     ===========

See Notes to Financial Statements



                           GRIFFIN REAL ESTATE FUND-V,
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1996, 1995 AND 1994

  1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Description of the Partnership - Griffin Real Estate Fund-V, A Limited
        Partnership (the Partnership), was organized under the laws of the State
        of Minnesota. The limited partnership offering terminated on March 4,
        1986, at which time 38,346 units had been sold at a cost of $500 per
        unit. At December 31, 1996 there are 38,346 limited partnership units
        authorized and 38,246 limited partnership units outstanding.

      Sale of Property - Griffin Ravenwood Joint Venture is currently under a
        $3,450,000 purchase agreement dated February 11, 1997 for the sale of
        Ravenwood Apartments. The Partnership's share of this purchase price
        will be $2,415,000. The anticipated closing date of this purchase
        agreement is April 15, 1997. Estimated closing costs of $140,500 are
        associated with this purchase agreement of which the Partnership's
        obligation would be $98,350.

      Statements of Cash Flows - For the purpose of the statements of cash
        flows, the Partnership considers all highly liquid debt instruments with
        an original maturity of three months or less to be cash equivalents.
        Cash and cash equivalents of $450,906 and $501,306 at December 31, 1996
        and 1995 respectively, consist of bank deposits and government money
        market portfolios with banks and are recorded at cost which approximates
        market value. The Partnership places its temporary cash investments with
        high credit quality financial institutions. At times such investments
        may be in excess of the FDIC insurance limit.

      Use of Estimates - The preparation of financial statements in conformity
        with generally accepted accounting principles requires management to
        make estimates and assumptions that affect the reported amounts of
        assets and liabilities and disclosure of contingent assets and
        liabilities at the date of the financial statements. Estimates also
        affect the reported amounts of revenue and expense during the reported
        period. Actual results could differ from those estimates.

      Financial Instruments - The carrying amounts for all financial instruments
        approximates fair value. The carrying amounts for cash, receivables,
        accounts payable and accrued liabilities, and loans payable approximate
        fair value because of the short maturity of these instruments. The fair
        value of long-term debt approximates the current rates at which the
        Partnership could borrow funds with similar remaining maturities.

      Properties and Depreciation - Properties are stated at cost including
        capitalized acquisition fees and are depreciated using a straight-line
        method over the estimated useful lives of the related assets (buildings,
        25 years; land improvements, 10-15 years; furnishings and equipment, 5
        years). For income tax purposes, the Partnership depreciates the
        buildings over 15 to 19 years using the Accelerated Cost Recovery
        System. Building improvements made subsequent to January 1, 1987 are
        depreciated over 27.5 years using the Modified Cost Recovery System for
        tax purposes.

      Escrow Deposits - The escrow deposits consist of funds held for future
        payment of real estate taxes, insurance premiums and replacement
        reserves for major expenditures.

      Leases - Apartment leases are generally renewable on a six month to one
        year basis.

      Deferred Expenses - These are primarily financing costs and are amortized
        over the term of the related debt on a straight-line basis.

      Offering Costs - Expenses incurred in connection with the registration and
        offering of the partnership units syndication costs, including selling
        commissions and advertising, are recorded as a reduction of Partners'
        Equity. Such costs are not deductible for income tax purposes by the
        Partnership nor its partners.

      Income Taxes - The financial statements of the Partnership do not include
        a provision for income taxes as the income and losses of the Partnership
        are allocated to the individual partners for inclusion in their income
        tax returns.

      Net Income (Loss) Per Limited Partnership Unit - The net income (loss) per
        limited partnership unit is computed by dividing the net income (loss)
        allocated to limited partners by the weighted average number of limited
        partnership units outstanding during the year.


  2.  ORGANIZATION

      The Partnership was formed by the General Partner, Griffin Equity
        Partners, a Minnesota Partnership, and Guardian Investment Corporation,
        a Minnesota Corporation, to acquire existing, income-producing real
        properties for rental purposes. The General Partner is not required to
        make any capital contributions to the Partnership.

      The Limited Partnership Agreement and Certificate of Limited Partnership
        (Partnership Agreement) contains certain provisions, among others,
        described as follows:

         .      The management and general responsibility of operating the
                Partnership business shall be vested exclusively in the General
                Partner.

         .      Profits and losses, other than from refinancing or from the sale
                of Partnership properties, are allocated 99% to the limited
                partners and 1% to the General Partner.

         .      Cash flow distributions, other than from refinancing or from the
                sale of Partnership properties, are allocated 95% to the limited
                partners and 5% to the General Partner.

         .      Net proceeds from refinancing or from the sale of property other
                than upon liquidation, less any necessary liability reserves or
                debt payments, will be distributed in the following order
                subject to the General Partner receiving at least 1% of the
                distributions:

                  ..       First, to the limited partners to the extent that
                           prior distributions are less than the original
                           capital contribution plus 6% per annum (as defined in
                           the Partnership Agreement);

                  ..       Second, any unpaid real estate commissions due to the
                           General Partner on the resale of the Partnership
                           properties;

         ..     Third, any remaining balance, 85% to the limited partners and
                15% to the General Partner.

         .      The Partnership will terminate on December 31, 2025 or earlier
                upon the sale of substantially all of the properties or the
                occurrence of certain other events as stated in the Partnership
                Agreement.

  3.  MORTGAGE NOTES PAYABLE

      Mortgage notes payable consist of the following at December 31:

<TABLE>
<CAPTION>
                                                                    1996               1995
                                                                    ----               ----
     <S>                                                        <C>               <C>
      Mortgage note (Country Club Apartments)
         monthly installments of principal and
        interest (7.936% at December 31, 1996)
         due November 1, 2005                                   $ 3,198,357        $ 3,241,552
      Mortgage note (Savannah Oaks Apartments)
         monthly installments of principal and
         interest (9.25% at December 31, 1996)
         due February 15, 2000                                    4,295,712          4,344,294
      Mortgage note (Desert Pines Apartments),
         varying monthly installments of principal
         and interest (8.37% at December 31, 1996)
         due October 1998                                         3,407,907          3,445,827
      Mortgage Note (Ravenwood Apartments)
         monthly installments of principal and interest
         (9.475% at December 31, 1996), due January 2004.
         The Partnership's share of the debt
         is 70% (See note 9)                                      2,123,521          2,140,101
                                                                -----------        -----------

      Total mortgage notes payable                              $13,025,497        $13,171,774
                                                                ===========        ===========
</TABLE>

      All property is pledged as collateral to the mortgage notes payable.
Future principal maturities are as follows:

         1997                                              $   165,135
         1998                                                3,490,524
         1999                                                  141,050
         2000                                                4,203,620
         2001                                                   90,871
         Later                                               4,934,297
                                                            ----------

            Total                                          $13,025,497

      On October 24, 1995, the Partnership refinanced Country Club Apartments.
        The refinanced loan of $3,245,000 requires monthly installments of
        principal and interest ($24,908 beginning December 1, 1995) with
        payments based on a fixed interest rate of 7.936% until it matures on
        November 1, 2005. This loan is subject to a yield maintenance prepayment
        penalty with a minimum 1% prepayment penalty until the final 90 days of
        the loan, at which time there is no penalty.

      On June 16, 1995 the Savannah Oaks Mortgage note was modified for the
        third time to allow interest only payments of $40,951 at 11.2625%
        through July 15, 1995 at which time the interest rate was changed to
        9.25%. On August 15, 1995, a new monthly payment of principal and
        interest of $37,367 began and continues to the new maturity date of
        February 15, 2000. All cash flow after payment of normal operating
        expenses and debt service were placed in an escrow account for future
        capital improvements as a result of Savannah Oaks second mortgage note
        modification during January 1993.

      On December 9, 1993, the Partnership refinanced Ravenwood Apartments. The
        refinanced loan of $3,105,500 requires monthly installments of principal
        and interest of $20,870 beginning February 1, 1994 with possible
        interest rate adjustments every six months limited to 1% per adjustment
        date, due 2004. (The Partnership share of the debt is 70% -see note 9).

      All of the above debt is non-recourse to the individual partners.

  4.  FORECLOSURE

      In September 1991, a foreclosure action in relation to Lantern Square
        Apartments was commenced against the Partnership by the second mortgage
        holder. An agreement was reached whereby the Partnership transferred
        title to the property and was relieved of all liabilities related to the
        property. In addition, the Partnership received a note receivable from
        the second mortgage holder for $354,000 secured by a mortgage on the
        property. The note called for interest to accrue at 2% from October 1,
        1991 through October 1, 1993, with such interest to be added to the
        principal balance. Thereafter, the Partnership was to receive monthly
        interest only payments at varying rates until the note matured on June
        20, 1995. This note was discounted at December 31, 1994 and 1993 to
        $246,635 and $295,000, respectively, to reflect prevailing market
        interest rates. Amortization of $1,473 and $11,698 was included in
        interest income at December 31, 1995 and 1994 respectively. The
        foreclosure resulted in $295,000 of deferred revenue and an
        extraordinary loss of $72,488.

      During January, 1995, the Partnership received payment on this note
        receivable. Due to the note repayment prior to the maturity date, a
        discount of $48,365 was given. The note receivable balance and the
        related deferred revenue at December 31, 1994 reflects this discount.
        Deferred revenue in the amount of $246,635 has been recognized in 1995.

  5.  VALUATION ALLOWANCE

      As of December 31, 1996 and 1995, no valuation allowance has been recorded
        on any of the Partnership's real property investments. A property
        valuation benefit of $238,000 were recorded at December 31, 1994 related
        to management's reduction of the allowance. The valuation allowance is
        the difference between the net book value of the property and an
        estimated sales value (net of sales costs). Upon analysis, no allowance
        was considered necessary at December 31, 1996 and 1995.

  6.  RELATED PARTY TRANSACTIONS

      The partners of Griffin Equity Partners and the shareholder of Guardian
        Investment Corporation, the general partners of the Partnership, are
        also owners and employees of Griffin Companies, a Minnesota corporation.
        Accounts payable affiliates consists of unpaid management fees to and
        advances from Griffin Companies. The following is a summary of
        approximate fees incurred for the years ended December 31:

<TABLE>
<CAPTION>

                                                           1996                  1995               1994
                                                           ----                  ----               ----

<S>                                                       <C>                 <C>                <C>
      Property management fees                            $   221,068          $   222,740        $   212,246
      Major improvement
         supervisory fees                                      83,307               78,018             76,680



  7.  PARTNERS' EQUITY (DEFICIT) RECONCILIATION
                                                           1996                  1995                1994
                                                           ----                  ----                ----

      Equity per financial statements                     $ 1,418,246          $ 1,622,368        $ 1,749,987
      Cumulative excess of tax
         depreciation over financial
         statement depreciation                            (2,355,413)         (2,338,483)        (2,313,897)
      Additional interest income on
         note receivable for financial
         statement purposes                                         -                   -            (33,323)
      Interest income not recorded
         for tax purposes                                           -                   -            (14,811)
      Accrued real estate taxes not
         deducted for tax purposes                             80,693              25,531             23,086
      Prepaid rent recognized as
         income for tax purposes                               12,233              12,038             10,910
                                                            ---------           ---------          ---------
      Deficit per tax return                              $  (844,241)         $ (678,546)        $ (578,048)
                                                            =========           ==========         =========

</TABLE>

  8.  TAXABLE LOSS

      The net income (loss) shown on the financial statements is reconciled to
          the taxable loss as follows:
<TABLE>
<CAPTION>

                                                            1996                  1995              1994
                                                            ----                  ----              ----
<S>                                                       <C>                 <C>                <C>
      Net income (loss) per
         financial statements                             $ (190,249)         $  (127,619)       $   111,727
      Property valuation
         benefit recorded                                          -                    -           (238,000)
      Tax depreciation in excess of
         financial statement
         depreciation                                        (16,930)             (24,586)           (69,949)
      Accrued real estate taxes not
         deducted for tax purposes                            80,693               25,531             23,086
      Tax deduction for real estate
         taxes in excess of financial
         statement expense                                   (25,531)             (23,086)           (91,758)
      Additional interest income on
         note receivable for tax purposes                          -               48,198                  -
      Additional interest income on
         note receivable for financial
         statement purposes                                        -                    -             (11,698)
      Other                                                      195                1,064              (5,766)
                                                            --------            ---------            ---------
            Taxable loss                                  $ (151,822)         $  (100,498)       $   (282,358)
                                                            ========            =========           =========

</TABLE>


  9.  JOINT VENTURE

      On April 26, 1985, Griffin Real Estate Fund-V entered into a joint venture
        with Griffin Real Estate Fund-IV for the purpose of purchasing Ravenwood
        Apartments, with Griffin Real Estate Fund-V designated as the managing
        partner. Griffin Real Estate Fund-IV contributed $330,000 (30%) and
        Griffin Real Estate Fund-V contributed $770,000 (70%) to the venture.
        All allocations of cash flow, tax consequences, expenses, and future
        contributions are to be in the ratio of 30% to 70%.

      Summarized financial information for the Ravenwood Joint Venture for the
          years ended December 31,:

<TABLE>
<CAPTION>
                                                              1996                1995               1994
                                                              ----                ----               ----
<S>                                                       <C>                 <C>                <C>
      Balance Sheet-
      Property and equipment - net                        $ 2,432,944         $ 2,587,018        $ 2,721,963
      Other Assets                                            253,408             259,306            293,503
                                                            ---------           ---------           ---------

         Total Assets                                     $ 2,686,352         $ 2,846,324        $ 3,015,466
                                                            =========           =========          =========

      Mortgage notes payable                              $ 3,033,601         $ 3,057,287        $ 3,079,538
      Other liabilities                                       146,975             142,275            120,178
      Partners' deficit                                      (494,224)           (353,238)          (184,250)
                                                            ---------           ---------          ---------
         Total Liabilities and
            Partners' Deficit                             $ 2,686,352         $ 2,846,324        $ 3,015,466
                                                            =========           =========          =========

      Statements of Operations
      Operating revenues                                  $   885,376         $   908,746        $   933,863
      Operating expenses                                    1,056,362           1,077,734            998,383
                                                            ---------           ---------          ---------

         Net Loss                                         $  (170,986)        $  (168,988)       $   (64,520)
                                                            =========           =========          =========

</TABLE>

      The Partnership accounts for its 70% interest in the joint venture by
        including its 70% share of the joint venture assets, liabilities and
        operations in the Partnership financial statements. Such pro rata
        accounting is appropriate since the controlling majority of each of the
        general partners of the joint venture owners consists of the same
        individuals.


                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                                       Costs
                                                    Capitalized
                                                    Subsequent
                                Initial Cost to         to           Gross Amount at Which Carried
                                Partnership (a)     Acquisition        at Close of Period (b) (c)
                                -------------------------------     ------------------------------
                                                                                                                    Date
                                           Bldgs/     Land/Bldg               Buildings               Accumulated    of      Date
Description     Encumbrances   Land       Improve      Improve       Land     & Improve       Total    Deprec. (d)  Const  Acquired
-----------     ------------   ----       -------      -------       ----     ---------       -----    -----------  ----- ---------
<S>               <C>         <C>        <C>          <C>         <C>         <C>          <C>         <C>          <C>     <C>

CINCINNATI, OH
 Ravenwood Apts   $2,123,521  $  322,000 $ 2,484,825  $  322,554  $  322,000  $2,807,379   $3,129,379  $1,426,319   1973    04/30/85

MARIETTA, GA
 Savannah Oaks
 Apartments        4,295,712   1,239,000   5,009,028     793,127   1,239,000   5,802,155    7,041,155   2,469,878   1973    09/30/86

TUCSON, AZ
 Desert Pines
 Apartments        3,407,907   1,225,000   4,290,612   1,497,356   1,225,000   5,787,968     7,012,968  2,303,292   1973    02/02/87

ANDERSON, SC
 Country Club
 Apartments        3,198,357     260,000   4,195,025     646,513     260,000   4,841,538     5,101,538  2,126,054   1973    05/14/86
                   ---------   ---------  ----------   ---------   ---------  ----------    ----------  ---------

         Total   $13,025,497  $3,046,000 $15,979,490  $3,259,550  $3,046,000 $19,239,040   $22,285,040 $8,325,543
                  ==========   =========  ==========   =========   =========  ==========    ==========  =========

</TABLE>


 (a)     The cost to the Partnership represents the original purchase price of
         the properties.

 (b)     The aggregate cost of real estate owned at December 31, 1996 is the
         same for financial statement purposes as it is for tax purposes, with
         the aggregate total being $22,285,040.

 (c)     Reconciliation of property:

<TABLE>
<CAPTION>
                                                          1994                  1995                   1996
                                                       -----------           ----------            -----------

<S>                                                    <C>                   <C>                   <C>
         Balance at beginning of period                $20,562,003           $21,325,605           $21,722,457
         Additions during period
                 Improvements                              525,602               396,852               562,583
         Valuation allowance                               238,000                     -                     -
                                                        ----------            ----------            ----------

         Balance at end of period                      $21,325,605           $21,722,457           $22,285,040
                                                        ==========            ==========            ==========


(d)      Reconciliation of accumulated depreciation:

         Balance at beginning of period                $ 6,187,738           $ 6,880,418           $ 7,594,027
         Depreciation expense for period                   692,680               713,609               731,516
                                                        ----------            ----------            ----------

         Balance at end of period                      $ 6,880,418           $ 7,594,027           $ 8,325,543
                                                        ==========            ==========            ==========

</TABLE>

Depreciation calculated on 5-27.5 year lives using the straight-line method on
real property and accelerated for personal property.