INDEPENDENT AUDITOR'S REPORT



To the Partners of
APT Housing Partners Limited Partnership
Woburn, Massachusetts


We have audited the accompanying balance sheets of APT Housing Partners 
Limited Partnership (a Massachusetts Limited Partnership) as of December 
31, 1996 and 1995, and the related statements of income, partners' capital
(deficiency), 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 did not audit the financial statements of Ashland 
Commons Associates and Rockledge Apartments Associates("Local Limited 
Partnerships"), the investments in which, as discussed in Note 3 to the 
financial statements, are accounted for by the equity method of accounting.
The Partnership's cumulative share of losses of and distributions from the 
Local Limited Partnerships have exceeded its investments therein.  
Accordingly, the Partnership has reduced the investments to zero and has 
suspended application of the equity method.  The financial statements of 
the Local Limited Partnerships were audited by other auditors
whose reports have been furnished to us, and our opinion, insofar as 
it relates to the amounts included for the Local Limited Partnerships, is 
based solely on the reports of the other auditors.  The financial statements
of APT Housing Partners Limited Partnership for the year ended December 31, 
1994, were audited by other auditors whose report dated February 18, 1995, 
expressed an unqualified opinion on those statements.

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

In our opinion, based on our audits and the reports of other auditors, the 
1996 and 1995 financial statements referred to above present fairly, in all
material respects, the financial position of APT Housing Partners Limited 
Partnership as of December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

<PAGE>

Our audits were made for the purpose of forming an opinion on the basic 
1996 and 1995 financial statements taken as a whole.  The supplemental 
schedules listed in the accompanying index on page 15 are presented for 
purposes of complying with the Securities and Exchange Commission's rules
and are not a required part of the basic financial statements.  These 
schedules have been subjected to the auditing procedures applied in the 
audits of the basic financial statements.  In our opinion, which insofar as
it relates to amounts included for the Local Limited Partnerships, 
is based on the reports of other auditors, these schedules fairly state in 
all material respects the financial data required to be set forth therein 
in relation to the basic 1996 and 1995 financial statements taken as a whole.




Robert Ercolini & Company LLP


Boston, Massachusetts	
March 19, 1997






<PAGE>

                              ASHLAND COMMONS ASSOCIATES
                               (a limited partnership)
                                PROJECT NO: 023-35279
                            

                           REPORT ON FINANCIAL STATEMENTS
                              

                            YEAR ENDED DECEMBER 31, 1996
                            













<PAGE>

                                 CONTENTS
                           
                                                                     		Page

Auditors' Report	                                                      3

Financial Statements:
	Balance Sheet	                                                        4
	Statement of Profit and Loss	                                         5
	Statement of Partners' Deficit	                                       6
	Statement of Cash Flows	                                              7
	Summary of Accounting Policies	                                       9
	Notes to Financial Statements	                                       10











<PAGE>

                                                            February 4, 1997

To the Partners of
Ashland Commons Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of Ashland Commons Associates,
HUD Project No. 023-35279, (a limited partnership) as of December 31, 1996 
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 Ashland Commons 
Associates as of December 31, 1996, and the results of its operations and 
its cash flows for the year then ended in conformity with generally 
accepted accounting principles.


Lloyd B. McManus, C.P.A., P.C.
Boston, Massachusetts

<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                           (a limited partnership)
                            PROJECT NO: 023-35279

                                BALANCE SHEET

                              DECEMBER 31, 1996
                                  


                                   ASSETS
CURRENT ASSETS

	Cash and Cash Equivalents                                     $300,024
	Tenants: Accounts Receivable                                     3,059
	Property Insurance                                                 572
	Mortgage Insurance                                               9,873
	Total Current Assets                                           313,528 

DEPOSITS HELD IN TRUST - FUNDED

	Tenants' Security Deposits (Contra)                             14,503
	Total Deposits Held in Trust                                    14,503 

RESTRICTED DEPOSITS AND FUNDED RESERVES

	Mortgage Escrow Deposits                                        61,340
	Reserve for Replacements                                       225,309
	Residual Receipts                                               85,458
	Total Deposits                                                 372,107

FIXED ASSETS

	Land                                                           215,210
	Building (Mortgaged) - Note 2                                5,404,364
	Less Accumulated Depreciation                                2,695,603
	                                                             2,923,971

OTHER ASSETS

	Deferred Charges                                                98,341
	                                                            $3,722,450


<PAGE>

                    LIABILITIES AND PARTNERS' DEFICIT

CURRENT LIABILITIES

	Accounts Payable                                               $28,096
	Accrued Interest Payable                                        46,314
	Mortgage Payable - Current Portion                              24,934
	Rent Deferred Credits                                                1

	Total Current Liabilities                                       99,345 

DEPOSIT LIABILITIES
	
	Tenants' Security Deposits (Contra)                             13,912
	Total Deposits Liabilities                                      13,912

LONG-TERM LIABILITIES

	Mortgage Loan Payable - Note 2                               4,738,829
	Less: Current Portion                                           24,934
	Total Long-Term Liabilities                                  4,713,895

	Total Liabilities                                            4,827,152

COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4

PARTNERS' DEFICIT - Note 4:

	General Partners                                             (100,679)
	Limited Partners                                           (1,004,023)

	Total Partners' Deficit                                    (1,104,702)

	                                                           $3,722,450

See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                          ASHLAND COMMONS ASSOCIATES 
                            (a limited partnership)
                            PROJECT NO:  023-35279

                         STATEMENT OF PROFIT AND LOSS

                      FOR THE YEAR ENDED DECEMBER 31, 1996

REVENUES:

	Rental income, less vacancies of                $2,216          $1,230,592
	Interest income                                                     35,152
	Miscellaneous income                                                 2,333

	Total revenues                                                   1,268,077

COST OF OPERATIONS:
	Repairs and maintenance                         $126,134
	Salaries and wages                               114,301
	Real estate taxes                                 72,905
	Management fee (Note 3)                           48,516
	Utilities                                         33,938
	Administrative                                    32,102
	Insurance                                         35,575
	Payroll taxes                                     11,329          
 Depreciation and Amortization                    206,104          680,904 

	Income before interest expenses                                   587,173

INTEREST EXPENSE, including MIP of $23,746                         580,735

NET INCOME                                                          $6,438

	Net Income to General Partners                                       $290

	Net Income to Limited Partners                                     $6,148


See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                            ASHLAND COMMONS ASSOCIATES
                              (a limited partnership)
                              PROJECT NO:  023-35279

                          STATEMENT OF PARTNERS' DEFICIT

                       FOR THE YEAR ENDED DECEMBER 31, 1996



                                                  General     Limited
                                    Total         Partner     Partners
   
BALANCE, at December 31, 1995    $	(1,019,095)    $	(96,827)  $	(922,268)

Net income for the period	              6,438	          290	       6,148
 
Distributions                        	(92,045)      	(4,142)    	(87,903)

BALANCE, at December 31, 1996    $	(1,104,702)   $	(100,679) $(1,004,023)

Percent of interest in profit 
   and losses                            100%          4.5%       95.5%










See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 023-35279

                           STATEMENT OF CASH FLOWS

                         YEAR ENDED DECEMBER 31, 1996
                                     

OPERATING ACTIVITIES:


   Rental Income                                            $	1,230,899
   Interest Income	                                              35,152
   Other Income                                       	           2,333        
   		                                            	            1,268,384 
 	  
   Administrative expenses	                                      31,923
   Management fee	                                               48,177
   Operating and maintenance expenses	                          168,840
   Payrolls	                                                    124,064
   Utilities	                                                    44,047
   Real estate taxes and escrow deposits	                        73,619
   Payroll taxes	                                                11,329
   Insurance	                                                    21,220
   Interest on mortgage	                                        557,206
   Mortgage insurance premium                          	         29,836
   Tenant security deposits                            	            591

			                                            	              1,110,852

   Net cash provided by operating activities          	         157,532
            	
INVESTING ACTIVITIES:

   Increase in residual receipts fund	                         (24,092)
   Increase in reserve for replacements - net         	        (39,870)

   Net cash used by investing activities              	        (63,962)

FINANCING ACTIVITIES:

   Partners' distributions	                                    (92,045)

   Mortgage principal payments                        	        (22,187)

   Net cash used by financing activities                     	(114,232)

   Net decrease in cash                                   	    (20,662)
  
CASH, at beginning of year                            	        320,686
 
CASH, at end of year                                         $	300,024  



                 See accompanying summary of accounting policies
                 and notes to financial statements. 

<PAGE>

                              ASHLAND COMMONS ASSOCIATES
                                (a limited partnership)
                                 PROJECT NO: 023-35279

                                STATEMENT OF CASH FLOWS

                             YEAR ENDED DECEMBER 31, 1996
                                      (Continued)
                                     

Cash Flows from Operating Activities:

   Net income                                                   $	6,438
   Adjustments to reconcile net income to net cash
   provided by operating activities:
		     Depreciation and Amortization	                           206,104

     		Changes in operating assets and liabilities:
			       Decrease in tenants' rents receivable	                    393
			       Decrease in prepaid expenses	                               9
			       Increase in tenants' security deposits	                (1,860)
			       Decrease in mortgage escrow deposits	                   7,173
			       Decrease in accounts payable and accrued expenses	    (61,908)
			       Increase in tenants' security deposits payable         	1,269
			       Decrease in prepaid rents                                	(86)

   Net cash provided by operating activities                  $	157,532




<PAGE>

                             ASHLAND COMMONS ASSOCIATES
                              (a limited partnership)
                               PROJECT NO: 023-35279

                           SUMMARY OF ACCOUNTING POLICIES
        
BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.  The partnership, for tax purposes,
charged to expense certain costs, such as interest and real estate taxes 
during construction.  Accordingly, the cost of property and equipment shown
in these statements includes $649,227 which has been deducted for tax 
purposes.

The balance sheet does not give effect to any assets that the partners may
have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings is 
based on a 25 year life using the straight-line method for financial 
reporting purposes.  For income tax purposes, accelerated depreciation 
methods are used.

AMORTIZATION 

Amortization of financing costs is based on a forty year life using the 
straight-line method for both financial reporting and income tax purposes.

INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The partners' 
share of the loss for tax purposes is includable in their income tax returns.

CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

ESTIMATES

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect certain reported amounts and disclosures.
 
<PAGE>

                            ASHLAND COMMONS ASSOCIATES
                              (a limited partnership)

                               PROJECT NO: 023-35279

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - GENERAL

Ashland Commons Associates is a Massachusetts limited partnership which was
formed on September 29, 1982  for the purpose of owning, rehabilitating and
operating a multi-unit apartment complex containing 96 residential units 
under the provisions of Section 221 (d)(4) of the National Housing Act.  
The partnership has a Section 8 contract with HUD to receive rent subsidy 
equal to approximately 85% of the total rental income.  This contract 
expires September, 2002.

NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is insured by the Federal Housing Administration (FHA) and
is payable in monthly installments of approximately $48,283, including 
interest at 11.728% per annum, through 2024.  Annual principal payments 
will average approximately $31,917 each year for the next five years.

The partnership is required to make monthly payments of $2,094 into a fund 
for replacements.  Withdrawals from this fund can only be made upon the 
approval of the Federal Housing Commissioner.

Management believes it is not practical to estimate fair market value of 
the mortgaged property because it is not determinable as to whether 
financing with similar characteristics is currently available to the 
partnership.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.


NOTE 3 - RELATED PARTY TRANSACTIONS

The partnership pays a 4.5% management fee based on gross revenues 
collected, which, at present, is capped at $43 PUPM, to an affiliate of a 
general partner, and also $506 per month for bookkeeping.  Further, the 
management company is reimbursed at cost for salaries and wages and related 
employee expenses such as payroll taxes, health insurance, disability 
insurance, workers compensation and other insurance.


NOTE 4 - CAPITAL DISTRIBUTION RESTRICTION

No distribution of assets may be made except from "surplus cash" as defined 
in the regulatory agreement with the Federal Housing Administration.  Total 
distributions are limited to $92,045 per annum as allowed by MHFA.

<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                           (a limited partnership)
                            PROJECT NO: 023-35279
                            

                       REPORT ON FINANCIAL STATEMENTS
                              

                        YEAR ENDED DECEMBER 31, 1995
                            













<PAGE>

                                   CONTENTS

                                                                    		Page

Auditors' Report	                                                     3

Financial Statements:
	Balance Sheet	                                                       4
	Statement of Profit and Loss	                                        5
	Statement of Partners' Deficit	                                      6
	Statement of Cash Flows	                                             7
	Summary of Accounting Policies	                                      9
	Notes to Financial Statements	                                      10














<PAGE>

                                       January 20, 1996

To the Partners of
Ashland Commons Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of HUD Project No. 023-35279
of the Ashland Commons Associates (a limited partnership) as of December 31,
1995 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 HUD Project No. 
023-35279 as of December 31, 1995, and the results of its operations and 
its cash flows for the year then ended in conformity with generally accepted
accounting principles.


Lloyd B. McManus, C.P.A., P.C.
Boston, Massachusetts 

<PAGE>

                           ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 023-35279
                                 BALANCE SHEET

                               DECEMBER 31, 1995
                                   

                                    ASSETS
CURRENT ASSETS

	Cash and Cash Equivalents                                        $320,686
	Tenants: Accounts Receivable                                        3,452
	Property Insurance                                                    534
	Mortgage Insurance                                                  9,920
	Total Current Assets                                              334,592

DEPOSITS HELD IN TRUST - FUNDED

	Tenants' Security Deposits (Contra)                                12,643
	Total Deposits Held in Trust                                       12,643

RESTRICTED DEPOSITS AND FUNDED RESERVES

	Mortgage Escrow Deposits                                           68,513
	Reserve for Replacements                                          185,439
	Residual Receipts                                                  61,366
	Total Deposits                                                    315,318

FIXED ASSETS

	Land                                                              215,210
	Building (Mortgaged) - Note 2                                   5,404,364
	Less Accumulated Depreciation                                   2,494,407
               	                                                 3,125,167
OTHER ASSETS

	Deferred Charges                                                  103,249
	                                                               $3,890,969 

<PAGE>

                       LIABILITIES AND PARTNERS' DEFICIT

CURRENT LIABILITIES

	Accounts Payable                                                 $89,787
	Accrued Interest Payable                                          46,531
	Mortgage Payable - Current Portion                                22,187
	Rent Deferred Credits                                                 87

	Total Current Liabilities                                        158,592

DEPOSIT LIABILITIES
	
	Tenants' Security Deposits (Contra)                               12,643
	Total Deposits Liabilities                                        12,643

LONG-TERM LIABILITIES

	Mortgage Loan Payable - Note 2                                 4,761,016
	Less: Current Portion                                             22,187
	Total Long-Term Liabilities                                    4,738,829

	Total Liabilities                                              4,910,064
 
COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4

PARTNERS' DEFICIT - Note 4:

	General Partners                                                (96,827)
	Limited Partners                                               (922,268)

	Total Partners' Deficit                                      (1,019,095)

             	                                                $3,890,969


See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                           ASHLAND COMMONS ASSOCIATES
                             (a limited partnership)
                             PROJECT NO:  023-35279

                          STATEMENT OF PROFIT AND LOSS

                      FOR THE YEAR ENDED DECEMBER 31, 1995

REVENUES:

	Rental income, less vacancies of   $13,882                     $1,218,926
	Interest income                                                    32,704
	Miscellaneous income                                                2,289

	Total revenues                                                  1,253,919

COST OF OPERATIONS:
	Repairs and maintenance             $148,377
	Salaries and wages                   108,719
	Real estate taxes                     75,666
	Management fee (Note 3)               48,177
	Utilities                             42,785
	Administrative                        30,978
	Insurance                             35,487
	Payroll taxes                         11,179                      
 Depreciation and Amortization        206,104                      707,472 
	
Income before interest expenses  	                                 546,447

INTEREST EXPENSE, including MIP of    $23,852                      583,309

NET LOSS                                                          $(36,862)

	Net Loss to General Partners                                       $1,659

	Net Loss to Limited Partners                                      $35,203




See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)
                            PROJECT NO:  023-35279

                        STATEMENT OF PARTNERS' DEFICIT

                    FOR THE YEAR ENDED DECEMBER 31, 1995




                                                  General     Limited
                                    Total         Partner     Partners
   
BALANCE, at December 31, 1994    $	(891,066)    $	(91,066)  $	(800,000)

Net loss for the period	            (36,862)      	(1,659)	    (35,203)
 
Distributions                      	(91,167)      	(4,102)    	(87,065)

BALANCE, at December 31, 1995   $(1,019,095)    $	(96,827)  $	(922,268)

Percent of interest in profit 
   and losses                        100%          4.5%       95.5%










See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                           ASHLAND COMMONS ASSOCIATES
                             (a limited partnership)
                              PROJECT NO: 023-35279

                             STATEMENT OF CASH FLOWS

                           YEAR ENDED DECEMBER 31, 1995
                                     

OPERATING ACTIVITIES:

   Rental Income                                      $	1,233,270
   Interest Income	                                        32,704
   Other Income                                       	     2,289        
   		                                            	      1,268,263
 	  
   Administrative expenses	                                30,847
   Management fee	                                         47,676
   Operating and maintenance expenses	                    187,102
   Payrolls	                                              108,201
   Utilities	                                              33,702
   Real estate taxes and escrow deposits	                  75,678
   Payroll taxes	                                          11,179
   Insurance	                                              40,132
   Interest on mortgage	                                  559,650
   Mortgage insurance premium                          	   23,769
   Tenant security deposits                                 	(341)

        			                                            	1,117,595

   Net cash provided by operating activities             	150,668            	

INVESTING ACTIVITIES:

   Increase in residual receipts fund	                    (11,965)
   Increase in reserve for replacements - net         	   (22,245)

   Net cash used by investing activities                 	(34,210)

FINANCING ACTIVITIES:

   Expenses not realted to project operations               	(878)

   Partners' distributions	                               (91,167)

   Mortgage principal payments                           	(19,743)

   Net cash used by financing activities                	(111,788)

   Net increase in cash and cash equivalents               	4,670
  
CASH AND CASH EQUIVALENTS, at beginning of year          	316,016
 
CASH AND CASH EQUIVALENTS, at end of year               $	320,686  


See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 023-35279

                            STATEMENT OF CASH FLOWS

                         YEAR ENDED DECEMBER 31, 1995
                                  (Continued)
                                     

Cash Flows from Operating Activities:

   Net loss                                              $	(36,862)
   Adjustments to reconcile net loss to net cash
   provided by operating activities:
		    Depreciation and Amortization	                       206,104
		    Expense not related to project operations	               878

		    Changes in operating assets and liabilities:
			      Decrease in accounts receivable	                   14,612
			      Increase in tenants' rents receivable	               (323)
			      Decrease in prepaid expenses	                      25,100
			      Decrease in tenants' security deposits	             1,155
			      Increase in mortgage escrow deposits	             (29,564)
			      Decrease in accounts payable and accrued
			         expenses	                                      (29,673)
			      Decrease in tenants' security deposits
			         payable                                          	(814)
      			Increase in prepaid rents                             	55


    Net cash provided by operating activities            $	150,668

<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)

                             PROJECT NO: 023-35279

                        SUMMARY OF ACCOUNTING POLICIES




BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.  The partnership, for tax purposes,
charged to expense certain costs, such as interest and real estate taxes 
during construction.  Accordingly, the cost of property and equipment shown 
in these statements includes $649,227 which has been deducted for tax 
purposes.

The balance sheet does not give effect to any assets that the partners may 
have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings is 
based on a 25 year life using the straight-line method for financial 
reporting purposes.  For income tax purposes, accelerated depreciation 
methods are used.

AMORTIZATION 

Amortization of financing costs is based on a forty year life using the 
straight-line method for both financial reporting and income tax purposes.

INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The partners' 
share of the loss for tax purposes is includable in their income tax returns.

CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

<PAGE>
        
                          ASHLAND COMMONS ASSOCIATES
                           (a limited partnership)

                            PROJECT NO: 023-35279

                        NOTES TO FINANCIAL STATEMENTS



NOTE 1 - GENERAL

Ashland Commons Associates is a Massachusetts limited partnership which was 
formed on September 29, 1982  for the purpose of owning, rehabilitating and 
operating a multi-unit apartment complex containing 96 residential units 
under the provisions of Section 221 (d)(4) of the National Housing Act.


NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is insured by the Federal Housing Administration (FHA)
and is payable in monthly installments of approximately$48,283, including 
interest at 11.728% per annum, through 2024.  Annual principal payments will 
average approximately $28,401 each year for the next five years.

The partnership is required to make monthly payments of $2,094 into a fund for 
replacements.  Withdrawals from this fund can only be made upon the approval
of the Federal Housing Commissioner.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.

NOTE 3 - RELATED PARTY TRANSACTIONS

The partnership pays a 4.5% management fee based on gross revenues collected, 
which, at present, is capped at $41.82 PUPM, to an affiliate of a general 
partner, and also $506  per month for data processing.  Further, the 
management company is reimbursed at cost for salaries and wages adn related 
employee expenses such as payroll taxes, health insurance, disability 
insurance, workers compensation and other insurance.

NOTE 4 - CAPITAL DISTRIBUTION RESTRICTION

No distribution of assets may be made except from "surplus cash" as defined
in the regulatory agreement with the Federal Housing Adminstration.  Total 
distributions are limited to $92,045 per annum as allowed by MHFA.

<PAGE>



                           ASHLAND COMMONS ASSOCIATES
                             (a limited partnership)
                              PROJECT NO: 023-35279
                            

                         REPORT ON FINANCIAL STATEMENTS
                              

                          YEAR ENDED DECEMBER 31, 1994
                            









<PAGE>

                                    CONTENTS

                                                                    		Page

Auditors' Report                                                       	3

Financial Statements:
	Balance Sheet	                                                         4
	Statement of Profit and Loss	                                          5
	Statement of Partners' Deficit	                                        7
	Statement of Cash Flows	                                               8
	Summary of Accounting Policies	                                       10
	Notes to Financial Statements	                                        11














<PAGE>

                                       January 24, 1995

To the Partners of
Ashland Commons Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of HUD Project No. 023-35279
of the Ashland Commons Associates (a limited partnership) as of December 31,
1994 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 
principals used and significant estimates made by management, as well as 
evaluating the overall financial statements presentation.  We believe that 
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of HUD Project No. 
023-35279 as of December 31, 1994, and the results of its operations and its
cash flow for the year then ended in conformity with generally accepted 
accounting principles.


Lloyd B. McManus, C.P.A., P.C.
Boston, Massachusetts

<PAGE>

                           ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 023-35279

                                  BALANCE SHEET

                                DECEMBER 31, 1994
                                   

                                     ASSETS
CURRENT ASSETS

  Cash and Cash Equivalents                                      $316,016
  Tenants: Accounts Receivable                                      3,129
  Accounts Receivable                                              14,612
  Property Insurance                                               25,591
  Mortgage Insurance                                                9,963
		Total Current Assets                                            369,311

DEPOSITS HELD IN TRUST - FUNDED

  Tenants' Security Deposits (Contra)                              13,798
		Total Deposits Held in Trust                                     13,798

RESTRICTED DEPOSITS AND FUNDED RESERVES

  Mortgage Escrow Deposits                                         38,949
  Reserve for Replacements                                        163,194
  Residual Receipts                                                49,401
		Total Deposits                                                  251,544

FIXED ASSETS

  Land                                                            215,210
  Building (Mortgaged) - Note 2                                 5,404,364
  Less Accumulated Depreciation                                 2,293,211
		                                                              3,326,363

OTHER ASSETS

 	Deferred Charges                                                108,157
		                                                             $4,069,173

<PAGE>

                      LIABILITIES AND PARTNERS' DEFICIT

CURRENT LIABILITIES

  Accounts Payable (Note 4)                                     $119,267
  Accrued Interest Payable                                        46,724
  Mortgage Payable - Current Portion                              19,729
  Rent Deferred Credits                                               32
		Total Current Liabilities                                      185,752

DEPOSIT LIABILITIES
	
  Tenants' Security Deposits (Contra)                             13,457
		Total Deposits Liabilities                                      13,457

LONG-TERM LIABILITIES

  Mortgage Loan Payable - Note 2                               4,780,759
		Less: Current Portion                                           19,729
		Total Long-Term Liabilities                                  4,761,030

		Total Liabilities                                            4,960,239

COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 5

  Partners' Deficit - Note 5                                   (891,066)
		                                                           $4,069,173

See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)     
                            PROJECT NO: 023-35279

                         STATEMENT OF PROFIT AND LOSS

                      FOR THE YEAR ENDED DECEMBER 31, 1994
                               

REVENUES
 Gross Potential Rental Income                                   $1,249,771  
 Less Vacancies, Bad Debts, & 
   Section 236 Excess Rental Income Remitted                          2,287
 Effective Rental Income                                          1,247,484
 Interest Subsidy                                                         0
 Other Income                                                        22,909
 Residual Receipts (Remitted) or Reimbursed                               0
 Total Income                                                     1,270,393

OPERATING EXPENSES

 Admininstration                          140,158
 Maint., Res. Services & Security         300,393
 Utilities                                 35,022
 Taxes (RE & Other)                        68,122 
 Insurance                                 18,599     
 Depreciation & Amortization              206,110
 Interest (Financing & Other)             576,555 
 Subtotal                                                         1,344,959
                                                       
 Net Income or (Loss) for the Development 
    before Non-Operating Items                                   (   74,566)
 Non-Operating Items [Gains or (Losses)]                                  0
 Net Income or (Loss) for the Development                        (   74,566)

See accompanying summary of accounting policies
and notes to financial statements.
 
<PAGE>

                          ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)
                            PROJECT NO:  023-35279

                        STATEMENT OF PARTNERS' DEFICIT

                     FOR THE YEAR ENDED DECEMBER 31, 1994




                                                  General     Limited
                                     Total        Partner     Partners
   
BALANCE, at December 31, 1993     $	(730,369)    $	(83,835)  $	(646,534)

Net loss for the period             	(74,566)	      (3,355)    	(71,211)

Distributions                       	(86,131)      	(3,876)    	(82,255)

BALANCE, at December 31, 1994     $	(891,066)    $	(91,066)  $	(800,000)

Percent of interest in profit 
   and losses                         	100%         	4.5%       	95.5%










See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                           ASHLAND COMMONS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 023-35279

                            STATEMENT OF CASH FLOWS

                         YEAR ENDED DECEMBER 31, 1994
                                     

OPERATING ACTIVITIES:


   Rental Income                                      $   	1,231,577
   Interest Income	                                           22,203
   Other Income                                       	          706        
   		                                            	         1,254,486
 	  
   Administrative expenses	                                   26,207
   Management fee	                                            48,180
   Operating and maintenance expenses	                       188,454
   Payrolls	                                                  96,368
   Utilities	                                                 39,390
   Real estate taxes and escrow deposits	                     72,728
   Payroll taxes	                                              4,094
   Insurance	                                                 43,971
   Interest on mortgage	                                     561,825
   Mortgage insurance premium                          	      23,904
   Tenant security deposits                            	      (1,334)
                
			                                                       	1,103,787 

   Net cash provided by operating activities                	150,699
            	
INVESTING ACTIVITIES:

   Increase in residual receipts fund	                        (2,535)
   Decrease in reserve for replacements - net                 	7,812

   Net cash provided by investing activities          	        5,277

FINANCING ACTIVITIES:

   Partners' distributions                                  	(86,131)

   Mortgage principal payments                               (17,568)

   Net cash used by financing activities                    (103,699)

   Net increase in cash                                      	52,277

CASH, at beginning of year                                  	263,739
 
CASH, at end of year                                       $	316,016  


See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>
 
                            ASHLAND COMMONS ASSOCIATES
                             (a limited partnership)
                              PROJECT NO: 023-35279

                              STATEMENT OF CASH FLOWS

                            YEAR ENDED DECEMBER 31, 1994
                                    (Continued)
                                     

Cash Flows from Operating Activities:

   Net loss                                                      $	(74,566)
   Adjustments to reconcile net loss to net cash
   provided by operating activities:
		Depreciation and Amortization	                                   206,110

		Changes in operating assets and liabilities:
			Increase in accounts receivable                                	(13,627)
			Increase in tenants' rents receivable                           	(2,286)
			Increase in prepaid expenses                                   	(21,757)
			Decrease in tenants' security deposits                           	2,169
			Increase in deposits in escrow	                                  (5,960)
			Increase in accounts payable and accrued
			   expenses	                                                     61,445
			Decrease in tenants' security deposits
			   payable     	                                                   (835)
			Increase in prepaid rents                     	                       6


   Net cash provided by operating activities                     $	150,699


<PAGE>

                            ASHLAND COMMONS ASSOCIATES
                              (a limited partnership)

                              PROJECT NO: 023-35279

                          SUMMARY OF ACCOUNTING POLICIES


BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.  The partnership, for tax purposes,
charged to expense certain costs, such as interest and real estate taxes 
during construction.  Accordingly, the cost of property and equipment shown
in these statements includes $649,227 which has been deducted for tax 
purposes.

The balance sheet does not give effect to any assets that the partners 
may have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings is 
based on a 25 year life using the straight-line method for financial 
reporting purposes.  For income tax purposes, accelerated depreciation 
methods are used.

AMORTIZATION 

Amortization of financing costs is based on a forty year life using the 
straight-line method for both financial reporting and income tax purposes.

INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The 
partners' share of the loss for tax purposes is includable in their income 
tax returns.

CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

<PAGE>

                             ASHLAND COMMONS ASSOCIATES
                               (a limited partnership)

                                PROJECT NO: 023-35279

                            NOTES TO FINANCIAL STATEMENTS


NOTE 1 - GENERAL

Ashland Commons Associates is a Massachusetts limited partnership which was 
formed on September 29, 1982  for the purpose of owning, rehabilitating and 
operating a multi-unit apartment complex containing 96 residential units 
under the provisions of Section 221 (d)(4) of the National Housing Act.
The partnership has a contract with HUD to receive rent subsidy equal to 
approximately 80% of the toal rental income.

NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is insured by the Federal Housing Administration (FHA) and
is payable in monthly installments of approximately $48,283, including 
interest at 11.728% per annum, through 2024.  Annual principal payments will
average approximately $25,275 each year for the next five years.

The partnership is required to make monthly payments of $2,094 into a fund 
for replacements.  Withdrawals from this fund can only be made upon the 
approval of the Federal Housing Commissioner.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.

NOTE 3 - RELATED PARTY TRANSACTIONS

The partnership pays a 4.5% management fee based on gross revenues 
collected, which, at present, is capped at $41.82 PUPM, to an affiliate of 
a general partner, and also $509 per month for data processing.

NOTE 4 - ACCOUNTS PAYABLE

Accounts payable consisted of:

	Payroll                                  $	3,652
	Insurance	                                   110
	Operating and maintenance 	               96,756
	Utilities	                                12,132
	Administrative expenses                  	 6,617

		Total                                 $	119,267


NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION

No distribution of assets may be made except from "surplus cash" as defined 
in the regulatory agreement with the Federal Housing Administration.  Total 
distributions are limited to $92,045 per annum as allowed by MHFA.

<PAGE>


                         ROCKLEDGE APARTMENTS ASSOCIATES
                             (a limited partnership)
                              PROJECT NO: 71-187-N
                               

                        REPORT ON FINANCIAL STATEMENTS
                              

                         YEAR ENDED DECEMBER 31, 1996
                            















<PAGE>

                                   CONTENTS

                                                                    		Page

Auditors' Report	                                                      3

Financial Statements:
	Balance Sheet	                                                        4
	Statement of Profit and Loss	                                         5
	Statement of Partners' Equity (Deficit)	                              6
	Statement of Cash Flows	                                              7
	Summary of Accounting Policies	                                       8
	Notes to Financial Statements	                                        9














<PAGE>

                                                           February 5, 1997

To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of Rockledge Apartments 
Associates, MHFA Project No. 71-187-N, (a limited partnership) as of 
December 31, 1996 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 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 Rockledge Apartments 
Associates as of December 31, 1996, and the results of its operations and 
its cash flows for the year then ended in conformity with generally accepted
accounting principles.


Lloyd B. McManus, C.P.A., P.C.
Boston, Massachusetts 

<PAGE>

                    ROCKLEDGE APARTMENTS ASSOCIATES
                        (a limited partnership)

                         PROJECT NO: 71-187-N

                            BALANCE SHEET

                          DECEMBER 31, 1996
                                   

                              ASSETS

CURRENT ASSETS

	Cash and Cash Equivalents                                     $164,844
	Tenants: Accounts Receivable                                     7,196 
	Total Current Assets                                           172,040 

DEPOSITS HELD IN TRUST - FUNDED

	Tenants' Security Deposits (Contra)                            25,103
	Total Deposits Held in Trust                                   25,103 

RESTRICTED DEPOSITS AND FUNDED RESERVES

	Mortgage Escrow Deposits                                       16,219
	Reserve for Replacements                                      173,341
	Total Deposits                                                189,560

FIXED ASSETS

	Land                                                          90,000
	Building (Mortgaged) - Note 2                              1,888,360
	Less Accumulated Depreciation                              1,077,953
	                                                             900,407

         	                                                 $1,287,110

<PAGE>

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts Payable                                             $18,804
	Accrued Interest Payable                                       1,977
	Mortgage Payable - Current Portion                            23,584 
	Total Current Liabilities                                     44,365

DEPOSIT LIABILITIES
	
	Tenants' Security Deposits (Contra)                           23,358
	Total Deposits Liabilities                                    23,358

LONG-TERM LIABILITIES

	Note payable to affiliate - Note                             335,922
	Mortgage Loan Payable - Note 2                             1,252,527
	Less: Current Portion                                         23,584
	Total Long-Term Liabilities                                1,264,865

	Total Liabilities                                          1,332,588

COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4

PARTNERS' EQUITY (DEFICIT) - Note 4:

	General Partners                                              3,417
	Limited Partners                                            (48,895)
	Total Partners' Deficit                                     (45,478)
	                                                         $1,287,110

See accompanying summary of accounting policies
and notes to financial statements.

<PAGE> 

                        ROCKLEDGE APARTMENTS ASSOCIATES
                             (a limited partnership)

                              PROJECT NO: 71-187-N

                          STATEMENT OF PROFIT AND LOSS

                      FOR THE YEAR ENDED DECEMBER 31, 1996

REVENUES:

	Rental income, less vacancies of   $10,596                      $376,348
	Interest income                                                   18,848
	Miscellaneous income                                                 587

 		Total revenues                                                 395,783

COST OF OPERATIONS:
	Repairs and maintenance                  $111,343
	Salaries and wages                         67,501
	Real estate taxes                          24,035
	Management fee (Note 4)                    22,793
	Utilities                                  46,256
	Administrative                             27,066
	Insurance                                   5,548
	Payroll taxes and employee 
	  benefits                                 16,012               
 Depreciation and Amortization              65,048               385,652 

	Income before interest expenses 	                                10,131

INTEREST EXPENSE (Notes 2 and 3)                                  28,648

NET LOSS                                                        $(18,517)

	Net Loss to General Partners                                       $556

	Net Loss to Limited Partners                                    $17,967

See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                         ROCKLEDGE APARTMENTS ASSOCIATES
                             (a limited partnership)

                              PROJECT NO: 71-187-N

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                       FOR THE YEAR ENDED DECEMBER 31, 1996 




                                                  General     Limited
                                     Total        Partner     Partners
   
BALANCE, at December 31, 1995     $	(26,961)    $	4,215   $	(31,176)

Net loss for the period            	(18,517)     	(556)    	(17,961)

BALANCE, at December 31, 1996     $	(45,478)    $	3,659   $	(49,137)

Percent of interest in profit 
   and losses                         100%            3%         97%









See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                         ROCKLEDGE APARTMENTS ASSOCIATES
                             (a limited partnership)

                              PROJECT NO: 71-187-N

                             STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 31, 1996
                                     

OPERATING ACTIVITIES:

   Net loss                                                    $	(18,517)
   Adjustments to reconcile net loss to net cash
   provided by operating activities:
     		Depreciation and Amortization	                             65,048

      	Changes in operating assets and liabilities:
			       Decrease in tenants' rents receivable	                   7,144
			       Increase in tenants' security deposits                  (1,017)
			       Decrease in mortgage escrow deposits	                    1,201
			       Decrease in accounts payable and accrued 
			          expenses                                            	(8,185)
			       Decrease in tenants' security deposits
			          payable                                               	(510)


   Net cash provided by operating activities                     	45,164


INVESTING ACTIVITIES:

   Increase in reserve for replacements - net                   	(55,267)

FINANCING ACTIVITIES:

   Note payable to affiliate principal payments                 	(7,743)

   Mortgage principal payments                                 	(21,979)

   Net cash used by financing activities                       	(29,722)

   Net decrease in cash and cash equivalents                   	(39,825)
  
CASH AND CASH EQUIVALENTS, at beginning of year                	204,669
 
CASH AND CASH EQUIVALENTS, at end of year                     $	164,844  


Disclosure of Accounting Policy and Supplemental Information:
 	Supplemental Disclosures of Cash Flow information:
	  	Cash paid during the year for interest                    $	106,766



See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                         ROCKLEDGE APARTMENTS ASSOCIATES
                             (a limited partnership)

                              PROJECT NO: 71-187-N

                         SUMMARY OF ACCOUNTING POLICIES   



BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.

The balance sheet does not give effect to any assets that the partners may 
have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings and 
equipment is based on a twenty-five year life and a five year life 
respectively.  The ACRS method is used for tax purposes.


INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The partners' 
share of the loss for tax purposes is includable in their income tax returns.


CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less to be cash equivalents.


ESTIMATES

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect certain reported amounts and disclosures.

<PAGE>
 
                         ROCKLEDGE APARTMENTS ASSOCIATES
                              (a limited partnership)

                                PROJECT NO: 71-187-N

                          NOTES TO FINANCIAL STATEMENTS
                                 


NOTE 1 - GENERAL

Rockledge Apartments Associates is a Massachusetts limited partnership 
which was formed on February 24, 1973  for the purpose of owning, 
rehabilitating and operating a multi-unit apartment complex containing 60 
residential units.  The partnership has a contract with HUD to receive rent
subsidy equal to approximately 84% of the total rental income.  The contract
expires in May, 2018.


NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is payable to the Massachusetts Housing Finance Agency 
(MHFA) over a forty year period, in monthly installments of approximately
$3,841 (after interest subsidy payments of $6,597 monthly), including 
interest at 7.5485% per annum, through 2018.  Principal payments for the 
next five years are as follows:

			     1997          23,584
			     1998          25,310
			     1999          27,116
			     2000          29,163
			     2001          31,311

The partnership is required to make monthly payments of $7,858 to MHFA for 
real estate taxes, insurance, and a reserve for replacements.  Withdrawals 
must have the approval of MHFA.

Management believes it is not practical to estimate fair market value of 
the mortgaged property because it is not determinable as to whether 
financing with similar characteristics is currently available to the 
partnership.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.

NOTE 3 - NOTES PAYABLE

The note payable to affiliate bears interest at the rate of 12% per annum 
for a period of 15 years at which time the note is payable in full.  
Interest is payable only from Distributable Cash and residual amounts of 
Net Capital Transactions proceeds. 

<PAGE>

                       ROCKLEDGE APARTMENTS ASSOCIATES
                           (a limited partnership)

                             PROJECT NO: 71-187-N

                        NOTES TO FINANCIAL STATEMENTS
                                  (Continued)
                               



NOTE 4 - RELATED PARTY TRANSACTIONS

The partnership pays to an affiliate of a general partner a monthly 
management fee of 6% rents collected and a monthly bookkeeping fee of $375, 
and an annual fee of $1,862 to another affiliate of a general partner.  


NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION 

No distribution of assets may be made except from "surplus cash" as defined 
in the regulatory agreement with the MHFA.  Annual distributions are limited
to $9,847, as allowed by MHFA.










<PAGE>

                       ROCKLEDGE APARTMENTS ASSOCIATES
                           (a limited partnership)
                            PROJECT NO: 71-187-N
                               

                       REPORT ON FINANCIAL STATEMENTS
                              

                        YEAR ENDED DECEMBER 31, 1995
                            













<PAGE>

                                 CONTENTS

                                                                     		Page

Auditors' Report	                                                      3

Financial Statements:
	Balance Sheet	                                                        4
	Statement of Profit and Loss	                                         5 
	Statement of Partners' Equity (Deficit)	                              6
	Statement of Cash Flows	                                              7
	Summary of Accounting Policies	                                       8
	Notes to Financial Statements	                                        9















<PAGE>
                                       January 24, 1996

To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of MHFA Project No. 71-187-N 
of the Rockledge Apartments Associates (a limited partnership) as of 
December 31, 1995 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 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 MHFA Project No. 
71-187-N as of December 31, 1995, and the results of its operations and its 
cash flows for the year then ended in conformity with generally accepted 
accounting principles.


Lloyd B. McManus, C.P.A., P.C.
Boston, Massachusetts 

<PAGE>

                        ROCKLEDGE APARTMENTS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 71-187-N

                                BALANCE SHEET

                              DECEMBER 31, 1995
                                   

                                   ASSETS
CURRENT ASSETS

	Cash and Cash Equivalents                                      $204,669
	Tenants: Accounts Receivable                                     14,340 
	Total Current Assets                                            219,009

DEPOSITS HELD IN TRUST - FUNDED

	Tenants' Security Deposits (Contra)                             24,086
	Total Deposits Held in Trust                                    24,086 

RESTRICTED DEPOSITS AND FUNDED RESERVES

	Mortgage Escrow Deposits                                        17,420
	Reserve for Replacements                                       118,074
	Total Deposits                                                 135,494

FIXED ASSETS

	Land                                                            90,000
	Building (Mortgaged) - Note 2                                1,888,360
	Less Accumulated Depreciation                                1,012,960
	                                                               965,400

OTHER ASSETS

	Deferred Charges                                                    55
           	                                                 $1,344,044

<PAGE>

                  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts Payable                                               $26,862
	Accrued Interest Payable                                         2,104
	Mortgage Payable - Current Portion                              21,979 
	Total Current Liabilities                                       50,945

DEPOSIT LIABILITIES
	
	Tenants' Security Deposits (Contra)                             23,868
	Total Deposits Liabilities                                      23,868

LONG-TERM LIABILITIES

	Note payable to affiliate - Note                               343,665
	Mortgage Loan Payable - Note 2                               1,274,506
	Less: Current Portion                                           21,979
	Total Long-Term Liabilities                                  1,296,192

	Total Liabilities                                            1,371,005

COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4

PARTNERS' EQUITY (DEFICIT) - Note 4:

	General Partners                                                8,972
	Limited Partners                                              (35,933)
	Total Partners' Deficit                                       (26,961)
	                                                           $1,344,044

See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                        ROCKLEDGE APARTMENTS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 71-187-N

                         STATEMENT OF PROFIT AND LOSS

                      FOR THE YEAR ENDED DECEMBER 31, 1995

REVENUES:

	Rental income, less vacancies of    $5,838                        $392,567
	Interest income                                                     15,258
	Miscellaneous income                                                   880

   		Total revenues                                                 408,705

COST OF OPERATIONS:
 Repairs and maintenance                  $89,579
	Salaries and wages                        47,910
	Real estate taxes                         43,163
	Management fee (Note 4)                   23,586
	Utilities                                 44,090
	Administrative                            28,711
	Insurance                                  5,578
	Payroll taxes and employee 
	  benefits                                12,508                  
 Depreciation and Amortization             65,137                  360,262 

	Income before interest expenses                                    48,443

INTEREST EXPENSE (Notes 2 and 3)                                    30,822

NET INCOME                                                         $17,621

	Net Income to General Partners                                       $529

	Net Income to Limited Partners                                    $17,092

See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                         ROCKLEDGE APARTMENTS ASSOCIATES
                              (a limited partnership)
                               PROJECT NO: 71-187-N

                         STATEMENT OF PARTNERS' DEFICIT

                      FOR THE YEAR ENDED DECEMBER 31, 1995




                                                  General     Limited
                                     Total        Partner     Partners
   
BALANCE, at December 31, 1994     $	(44,582)    $	3,686   $	(48,268)

Net Income for the period           	17,621      	5,286     	12,335 

BALANCE, at December 31, 1995     $	(26,961)    $	8,972   $	(35,933)

Percent of interest in profit 
   and losses                       100%            3%         97%







See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                          ROCKLEDGE APARTMENTS ASSOCIATES
                              (a limited partnership)
                                PROJECT NO: 71-187-N

                              STATEMENT OF CASH FLOWS

                            YEAR ENDED DECEMBER 31, 1995
                                     

OPERATING ACTIVITIES:

   Net income                                             $	17,621
   Adjustments to reconcile net income to net cash
   provided by operating activities:
       Depreciation and Amortization  	                     65,137

      	Changes in operating assets and liabilities:
	       		Increase in tenants' rents receivable            	(3,540)
			       Decrease in prepaid expenses	                      5,745
			       Increase in tenants' security deposits	           (3,256)
			       Increase in mortgage escrow deposits	             (3,394)
			       Increase in accounts payable	                      5,757
			       Increase in tenants' security deposits
			             payable     	                                3,619
			       Decrease in prepaid rents                           	(90)


   Net cash provided by operating activities               	87,599

INVESTING ACTIVITIES:

   Decrease in reserve for replacements - net               	4,628

FINANCING ACTIVITIES:

   Note payable to affiliate principal payments	            (1,812)

   Mortgage principal payments                            	(20,486)

   Net cash used by financing activities                  	(22,298)

   Net increase in cash and cash equivalents               	69,929
  
CASH AND CASH EQUIVALENTS, at beginning of year           	134,740
 
CASH AND CASH EQUIVALENTS, at end of year                $	204,669  


Disclosure of Accounting Policy and Supplemental Information:
 	Supplemental Disclosures of Cash Flow information:
	  	Cash paid during the year for interest                $	114,191

See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                        ROCKLEDGE APARTMENTS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 71-187-N

                        SUMMARY OF ACCOUNTING POLICIES   

BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.

The balance sheet does not give effect to any assets that the partners may 
have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings and 
equipment is based on a twenty-five year life and a five year life 
respectively.  The ACRS method is used for tax purposes.

INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The partners' 
share of the loss for tax purposes is includable in their income tax returns.

CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less to be cash equivalents.

<PAGE>

                         ROCKLEDGE APARTMENTS ASSOCIATES
                              (a limited partnership)

                               PROJECT NO: 71-187-N

                          NOTES TO FINANCIAL STATEMENTS
                                 


NOTE 1 - GENERAL

Rockledge Apartments Associates is a Massachusetts limited partnership 
which was formed on February 24, 1973  for the purpose of owning, 
rehabilitating and operating a multi-unit apartment complex containing 60 
residential units.


NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is payable to the Massachusetts Housing Finance Agency 
(MHFA) over a forty year period, in monthly installments of approximately 
$3,841 (after interest subsidy payments of $6,597 monthly), including 
interest at 7.5485% per annum, through 2018.  Principal payments for the 
next five years are as follows:

			     1996          21,979
			     1997          23,584
			     1998          25,310
			     1999          27,116
			     2000          29,163

The partnership is required to make monthly payments of $7,858 to MHFA for 
real estate taxes, insurance, and a reserve for replacements.  Withdrawals 
must have the approval of MHFA.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.

NOTE 3 - NOTES PAYABLE

The note payable to affiliate bears interest at the rate of 12% per annum 
for a period of 15 years at which time the note is payable in full.  
Interest is payable only from Distributable Cash and residual amounts of 
Net Capital Transactions proceeds.

<PAGE>
 
                          ROCKLEDGE APARTMENTS ASSOCIATES
                              (a limited partnership)
                               PROJECT NO: 71-187-N

                           NOTES TO FINANCIAL STATEMENTS
                                     (Continued)
                             

NOTE 4 - RELATED PARTY TRANSACTIONS

The partnership pays a monthly management fee of 6% rents collected to an 
affiliate of a general partner and an annual fee of $1,862 to another 
affiliate of a general partner.  


NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION 

No distribution of assets may be made except from "surplus cash" as defined 
in the regulatory agreement with the MHFA.  Annual distributions are 
limited to $9,847, as allowed by MHFA.











<PAGE>

                       ROCKLEDGE APARTMENTS ASSOCIATES
                           (a limited partnership)
                            PROJECT NO: 71-187-N
                               
     
                      REPORT ON FINANCIAL STATEMENTS
                                                     

                       YEAR ENDED DECEMBER 31, 1994
                            















<PAGE>

                                   CONTENTS
        
                                                                    			Page

Auditors' Report	                                                      3
Financial Statements:
	Balance Sheet	                                                        4
	Statement of Operations (Form F.C. - 2A)	                             5
	Statement of Partners' Equity
		(Deficit) (Form F.C. - 3C)                                          	6
	Statement of Cash Flows	                                              7
	Summary of Accounting Policies	                                       8
	Notes to Financial Statements	                                        9













<PAGE>

                                       January 25, 1995

To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of MHFA Project No. 71-187-N 
of the Rockledge Apartments Associates (a limited partnership) as of 
December 31, 1994 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 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 statements presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of MHFA Project No. 
71-187-N as of December 31, 1994, and the results of its operations and its 
cash flow for the year then ended in conformity with generally accepted 
accounting principles.


Lloyd B. McManus, C.P.A., P.C.
Boston, Massachusetts

<PAGE>
 
                       ROCKLEDGE APARTMENTS ASSOCIATES
                          (a limited partnership)
                           PROJECT NO: 71-187-N

                               BALANCE SHEET

                             December 31, 1994       

                                  ASSETS

Property (mortgaged) - Note 2:
	Land                                                          $	90,000
	Building	                                                    1,624,825
	Furnishings and equipment                           	          263,535
			                                                           1,978,360
	Less accumulated depreciation                       	          947,967

		NET PROPERTY AND EQUIPMENT	                                 1,030,393

Cash		                                                          134,740
Rents receivable	                                                10,800
Tenants' security deposits	                                      20,830
Prepaid expenses	                                                 5,745
Deposits in escrow	                                              14,026
Reserve for replacement funded	                                 122,702
Deferred finance fees                                 	             199

            		                                              $	1,339,435


                      LIABILITIES AND PARTNERS' DEFICIT

Liabilities:

	Mortgage loan payable (Note 2)                             $	1,294,992
	Note payable to affiliate (Note 3)	                             45,477
	Accounts payable	                                                2,073
	Accrued expenses	                                               21,136
	Tenants' security deposits payable	                             20,249
	Prepaid rent                                                       	90

		TOTAL LIABILITIES                                          	1,384,017

Commitments and contingencies (Notes 2, 3 and 4)

Partners' deficit (Note 5)                                     	(44,582)

            		                                              $	1,339,435

See accompanying summary of accounting policies
and notes to financial statement. 

<PAGE>

                        ROCKLEDGE APARTMENTS ASSOCIATES
                            (a limited partnership)
                             PROJECT NO: 71-187-N

                           STATEMENT OF OPERATIONS

                         YEAR ENDED DECEMBER 31, 1994 


REVENUES:
  Gross Potential Rental Income	                                 $	412,701
  Less Vacancies, Bad Debts & Section 236
	 Excess Rental Income remitted	                                   	31,755

  Effective Rental Income		                                        380,946 
  Interest subsidy		                                                80,546
  Other income - Total	                                            	10,847
  Residual receipts (remitted) or reimbursed	                         	--
  Total Income		                                                   472,339

OPERATING EXPENSES:
  Administration                                $ 	68,685
  Maintenance, Res. Svcs. & Security	             128,761
  Utilities	                                       43,890
  Taxes (R.E. & Other)                             41,970
  Insurance	                                        6,772
  Depreciation and Amortization                    65,137
  Interest (Financing & Other)                   	107,435
            Subtotal	                                             	462,650

  Net Income for the Development
 	before Non-Operating Items		                                       9,689

  Non-Operating Items (Gains	or Losses)                        	      	--

  Net Income for the Development		                                   9,689

 	Add: Revenues of the Partnership not
	 Applicable to the Development	                                      	--


  Subtr: Expenses of the Partnership not
	 Applicable to the Development                              	      	5,460

  Net Income for the Partnership	                                  $	4,229

F.C. - 2A

See accompanying summary of accounting policies 
and notes to financial statements. 

<PAGE>

                       ROCKLEDGE APARTMENTS ASSOCIATES
                            (a limited partnership)
                            PROJECT NO:  023-35279

                   STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                    FOR THE YEAR ENDED DECEMBER 31, 1994 

                                                      General    Limited
                                           Total      Partners   Partners



  BALANCE, December 31, 1993           $	(48,811)     $	3,559    $	(52,370)

  Add: Capital Contributions	               --	           --	          --

  Add: Net Income for the period	          4,229	         127	        4,102

  Deduct: Distribution                     	--            	--          	--

  BALANCE, December 31, 1994           $	(44,582)     $	3,686     $	(48,268)














Form F.C. - 3C


See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                           ROCKLEDGE APARTMENTS ASSOCIATES
                               (a limited partnership)
                                PROJECT NO: 071-187-N

                               STATEMENT OF CASH FLOWS

                             YEAR ENDED DECEMBER 31, 1994
                               

OPERATING ACTIVITIES:

   Net Income                                            $    	4,229
  	Adjustments to reconcile net loss to net cash
   provided by operating activities:
		    Depreciation and Amortization	                          65,137

    		Changes in operating assets and liabilities:
			      Increase in rents receivable	                        (4,154)
			      Decrease in prepaid expenses	                           762
			      Decrease in tenants' security deposits	               3,863
			      Increase in insurance and real estate
			          tax escrows	                                     (3,750)
			      Decrease in accounts payable	                        (1,377)
			      Decrease in accrued expenses	                        (9,632)
			      Decrease in tenants' security deposits
			          payable                                         	(2,110)
         Decrease in prepaid rents                             	(209)

   Net cash provided by operating activities                 	52,759

INVESTING ACTIVITIES:

	Increase in reserve for replacements - net                 	(16,648)

   Net cash used in investing activities                    	(16,648)

FINANCING ACTIVITIES:

	Decrease in mortgage loan payable                          	(19,097)

   Net cash used in financing activities                    	(19,097)

Net increase in cash	                                         17,014

CASH, at beginning of year                                  	117,726

CASH, at end of year                                       $	134,740  

Supplemental Disclosures of Cash Flow information:
  Cash paid during the year for interest                   $	117,392


See accompanying summary of accounting policies
and notes to financial statements. 

<PAGE>

                      ROCKLEDGE APARTMENTS ASSOCIATES
                          (a limited partnership)
                            PROJECT NO: 71-187-N

                      SUMMARY OF ACCOUNTING POLICIES   



BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.

The balance sheet does not give effect to any assets that the partners may 
have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings and
equipment is based on a twenty-five year life and a five year life 
respectively.  The ACRS method is used for tax purposes.

INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The partners' 
share of the loss for tax purposes is includable in their income tax returns.

CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less to be cash equivalents.

<PAGE>

                          ROCKLEDGE APARTMENTS ASSOCIATES
                              (a limited partnership)

                                PROJECT NO: 71-187-N

                           NOTES TO FINANCIAL STATEMENTS
                                 

NOTE 1 - GENERAL

Rockledge Apartments Associates is a Massachusetts limited partnership 
which was formed on February 24, 1973  for the purpose of owning, 
rehabilitating and operating a multi-unit apartment complex containing 
60 residential units.


NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is payable to the Massachusetts Housing Finance Agency 
(MHFA) over a forty year period, in monthly installments of approximately 
$3,841 (after interest subsidy payments of $6,597 monthly), including 
interest at 7.5485% per annum, through 2018.  Principal payments for the 
next five years are as follows:

			     1995          20,486
			     1996          21,979
			     1997          23,584
			     1998          25,310
			     1999          27,116

The partnership is required to make monthly payments of $7,861 to MHFA for 
real estate taxes, insurance, and a reserve for replacements.  Withdrawals 
must have the approval of MHFA.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.

NOTE 3 - NOTES PAYABLE

The note payable to affiliate bears interest at the rate of 12% per annum 
for a period of 15 years at which time the note is payable in full.  
Interest is payable only from Distributable Cash and residual amounts of 
Net Capital Transactions proceeds.

<PAGE>

                       ROCKLEDGE APARTMENTS ASSOCIATES
                           (a limited partnership)
                             PROJECT NO: 71-187-N

                       NOTES TO FINANCIAL STATEMENTS
                                 (Continued)
                               
NOTE 4 - RELATED PARTY TRANSACTIONS

The partnership pays a monthly management fee of 6% rents collected to an 
affiliate of a general partner and an annual fee of $1,862 to another 
affiliate of a general partner.  


NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION 

No distribution of assets may be made except from "surplus cash" as defined 
in the regulatory agreement with the MHFA.  Annual distributions are limited
to $9,847, as allowed by MHFA.