Exhibit 99.35

                          INDEPENDENT AUDITORS' REPORT


To the Partners
Cobbet Hill Associates Limited Partnership

We have  audited  the  accompanying  balance  sheets of Cobbet  Hill  Associates
Limited Partnership as of December 31, 2004 and 2003, 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 the auditing  standards of the Public
Company Accounting Oversight Board (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.  The  partnership  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its  internal  control over  financial  reporting.  Our audit  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for  the  purpose  of  expressing  an  opinion  on  the   effectiveness  of  the
partnership's internal control over financial reporting. Accordingly, we express
no  such  opinion.  An  audit  includes  examining,  on a test  basis,  evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes 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 Cobbet Hill Associates Limited
Partnership,  as of  December  31,  2004  and  2003,  and  the  results  of  its
operations,  the 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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in note B to the
financial  statements,  the  Partnership  is  unable  to meet its  debt  service
requirements as a result of the termination of the State Housing  Assistance for
Rental Reduction Program.  This raises substantial doubt about the Partnership's
ability to continue  as a going  concern.  Management's  plans in regard to this
matter are also described in note B. The financial statements do not include any
adjustment 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," we have also issued  reports dated March 23,
2005 on our  consideration  of  Cobbet  Hill  Associates  Limited  Partnership's
internal  control on its  compliance  with specific  requirements  applicable to
major HUD and MHFA - assisted programs, and fair housing and non-discrimination.
Those reports are an integral  party 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/ Luca, DeBlasio & Co., Inc.
------------------------------

March 13, 2005
Woburn, Massachusetts

                                       49