Reitberger, Pollekoff & Kozak, P.C.
8133 Leesburg Pike
Suite 550
Vienna, VA  22182

                          Independent Auditors' Report

To the Partners of
Arrowhead Apartments Associates

We  have  audited  the  accompanying  balance  sheets  of  Arrowhead  Apartments
Associates,  as of December  31, 2001 and 2000,  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 auditing standards generally accepted
in the United States of America 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 Arrowhead Apartments Associates
as of December 31, 2001 and 2000, and the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  supplementary  data included in the
report on pages 14-20 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 and the  "Consolidated  Audit
Guide for Audits of HUD  Programs" we have also  prepared a report dated January
22, 2002, on our consideration of the  Partnership's  compliance and on internal
control  over  financial  reporting  based on an audit of  financial  statements
performed in accordance with government auditing standards.


                                         Reitberger, Pollekoff & Kozak, P.C.

Vienna, Virginia
January 22, 2002
Lead Auditor: Robert A. Kozak            EIN: 54-1639552




<PAGE>



Reitberger, Pollekoff & Kozak, P.C.
8133 Leesburg Pike
Suite 550
Vienna, VA  22182

                          Independent Auditors' Report


To the Partners of
Blackburn Limited Partnership


We have audited the accompanying  balance sheet of Blackburn Limited Partnership
as of December 31, 2001, and the related  statements of profit and loss (on Form
HUD-92410),  partners'  deficit  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance  auditing  standards  generally accepted in
the United States of America 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 Blackburn Limited  Partnership
as of December 31, 2001,  and the results of its  operations  and its cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supplementary data included on pages
17 through 23 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,  and the "Consolidated Audit
Guide for Audits of HUD  Programs",  we also issued  reports  dated  January 17,
2002, on our  consideration of the  Partnership's  internal  controls and on its
compliance  with  specific  requirements  applicable  to non-major HUD programs,
affirmative  fair housing and laws and  regulations  applicable to the financial
statements.


                                            Reitberger, Pollekoff & Kozak, P.C.

Vienna, Virginia
January 17, 2002

Lead Auditor: Robert A. Kozak               EIN: 54-1639552


<PAGE>



                          Independent Auditors' Report



To the Partners of
Blackburn Limited Partnership


We have audited the accompanying  balance sheet of Blackburn Limited Partnership
as of December 31, 2000, and the related  statements of profit and loss (on Form
HUD-92410),  partners'  deficit  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Blackburn Limited  Partnership
as of December 31, 2000,  and the results of its  operations  and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supplementary data included on pages
17 through 23 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,  and the "Consolidated Audit
Guide for Audits of HUD  Programs",  we also issued  reports  dated  January 18,
2001, on our  consideration of the  Partnership's  internal  controls and on its
compliance  with  specific  requirements  applicable  to non-major HUD programs,
affirmative  fair housing and laws and  regulations  applicable to the financial
statements.


/s/ Reitberger, Pollekoff & Kozak, P.C.



Vienna, Virginia
January 18, 2001

Lead Auditor: Robert A. Kozak                            EIN: 54-1639552


<PAGE>



Reitberger, Pollekoff & Kozak, P.C.
8133 Leesburg Pike
Suite 550
Vienna, VA  22182

                          Independent Auditors' Report


To the Partners
Chevy Chase Park Ltd.
(A Limited Partnership)
DBA Chevy Chase Apartments
Centreville, Ohio

We have  audited the  accompanying  balance  sheet of Chevy Chase Park,  Ltd. (a
limited partnership),  DBA Chevy Chase Apartments,  HUD Project No. 046-44115-LD
as of December 31, 2001, and the related  statements of profit and loss, changes
in partners'  equity  (deficit),  and cash flows for the year then ended.  These
financial  statements are the  responsibility of the project's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America 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 Chevy Chase Park,  Ltd. (a
limited partnership),  DBA Chevy Chase Apartments,  HUD Project No. 046-44115-LD
as of December 31, 2001, and the results of its operations, changes in partner's
equity  (deficit) and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a  whole.  The  supplementary  data on pages 17
through  19 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 financial statements taken as a whole.


<PAGE>









In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  we have also issued reports dated January 18,
2002, on our  consideration of Chevy Chase Park, Ltd.'s internal controls and on
its compliance with specific requirements applicable to major HUD programs, laws
and regulations applicable to the financial statements and specific requirements
applicable to affirmative fair housing.


                                            Reitberger, Pollekoff & Kozak, P.C.


Vienna, Virginia
January 18, 2002
Lead Auditor:  Robert A. Kozak              EIN: 54-1639552



<PAGE>



                          Independent Auditors' Report



To the Partners
Chevy Chase Park Ltd.
(A Limited Partnership)
DBA Chevy Chase Apartments
Centreville, Ohio

We have  audited the  accompanying  balance  sheet of Chevy Chase Park,  Ltd. (a
limited partnership),  DBA Chevy Chase Apartments,  HUD Project No. 046-44115-LD
as of December 31, 2000, and the related  statements of profit and loss, changes
in partners'  equity  (deficit),  and cash flows for the year then ended.  These
financial  statements are the  responsibility of the project's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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 Chevy Chase Park,  Ltd. (a
limited partnership),  DBA Chevy Chase Apartments,  HUD Project No. 046-44115-LD
as of December 31, 2000, and the results of its operations, changes in partner's
equity  (deficit) and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a  whole.  The  supplementary  data on pages 17
through  19 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 financial statements taken as a whole.


<PAGE>






In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  we have also issued reports dated January 11,
2001, on our  consideration of Chevy Chase Park, Ltd.'s internal controls and on
its compliance with specific requirements applicable to major HUD programs, laws
and regulations applicable to the financial statements and specific requirements
applicable to affirmative fair housing.


/s/ Reitberger, Pollekoff & Kozak, P.C.



Vienna, Virginia
January 11, 2001
Lead Auditor:  Robert A. Kozak                        EIN: 54-1639552



<PAGE>
                               Jerold P. Logoluso

                           CERTIFIED PUBLIC ACCOUNTANT
                         770 East Shaw Avenue, Suite 102
                          Fresno, California 93710-7708
                             Telephone 559 229-6018
                             Facsimile 559 229-8641


                          INDEPENDENT AUDITOR'S REPORT



To the Partners
Chowchilla Elderly Associates
Fresno, California

I have audited the accompanying balance sheets of Chowchilla Elderly Associates,
CHFA No. 81-103-N,  (a limited partnership) as of December 31, 2001 and 2000 and
the related  statements of operations,  changes in partners'  deficit,  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Project's  management.  My responsibility is to express an
opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Chowchilla Elderly Associates as of
December  31,  2001 and 2000,  and the  results  of its  operations,  changes in
partners'  deficit,  and cash flows for the years then ended in conformity  with
accounting principles generally accepted in the United States of America.

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  February 5, 2002,  on my
consideration of Chowchilla Elderly  Associates'  internal control,  and reports
dated February 5, 2002, on its compliance with specific requirements  applicable
to major HUD programs and specific  requirements  applicable to Fair Housing and
Non-Discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of my audit.






                                                            JEROLD P. LOGOLUSO


Fresno, California
February 5, 2002

<PAGE>
                           BROWDER & ASSOCIATES, P.C.

                          CERTIFIED PUBLIC ACCOUNTANTS
                      2320 HIGHLAND AVENUE SOUTH, SUITE 290
                         BIRMINGHAM, ALABAMA 35205-2900
                              --------------------
                            TELEPHONE (205) 933-6855
                            FACSIMILE (205) 930-9486

Member of:
  Alabama Society of CPAs
  American Institute of CPAs
  Private Companies Practice Section
  SEC Practice Section

                          Independent Auditor's Report


To the Partners of
Four Winds West Apartments                             HUD Field Office Director
Birmingham, Alabama                                               Birmingham, AL


We have audited the  accompanying  balance  sheet of Four Winds West  Apartments
(the Project),  Project No. 35157-PM-  WAH-L8,  as of December 31, 2001, and the
related statements of profit and loss, changes in owners' 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 the Project as of December 31,
2001 and the results of its operations, changes in owners' equity 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 9, 2002 on our
consideration  of the Project's  internal  controls and reports dated January 9,
2002 on its  compliance  with  laws  and  regulations  applicable  to the  basic
financial  statements,   specific  requirements  applicable  to  the  major  HUD
programs,   and   specific   requirements   applicable   to  Fair   Housing  and
Non-Discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

Our audit was  conducted  for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information included in the report
is presented for the purpose of  additional  analysis and is not a required part
of the basic  financial  statements of the Project.  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.

Browder & Associates, P.C.

Birmingham, Alabama                      Federal Employer Identification Number:
January 9, 2002                                                       63-0986156

Audit Principal:  E.O. Browder, Jr.




<PAGE>
                           BROWDER & ASSOCIATES, P.C.

                          CERTIFIED PUBLIC ACCOUNTANTS
                      2320 HIGHLAND AVENUE SOUTH, SUITE 290
                         BIRMINGHAM, ALABAMA 35205-2900
                              --------------------
                            TELEPHONE (205) 933-6855
                            FACSIMILE (205) 930-9486

Member of:
  Alabama Society of CPAs
  American Institute of CPAs
  Private Companies Practice Section
  SEC Practice Section

To the Partners of
Four Winds West Apartments                            HUD Field Office Director
Birmingham, Alabama                                              Birmingham, AL


We have audited the  accompanying  balance  sheet of Four Winds West  Apartments
(the Project),  Project No. 35157-PM-  WAH-L8,  as of December 31, 2000, and the
related statements of profit and loss, changes in owners' 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 the Project as of December 31,
2000 and the results of its operations, changes in owners' equity and cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Project  will  continue as a going  concern.  As  discussed  in the Notes to the
Financial  Statements,  the Project . These conditions raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans regarding
those matters also are  described in the footnotes to the financial  statements.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty."

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 11, 2001 on our
consideration of the Project's  internal  controls and reports dated January 11,
2001 on its  compliance  with  laws  and  regulations  applicable  to the  basic
financial  statements,   specific  requirements  applicable  to  the  major  HUD
programs,   and   specific   requirements   applicable   to  Fair   Housing  and
Non-Discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.


Our audit was  conducted  for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information included in the report
is presented for the purpose of  additional  analysis and is not a required part
of the basic  financial  statements of the Project.  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.

Browder & Associates, P.C.

Birmingham, Alabama                      Federal Employer Identification Number:
January 11, 2001                                                      63-0986156

Audit Principal: E.O. Browder, Jr.




<PAGE>
                                                   Dauby O'Connor & Zaleski
                                                   A Limited Liability Company
                                                   Certified Public Accountants



                          Independent Auditors' Report


To the Partners of
Frenchman's Wharf Apartments Associates II
(A Louisiana Limited Partnership)


     We have  audited  the  accompanying  balance  sheet  of  Frenchman's  Wharf
Apartments  Associates II as of December 31, 2001, and the related statements of
profit and (loss) and changes in  partners'  deficit and cash flows for the year
then ended. These financial statements are the responsibility of management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 Frenchman's Wharf Apartments
Associates II as of December 31, 2001, and the results of its operations and its
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

     As  discussed in Note 5 to the  financial  statements,  effective  June 22,
2001,  the  partnership  transferred  the  property  and all other assets to the
holder of the first mortgage note. These assets represent  virtually 100% of the
partnership's  revenue producing assets.  The partnership has plans to terminate
the partnership.

January 15, 2002                                  Dauby O'Connor & Zaleski, LLC
Carmel, Indiana                                    Certified Public Accountants




<PAGE>
                                                    Dauby O'Connor & Zaleski
                                                    A Limited Liability Company
                                                    Certified Public Accountants


                          Independent Auditors' Report


To the Partners of
Frenchman's Wharf Apartments Associates II
(A Louisiana Limited Partnership)


     We have  audited  the  accompanying  balance  sheet  of  Frenchman's  Wharf
Apartments  Associates II (a Louisiana  Limited  Partnership) as of December 31,
2000,  and the related  statements of profit and (loss) and changes in partners'
deficit and cash flows for the year then ended.  These financial  statements are
the responsibility of 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 Frenchman's Wharf Apartments
Associates  II as of December 31, 2000,  and the results of its  operations  and
changes  in  partners'  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 2 to the
financial  statements,  the mortgage is in default and as discussed in Note 3 to
the  financial  statements,  the  purchase  money  notes  have  matured  and the
Partnership's  Housing Assistance  Payment Contract with the U.S.  Department of
Housing  and  Urban  Development   expires  on  March  31,  2001,  which  raises
substantial  doubt  about  the  Partnership's  ability  to  continue  as a going
concern.  Management's plans in regard to these matters are described in Notes 2
and 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


February 4, 2001                                  Dauby O'Connor & Zaleski, LLC
Carmel, Indiana                                   Certified Public Accountants


<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Partners
Mercy Terrace Associates, L.P.

     We have audited the accompanying balance sheet of Mercy Terrace Associates,
L.P.  as of  December  31,  2001,  and the  related  statements  of  operations,
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  auditing  standards  generally
accepted in the United  States of America  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 Mercy Terrace  Associates,
L.P. as of December 31,  2001,  and the results of its  operations  and its cash
flows  for the  year  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

     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 26
through  31 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.



<PAGE>




     In accordance  with  Government  Auditing  Standards and the  "Consolidated
Audit  Guide for Audits of HUD  Programs,"  we have also  issued  reports  dated
February  22, 2002 on our  consideration  of Mercy  Terrace  Associates,  L.P.'s
internal control and on its compliance with specific requirements  applicable to
major HUD programs and fair housing and nondiscrimination.  Those reports are an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.


         /s/ Reznick, Fedder & Silverman


Atlanta, Georgia                                       Taxpayer Identification
February 22, 2002                                           Number: 52-1088612

Lead Auditor: Michael C. Beck



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners,
  Mercy Terrace Associates
  (A California Limited Partnership)
        and
U. S. Department of Housing and
  Urban Development
  Field Office Director
  San Francisco, California

     We have audited the accompanying balance sheets of Mercy Terrace Associates
(A California Limited Partnership) (FHA Project Number  121-35678-PM-L8-WAH)  as
of December 31, 2000 and 1999, and the related statements of operations, changes
in 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 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 Mercy Terrace Associates (A
California  Limited  Partnership) (FHA Project Number  121-35678-  PM-L8-WAH) at
December  31,  2000 and 1999,  and the  results  of its  operations,  changes in
partners'  deficit,  and its cash flows for the years  then ended in  conformity
with generally accepted accounting principles.



<PAGE>





     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  issued  reports  dated  January  26,  2001 on our
consideration of Mercy Terrace Associates' internal controls,  on its compliance
with specific  requirements  applicable  to major HUD programs,  and on specific
requirements applicable to Fair Housing and Non-Discrimination.

     Our  audits  were made for the  purpose  of forming an opinion on the basic
financial statements taken as a whole. The supplemental  information included in
this report on pages 15 through 21 is presented  for the 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

January 26, 2001



<PAGE>



Reitberger, Pollekoff & Kozak, P.C.
8133 Leesburg Pike
Suite 550
Vienna, VA  22182


                          Independent Auditors' Report


To the Partners of
Moorings Apartments Associates

We  have  audited  the  accompanying   balance  sheets  of  Moorings  Apartments
Associates,  as of December  31, 2001 and 2000,  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 auditing standards generally accepted
in the United States of America 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 Moorings Apartments Associates
as of December 31, 2001 and 2000, and the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included in
the report on pages 15-20 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 and the  "Consolidated  Audit
Guide for Audits of HUD  Programs" we have also  prepared a report dated January
23, 2002, on our consideration of the  Partnership's  compliance and on internal
control  over  financial  reporting  based on an audit of  financial  statements
performed in accordance with government auditing standards.


                                            Reitberger, Pollekoff & Kozak, P.C.

Vienna, Virginia
January 23, 2002
Lead Auditor: Robert A. Kozak               EIN: 54-1639552




<PAGE>
                    William M. Sivick Accountancy Corporation
                          Certified Public Accountants
             3455 W. Shaw Ave., Suite 101, Fresno, California 93711
                       (559) 276-8400, FAX (559) 276-3735

William M. Sivick, C.P.A.                                Itoko Yamakawa, C.P.A.



To the Partners
Orangewood, Plaza, A California Limited Partnership
Pinedale, California

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheets of Orangewood  Plaza, A Limited
Partnership, CHFA Project No. 82-007-N, as of December 31, 2001 and 2000 and the
related  statements of operations,  changes in partners'  capital  (deficit) and
cash  flows for each of the two years in the period  ended  December  31,  2001.
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 audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes 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 Orangewood  Plaza,  CHFA No.
82-007-N,  as of December 31, 2001 and 2000,  and the results of its  operations
and the changes in partners'  capital  (deficit)  and cash flows for each of the
two years in the period ended  December 31, 2001 in  conformity  with  generally
accepted accounting principles.

Our  audits  were  conducted  for  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the report (shown on pages 19 to 26) is presented for 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.


<PAGE>



Orangewood Plaza, A California Limited Partnership
Page 2


In accordance with Government Auditing  Standards,  we have also issued a report
dated  February 7, 2002 on our  consideration  of  Orangewood  Plaza,  A Limited
Partnership's  internal  controls  and a report  dated  February  7, 2002 on its
compliance with laws and regulations.


                                      /s/   William M. Sivick, C.P.A.
                                      William M. Sivick Accountancy Corporation

Fresno, California
February 7, 2002




<PAGE>
                          RYND, CARNEAL & EWING, P.L.C.


                          INDEPENDENT AUDITORS' REPORT



The Partners
Posada Associates Limited Partnership:

We have audited the  accompanying  balance  sheet of Posada  Associates  Limited
Partnership  as of December  31, 2001 and 2000,  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 Posada  Associates  Limited
Partnership  as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplementary information included in
Schedules 1 and 2 is presented for purposes of additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

RYND, CARNEAL & EWING, P.L.C.

Phoenix, Arizona
February 7, 2002






                          CERTIFIED PUBLIC ACCOUNTANTS
          2813 EAST CAMELBACK ROAD - SUITE 425 - PHOENIX, ARIZONA 85016
                  TELEPHONE 602 957-8366 FACSIMILE 602 957-4740


<PAGE>
                                Timothy P. Boyle
                           Certified Public Accountant

            1724 Monterey Drive, Plymouth Meeting, Pennsylvania 19462
                  Telephone (610) 272-5454 * FAX (610) 279-0770
                            E-mail: TBoyleCPA@aol.com


                          INDEPENDENT AUDITOR=S REPORT

To the Partners
Princeton Community Village Associates Limited Partnership
Princeton, New Jersey

I have audited the accompanying  balance sheets of Princeton  Community  Village
Associates  Limited  Partnership  (A  New  Jersey  Limited  Partnership),  as of
December 31, 2001 and 2000, and the related statements of operations,  partners'
(deficit) and cash flows for the years then ended.  These  financial  statements
are the responsibility of the Partnership's  management. My responsibility is to
express an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of  Princeton  Community  Village
Associates Limited Partnership as of December 31, 2001 and 2000, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD  Programs  issued by the US  Department  of Housing  and
Urban  Development,  I have also  issued  reports  dated  January 24, 2002 on my
consideration of Princeton  Community Village Associates  Limited  Partnerships'
internal  control,  on its compliance with specific  requirements  applicable to
major HUD program, and on its compliance with specific  requirements  applicable
to fair housing and  non-discrimination.  That report is an integral  part of an
audit performed in accordance with Government  Auditing  Standards and should be
read in conjunction with this report in considering the results of my audit.




/s/ Timothy P. Boyle, CPA
January 24, 2002



<PAGE>



Reitberger, Pollekoff & Kozak, P.C.
8133 Leesburg Pike
Suite 550
Vienna, VA  22182

                          Independent Auditors' Report


To the Partners of
Rock Glen Limited Partnership

We have audited the accompanying  balance sheet of Rock Glen Limited Partnership
as of December 31, 2001, and the related  statements of profit and loss (on Form
HUD-92410),  partners'  deficit  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America 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 Rock Glen Limited  Partnership
as of December 31, 2001,  and the results of its  operations  and its cash flows
for the year then ended,  in conformity  with  accounting  principles  generally
accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supplementary data included on pages
15 through 19 is 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 audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  15,  2002 on our  consideration  of the  Partnership's  internal
controls and a report  dated  January 15, 2002 on its  compliance  with laws and
regulations.



                                             Reitberger, Pollekoff & Kozak, P.C.

Vienna, Virginia
January 15, 2002
Lead Auditor:  Robert A. Kozak               EIN: 54-1639552



<PAGE>





                          Independent Auditors' Report


To the Partners of
Rock Glen Limited Partnership

We have audited the accompanying  balance sheet of Rock Glen Limited Partnership
as of December 31, 2000, and the related  statements of profit and loss (on Form
HUD-92410),  partners'  deficit  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Rock Glen Limited  Partnership
as of December 31, 2000,  and the results of its  operations  and its cash flows
for the year then  ended,  in  conformity  with  generally  accepted  accounting
principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supplementary data included on pages
15 through 19 is 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 audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  10,  2001 on our  consideration  of the  Partnership's  internal
controls and a report  dated  January 10, 2001 on its  compliance  with laws and
regulations.

/s/ Reitberger, Pollekoff & Kozak, P.C.


Vienna, Virginia
January 10, 2001
Lead Auditor:  Robert A. Kozak                                   EIN 54-1639552



<PAGE>



Reitberger, Pollekoff & Kozak, P.C.
8133 Leesburg Pike
Suite 550
Vienna, VA  22182

                          INDEPENDENT AUDITORS' REPORT

To the Partners of
Second Blackburn Limited Partnership

We have  audited the  accompanying  balance  sheet of Second  Blackburn  Limited
Partnership,  as of December 31, 2001, and the related  statements of profit and
loss,  partners' deficit and cash flows for the year then ended. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in United States of America 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 Second  Blackburn  Limited
Partnership  as of December 31, 2001,  and the results of its operations and its
cash flows for the year then ended in  conformity  with  generally  accepted  in
United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supplementary data included on pages
16 through 20 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,  and the "Consolidated Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 17,
2002 on our  consideration  of the  Partnership's  internal  controls and on its
compliance with laws and regulations  applicable to the financial statements and
on its  compliance  with  specific  requirements  applicable  to  non-major  HUD
programs and on its  compliance  with specific  requirements  applicable to fair
housing and non-discrimination



                                          Reitberger, Pollekoff & Kozak, P.C.

Vienna, Virginia
January 17, 2002
Lead Auditor: Robert A. Kozak             EIN: 54-1639552




<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners of
Second Blackburn Limited Partnership

We have  audited the  accompanying  balance  sheet of Second  Blackburn  Limited
Partnership,  as of December 31, 2000, and the related  statements of profit and
loss,  partners' deficit and cash flows for the year then ended. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Second  Blackburn  Limited
Partnership  as of December 31, 2000,  and the results of its operations and its
cash  flows  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The supplementary data included on pages
16 through 20 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,  and the "Consolidated Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 16,
2001 on our  consideration  of the  Partnership's  internal  controls and on its
compliance with laws and regulations  applicable to the financial statements and
on its  compliance  with  specific  requirements  applicable  to  non-major  HUD
programs and on its  compliance  with specific  requirements  applicable to fair
housing and non- discrimination


/s/ Reitberger, Pollekoff & Kozak, P.C.



Vienna, Virginia
January 16, 2001

Lead Auditor: Robert A. Kozak                   EIN: 54-1639552




<PAGE>
                           BROWDER & ASSOCIATES, P.C.

                          CERTIFIED PUBLIC ACCOUNTANTS
                      2320 HIGHLAND AVENUE SOUTH, SUITE 290
                         BIRMINGHAM, ALABAMA 35205-2900
                              --------------------
                            TELEPHONE (205) 933-6855
                            FACSIMILE (205) 930-9486

Member of:
  Alabama Society of CPAs
  American Institute of CPAs
  Private Companies Practice Section
  SEC Practice Section

                          Independent Auditor's Report


To the Partners of
Troy Manor Apartments
Troy, Alabama                                               RECD State Director


We have audited the  accompanying  balance sheet of Troy Manor  Apartments  (the
Project), Project No. 01-55-133- 2600, as of December 31, 2001 and 2000, and the
related  statements of operations,  changes in partners' equity,  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the 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 U.S.  generally  accepted  auditing
standards and Government Auditing Standards issued by the Comptroller General of
the  United  States,  and the U. S.  Department  of  Agriculture,  Farmers  Home
Administration  Audit Program.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  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 Project as of December 31,
2001 and 2000, and the results of its  operations,  changes in partners'  equity
and cash  flows for the  years  then  ended in  conformity  with U.S.  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Project  will  continue as a going  concern.  As  discussed  in the Notes to the
Financial  Statements,  the Project . These conditions raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans regarding
those matters also are  described in the footnotes to the financial  statements.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty."

In accordance with Government Auditing Standards we have also issued our reports
dated January 9, 2002 on our  consideration of the Project's  internal  controls
and  on its  compliance  with  laws  and  regulations  applicable  to the  basic
financial  statements.  Those reports are an integral part of an audit performed
in  accordance  with  Government  Auditing  Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our audit was  conducted  for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information included in the report
are presented for the purpose of additional analysis and are not a required part
of the basic  financial  statements of the Project.  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.

Browder & Associates, P.c.

Birmingham, Alabama                      Federal Employer Identification Number:
January 9, 2002                                                      63-0986156

Audit Principal:  E.O. Browder, Jr.


<PAGE>
     KPFF
           L.L.C.
                                              24500 Chagrin Boulevard, Suite 315
                                                      Cleveland, Ohio 44122-5627

a) Certified Public Accountants
                                                         Telephone: 216-292-6120
                                                               Fax: 216-292-5718
                                                            Website: kpffcpa.com


                          INDEPENDENT AUDITOR'S REPORT


To the Partners of
Westgate Tower Limited Dividend Housing Association

We have audited the balance  sheets of Westgate Tower Limited  Dividend  Housing
Association,  a Michigan limited  partnership,  MSHDA Development No. 256, as of
December 31, 2001 and 2000, and the related statements of operations, changes in
accumulated  earnings  (losses)  and cash flows for each of the two years in the
period  ended   December  31,  2001.   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 U.S.  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 Westgate Tower Limited Dividend
Housing  Association  at  December  31,  2001 and 2000  and the  results  of its
operations  and its cash  flows  for each of the two years in the  period  ended
December  31,  2001  in  conformity  with  U.S.  generally  accepted  accounting
principles.

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

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February  12, 2002 on our  consideration  of the  partnership's  internal
control structure and on its compliance with laws and regulations.

KPFF, L.L.C.

Cleveland, Ohio
February 12, 2002