INDEPENDENT AUDITOR'S REPORT



To the Partners
Arboretum Villages Limited Partnership
Minneapolis, Minnesota

We have audited the accompanying balance sheets of Arboretum Villages Limited
Partnership (the Partnership), a Minnesota limited partnership, as of December
31, 2003 and 2002 and the related statements of operations, changes in partners'
deficit and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Partnership as of December
31, 2003 and 2002, and the results of its operations, changes in partners'
deficit and cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information included in the report
(shown on pages 10-13) is presented for the purposes of additional analysis and
is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.





January 14, 2004                                   ABDO, EICK & MEYERS, LLP
Minneapolis, Minnesota                             Certified Public Accountants

<PAGE>

[GRAPHIC OMITTED][GRAPHIC OMITTED]



                          INDEPENDENT AUDITORS' REPORT

To the Partners
Bartley Manor Limited Partnership
Middleton, Wisconsin

We have  audited  the  accompanying  balance  sheets of  Bartley  Manor  Limited
Partnership  as of December  31, 2003 and 2002,  and the related  statements  of
income and  partners'  capital  and cash flows for the years then  ended.  These
financial  statements are the  responsibility of the company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Bartley  Manor  Limited
Partnership  as of December 31, 2003 and 2002, and the results of its operations
and cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

In accordance  with  Government_Auditing_Standards  and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 16, 2004, on our
consideration of the partnership's  internal control,  and reports dated January
16, 2004, on its compliance with specific  requirements  applicable to the major
programs,   and   specific   requirements   applicable   to  Fair   Housing  and
Non-Discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

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


                                        [GRAPHIC OMITTED][GRAPHIC OMITTED]


Madison, Wisconsin
January 16, 2004


<PAGE>





                         REPORT OF INDEPENDENT AUDITORS

To the Partners
Briar Crest Apartments I


We have audited the accompanying balance sheets of Briar Crest Apartments I, FHA
Project No.  047-44061  LDP/SUP (a limited  partnership) as of December 31, 2003
and 2002, and the related statements of operations, changes in partners' equity,
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the project's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Briar Crest Apartments I as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report
dated January 14, 2004 on our  consideration  of the project's  internal control
and on our tests of its compliance with certain provisions of laws, regulations,
contracts,  and grants. That report is an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

The  accompanying  supplementary  information  is  presented  for the purpose of
additional analysis and is not a required part of the basic financial statements
of Briar Crest Apartments I. Such information has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.

                                            [GRAPHIC OMITTED][GRAPHIC OMITTED]


January 14, 2004


<PAGE>






                         REPORT OF INDEPENDENT AUDITORS

To the Partners
Briar Crest Apartments II


We have audited the  accompanying  balance sheets of Briar Crest  Apartments II,
FHA Project No.  047-44087  LDP/SUP (a limited  partnership)  as of December 31,
2003 and 2002, and the related  statements of  operations,  changes in partners'
equity, and cash flows for the years then ended. These financial  statements are
the responsibility of the project's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Briar Crest Apartments II as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report
dated January 14, 2004 on our  consideration  of the project's  internal control
and on our tests of its compliance with certain provisions of laws, regulations,
contracts,  and grants. That report is an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

The  accompanying  supplementary  information  is  presented  for the purpose of
additional analysis and is not a required part of the basic financial statements
of Briar  Crest  Apartments  II.  Such  information  has been  subjected  to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
financial statements taken as a whole.

                                            [GRAPHIC OMITTED][GRAPHIC OMITTED]

January 14, 2004


<PAGE>



To the Partners
Heritage Estates I Limited Partnership
St. Louis, Missouri


                          INDEPENDENT AUDITORS' REPORT

We have audited the  accompanying  balance sheets of Heritage  Estates I Limited
Partnership,  (A Missouri Limited Partnership) HUD Project No. 085-35179-PM (the
"Partnership")  as of December 31, 2003 and 2002, and the related  statements of
profit and loss, changes in partners' capital, and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Heritage  Estates I Limited
Partnership,  as of  December  31,  2003  and  2002,  and  the  results  of  its
operations, changes in partners' capital and cash flows for the years then ended
in conformity with U.S. generally accepted accounting principles.

In accordance with U.S. Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 23, 2004, on our
consideration of Heritage Estates I Limited  Partnership's  internal control and
on our tests of its  compliance  with certain  provisions of laws,  regulations,
contracts,  and grants. Those reports are an integral part of an audit performed
in  accordance  with U.S.  Government  Auditing  Standards and should be read in
conjunction with this report in considering the results of our audit.


<PAGE>


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


                                                   /s/ MPP&W, P.C.
January 23, 2004                                   Certified Public Accountants
St. Louis, Missouri


<PAGE>



To the Partners
Heritage Estates Associates Phase II
St. Louis, Missouri


                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying  balance sheets of Heritage Estates  Associates
Phase II, (A Missouri  Limited  Partnership) HUD Project No.  085-35193-PM  (the
"Partnership")  as of December 31, 2003 and 2002, and the related  statements of
profit and loss, changes in partners' capital, and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Heritage Estates  Associates
Phase II, as of December 31, 2003 and 2002,  and the results of its  operations,
changes  in  partners'  capital  and cash  flows  for the  years  then  ended in
conformity with U.S. generally accepted accounting principles.

In accordance with U.S. Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 23, 2004, on our
consideration of Heritage Estates  Associates Phase II's internal control and on
our  tests of its  compliance  with  certain  provisions  of laws,  regulations,
contracts,  and grants. Those reports are an integral part of an audit performed
in  accordance  with U.S.  Government  Auditing  Standards and should be read in
conjunction with this report in considering the results of our audit.



<PAGE>


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


                                                /s/MPP&W, P.C.
January 23, 2004                                Certified Public Accountants
St. Louis, Missouri


<PAGE>


                           BROWDER & ASSOCIATES, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS

                      2320 HIGHLAND AVENUE SOUTH, SUITE 290
                         BIRMINGHAM, ALABAMA 35205-2900
                                 --------------

                            TELEPHONE (205) 933-6855
                            FACSIMILE (205) 930-9486
Member of:
   Alabama Society of CPAs
   American Institute of CPAs
   SEC Practice Section


                          Independent Auditor's Report


To the owners of Highland Manor


We have audited the  accompanying  balance sheet of Highland Manor,  Project No.
062-35147-PM-EC-WAH,  as of December 31,  2003,  and the related  statements  of
profit and loss,  changes in  owners'  equity,  and cash flows for the year then
ended.  These financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Project as of December 31,
2003 and the  results  of its  operations  and its cash  flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 21, 2004 on our  consideration of the Project's  internal controls
and on out tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  Those  reports  are an  integral  part of an  audit  performed  in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit

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

Browder & Associates, P.C.

Birmingham, Alabama                      Federal Employer Identification Number:
January 21, 2004                                                      63-0986156

Audit Principal:  E.O. Browder, Jr.



<PAGE>


                           BROWDER & ASSOCIATES, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS

                      2320 HIGHLAND AVENUE SOUTH, SUITE 290
                         BIRMINGHAM, ALABAMA 35205-2900
                                 --------------

                            TELEPHONE (205) 933-6855
                            FACSIMILE (205) 930-9486


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


                          Independent Auditor's Report


To the owners of Highland Manor

We have audited the  accompanying  balance sheet of Highland Manor,  Project No.
062-35147-PM-EC-WAH,  as of December 31,  2002,  and the related  statements  of
profit and loss,  changes in  owners'  equity,  and cash flows for the year then
ended.  These financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Project as of December 31,
2002 and the  results  of its  operations  and its cash  flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 24, 2003 on our  consideration of the Project's  internal controls
and on out tests of its compliance  with certain laws,  regulations,  contracts,
and  grants.  Those  reports  are an  integral  part of an  audit  performed  in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit

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

Browder & Associates, P.C.

Birmingham, Alabama                      Federal Employer Identification Number:
January 21, 2003                                                      63-0986156

Audit Principal:  E.O. Browder, Jr.

<PAGE>

                           BROWDER & ASSOCIATES, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS

                      2320 HIGHLAND AVENUE SOUTH, SUITE 290
                         BIRMINGHAM, ALABAMA 35205-2900
                                 --------------

                            TELEPHONE (205) 933-6855
                            FACSIMILE (205) 930-9486

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


                          Independent Auditor's Report


To the Partners of
Lakewood Apartments
Eufaula, Alabama                                             RECD State Director


We have  audited the  accompanying  balance  sheet of Lakewood  Apartments  (the
Project),  Project No. 01-03-1331968,  as of December 31, 2003 and 2002, and the
related  statements of operations,  changes in partners' equity,  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the Project's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Project as of December 31,
2003 and 2002, and the results of its  operations,  changes in partners'  equity
and cash  flows for the  years  then  ended in  conformity  with U.S.  generally
accepted accounting principles.

In accordance with Government Auditing Standards we have also issued our reports
dated January 12, 2004, on our consideration of the Project's  internal controls
and  on its  compliance  with  laws  and  regulations  applicable  to the  basic
financial  statements.  Those reports are an integral part of an audit performed
in  accordance  with  Government  Auditing  Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

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

Browder & Associates, P.C.

Birmingham, Alabama                      Federal Employer Identification Number:
January 12, 2004                                                      63-0986156

Audit Principal:  E.O. Browder, Jr.


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Meadowlanes-II Associates Limited
    Dividend Housing Association

     We have audited the accompanying balance sheet of Meadowlanes-II Associates
Limited Dividend Housing  Association (A Michigan  Limited  Partnership),  MSHDA
Development  No. 38, as of  December  31,  2003 and the  related  statements  of
income, partners' equity and cash flows for the year then ended. These financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted  in the  United  States of  America  and the  standards  applicable  to
financial  audits  contained  in  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, such financial statements referred to above present fairly,
in all material respects,  the financial  position of Meadowlanes-II  Associates
Limited  Dividend  Housing  Association  (A  Michigan  Limited  Partnership)  at
December  31,  2003,  and the results of its  operations,  changes in  partners'
equity and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

     In accordance with Government Auditing  Standards,  we have also issued our
report dated January 29, 2004 on our consideration of Meadowlanes-II  Associates
Limited Dividend Housing Association's internal control over financial reporting
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  That report is an integral part of an audit  performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

     Our audit was made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 21
through  24 is  presented  for  purposes  of  additional  analysis  and is not a
required part of the basic financial statements.



<PAGE>



     Such information has been subjected to the auditing  procedures  applied in
the audit of the basic  financial  statements  and,  in our  opinion,  is fairly
stated in all material  respects in relation to the basic  financial  statements
taken as a whole.


/s/ Reznick Fedder & Silverman

Bethesda, Maryland
January 29, 2004


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Meadowlanes-II Associates Limited
    Dividend Housing Association

     We have audited the accompanying balance sheet of Meadowlanes-II Associates
Limited Dividend Housing  Association (A Michigan  Limited  Partnership),  MSHDA
Development  No. 38, as of  December  31,  2002 and the  related  statements  of
income, partners' equity and cash flows for the year then ended. These financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted  in the  United  States of  America  and the  standards  applicable  to
financial  audits  contained  in  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, such financial statements referred to above present fairly,
in all material respects,  the financial  position of Meadowlanes-II  Associates
Limited  Dividend  Housing  Association  (A  Michigan  Limited  Partnership)  at
December  31,  2002,  and the results of its  operations,  changes in  partners'
equity and its cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

     In accordance with Government Auditing  Standards,  we have also issued our
report dated January 20, 2003 on our consideration of Meadowlanes-II  Associates
Limited Dividend Housing Association's internal control over financial reporting
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants.  That report is an integral part of an audit  performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

     Our audit was made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 22
through  25 is  presented  for  purposes  of  additional  analysis  and is not a
required part of the basic financial statements.



<PAGE>



     Such information has been subjected to the auditing  procedures  applied in
the audit of the basic  financial  statements  and,  in our  opinion,  is fairly
stated in all material  respects in relation to the basic  financial  statements
taken as a whole.

/s/ Reznick Fedder & Silverman


Bethesda, Maryland
January 20, 2003




<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To the Partners
Pebble Valley Housing Partners Limited Partnership
Madison, Wisconsin



We  have   audited  the   accompanying   balance   sheets  of  HUD  Project  No.
075-35310-PM/L8  of Pebble Valley  Housing  Partners  Limited  Partnership as of
December  31,  2003 and 2002,  and the  related  statements  of  income  (loss),
partners'  deficit  and cash flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pebble Valley Housing Partners
Limited Partnership as of December 31, 2003 and 2002, and the results of its
operations, changes in partners' deficit and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.

In  accordance  with  Government  Auditing  Standards,  we have also  issued our
reports dated January 19, 2004, on our  consideration  of Pebble Valley  Housing
Partners  Limited  Partnership's  internal  control  and  on  our  tests  of its
compliance with certain provisions of laws, regulations,  contracts, and grants.
Those  reports are an integral  part of an audit  performed in  accordance  with
Government Auditing Standards and should be read in conjunction with this report
in considering the results of our audit.



January 19, 2004                              Suby, Von Haden & Associates, S.C.

Lead auditor:  Glen E. Weyenberg, CPA
Title:  Principal
ID #39-1203191
E-mail:  weyenbergg@sva.com


<PAGE>



                          INDEPENDENT AUDITORS' REPORT



Victorian Towers Associates
Camden, New Jersey


     We have  audited  the  accompanying  balance  sheets  of  Victorian  Towers
Associates  (a limited  partnership)  as of December 31, 2003 and 2002,  and the
related statements of operations,  partners' capital  (deficit),  and cash flows
for the years then ended.  These financial  statements are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Victorian Towers Associates
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

     In  accordance  with  Government  Auditing  Standards,  we have also issued
reports  dated  January  23,  2004  on our  consideration  of  Victorian  Towers
Associates'  internal  control and on our tests of its  compliance  with certain
provisions of laws,  regulations,  contracts,  and grants.  Those reports are an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.


<PAGE>

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information listed
in the Table of Contents is presented for purposes of additional analysis and is
not a  required  part  of the  basic  financial  statements.  This  supplemental
information  is  the  responsibility  of  the  Partnership's  management.   Such
information has been subjected to the auditing  procedures applied in our audits
of the basic financial  statements and, in our opinion, is fairly stated, in all
material  respects,  in relation to the basic  financial  statements  taken as a
whole.


                                                    by:/s/Elko & Associates Ltd.



January 23, 2004


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
VILLA MIRAGE I
(A Limited Partnership)
San Bernardino, California


We have  audited the  accompanying  balance  sheet of Villa  Mirage I (A Limited
Partnership),  California Housing Finance Agency Development Number 83-12-S,  as
of December 31,  2003,  and the related  statements  of  operations,  changes in
partners'  deficit,  and cash  flows for the year then  ended.  These  financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America and Government Auditing Standards, issued by the
Comptroller  General of the United States.  Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
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 Villa  Mirage I (A Limited
Partnership), California Housing Finance Agency Development Number 83-12-S as of
December  31,  2003,  and the  results  of its  operations  and the  changes  in
partners'  deficit  and cash  flows for the year then ended in  conformity  with
accounting principles generally accepted in the United States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  14, 2004 on our  consideration  of Village  Mirage I's  internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,   affirmative  fair  housing,  and  laws  and  regulations
applicable  to the financial  statements.  Those reports are an integral part of
the audit performed in accordance with Government  Auditing Standards and should
be read in conjunction with this report in considering the results of our audit.



Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 14, 2004

Lead Auditor:  Robert Kozak                                     EIN:  54-1639552


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
VILLA MIRAGE I
(A Limited Partnership)
San Bernardino, California


We have  audited the  accompanying  balance  sheet of Villa  Mirage I (A Limited
Partnership),  California Housing Finance Agency Development Number 83-12-S,  as
of December 31,  2002,  and the related  statements  of  operations,  changes in
partners'  deficit,  and cash  flows for the year then  ended.  These  financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States of America and Government Auditing Standards, issued by the
Comptroller  General of the United States.  Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
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 Villa  Mirage I (A Limited
Partnership), California Housing Finance Agency Development Number 83-12-S as of
December  31,  2002,  and the  results  of its  operations  and the  changes  in
partners'  deficit  and cash  flows for the year then ended in  conformity  with
accounting principles generally accepted in the United States of America.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  9, 2003 on our  consideration  of Village  Mirage  I's  internal
control structure and on its compliance with specific requirements applicable to
major  HUD  programs,   affirmative  fair  housing,  and  laws  and  regulations
applicable  to the financial  statements.  Those reports are an integral part of
the audit performed in accordance with Government  Auditing Standards and should
be read in conjunction with this report in considering the results of our audit.




Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 9, 2003

Lead Auditor:  Robert Kozak                                     EIN:  54-1639552


<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Partners
VILLA MIRAGE II (A Limited Partnership)

We have audited the accompanying balance sheet of Villa Mirage II (A Limited
Partnership), California Housing Finance Agency Development Number 81-26-S, as
of December 31, 2003, and the related statements of operations, changes in
partners' deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Villa Mirage II (A Limited
Partnership) as of December 31, 2003, and the results of its operations, changes
in partners' deficit and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have issued reports dated
January 14, 2004 on our consideration of Villa Mirage II's internal control
structure and on its compliance with specific requirements applicable to major
HUD programs, affirmative fair housing, and laws and regulations applicable to
the financial statements. Those reports are an integral part of the audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.


Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 14, 2004

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


<PAGE>



                      REITBERGER, POLLEKOFF AND KOZAK, P.C.
                          Certified Public Accountants
                          8133 Leesburg Pike, Suite 550
                                Vienna, VA 22182


                          INDEPENDENT AUDITORS' REPORT

To the Partners
VILLA MIRAGE II (A Limited Partnership)
San Bernardino, California

We have  audited the  accompanying  balance  sheet of Villa Mirage II (A Limited
Partnership),  California Housing Finance Agency Development Number 81-26-S,  as
of December 31,  2002,  and the related  statements  of  operations,  changes in
partners'  deficit,  and cash  flows for the year then  ended.  These  financial
statements  are  the  responsibility  of  the  partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Villa Mirage II (A Limited
Partnership) as of December 31, 2002, and the results of its operations, changes
in  partners'  deficit and its cash flows for the year then ended in  conformity
with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing  Standards,  we have issued reports dated
January 9, 2003 on our  consideration  of Villa  Mirage  II's  internal  control
structure and on its compliance with specific  requirements  applicable to major
HUD programs,  affirmative fair housing, and laws and regulations  applicable to
the  financial  statements.  Those  reports  are an  integral  part of the audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

Reitberger, Pollekoff, and Kozak, P.C.
Vienna, Virginia
January 9, 2003

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

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Partners
Village Green of Wisconsin Limited Partnership
Middleton, Wisconsin


We have audited the  accompanying  balance  sheets of Village Green of Wisconsin
Limited Partnership as of December 31, 2003 and 2002, and the related statements
of  operations  and  partners'  capital and cash flows for the years then ended.
These financial  statements are the responsibility of the company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Village  Green of Wisconsin
Limited  Partnership  as of December  31, 2003 and 2002,  and the results of its
operations and cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

In accordance  with  Government_Auditing_Standards  and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 16, 2004, on our
consideration of the partnership's  internal control,  and reports dated January
16,  2004,  on its  compliance  with  specific  requirements  applicable  to the
nonmajor  programs,  and specific  requirements  applicable  to Fair Housing and
Non-Discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

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


Madison, Wisconsin
January 16, 2004


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Village Square Limited Partnership
Middleton, Wisconsin


We have  audited  the  accompanying  balance  sheets of Village  Square  Limited
Partnership  as of December  31, 2003 and 2002,  and the related  statements  of
operations and partners' capital and cash flows for the years then ended.  These
financial  statements are the  responsibility of the company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Village  Square  Limited
Partnership  as of December 31, 2003 and 2002, and the results of its operations
and cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

In accordance  with  Government_Auditing_Standards  and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 15, 2004, on our
consideration of the partnership's  internal control,  and reports dated January
15, 2004, on its compliance with specific  requirements  applicable to the major
and nonmajor programs, and specific requirements  applicable to Fair Housing and
Non-Discrimination.  Those reports are an integral part of an audit performed in
accordance with Government  Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.

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


                                         [GRAPHIC OMITTED][GRAPHIC OMITTED]

Madison, Wisconsin
January 15, 2004


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Village Squire Apartments

We have audited the accompanying  balance sheet of Village Squire  Apartments (a
general  partnership)  as of December 31, 2003,  and the related  statements  of
profit and loss (on HUD Form No. 92410),  changes in partners' deficit, and cash
flows for the year then ended. These financial statements are the responsibility
of the partnerships' management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Village Squire Apartments as of
December 31, 2003, and the results of its  operations,  the changes in partners'
deficit,  and its  cash  flows  for the  year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included on
pages 15 and 17 is presented  for purposes of  additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.



Reitberger, Pollekoff, and Kozak, P.C.


Vienna, Virginia
January 16, 2004



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Village Squire Apartments

We have audited the accompanying  balance sheet of Village Squire  Apartments (a
general  partnership)  as of December 31, 2002,  and the related  statements  of
profit and loss (on HUD Form No. 92410),  changes in partners' deficit, and cash
flows for the year then ended. These financial statements are the responsibility
of the partnerships' management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Village Squire Apartments as of
December 31, 2002, and the results of its  operations,  the changes in partners'
deficit,  and its  cash  flows  for the  year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included on
pages 15 and 17 is presented  for purposes of  additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.



Reitberger, Pollekoff, and Kozak, P.C.


Vienna, Virginia
January 29, 2003



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Village Squire Apartments No. 3

We have audited the accompanying  balance sheet of Village Squire Apartments No.
3 (a general partnership) as of December 31, 2003, and the related statements of
profit and loss (on HUD Form No. 92410),  changes in partners' deficit, and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 Village Squire Apartments No. 3
of  December  31,  2003,  and the  results  of its  operations,  the  changes in
partners'  deficit  and cash  flows for the year then ended in  conformity  with
accounting principles generally accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included on
pages 14 through 16 is presented for the purposes of additional  analysis and is
not a required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly stated,  in all material  respects in
relation to the basic financial statements taken as a whole.





Reitberger, Pollekoff, and Kozak, P.C.


Vienna, Virginia
January 13, 2004



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Partners
Village Squire Apartments No. 3

We have audited the accompanying  balance sheet of Village Squire Apartments No.
3 (a general partnership) as of December 31, 2002, and the related statements of
profit and loss (on HUD Form No. 92410),  changes in partners' deficit, and cash
flows for the year then ended. These financial statements are the responsibility
of the partnerships' management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Village Squire Apartments No. 3
of  December  31,  2002,  and the  results  of its  operations,  the  changes in
partners'  deficit  and cash  flows for the year then ended in  conformity  with
accounting principles generally accepted in the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included on
pages 14 through 16 is presented for the purposes of additional  analysis and is
not a required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly stated,  in all material  respects in
relation to the basic financial statements taken as a whole.





Reitberger, Pollekoff, and Kozak, P.C.


Vienna, Virginia
January 16, 2003



<PAGE>


Independent Auditors' Report


To the Partners
Walsh Park Associates
Chicago, Illinois

We have audited the  accompanying  balance  sheets of Walsh Park  Associates  (a
Limited  Partnership)  (IHDA Development No. ML-176) as of December 29, 2003 and
December 31, 2002, and the related  statements of income,  partners'  equity and
cash flows for the period ended  December  29, 2003 and the year ended  December
31, 2002, respectively. These financial statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Walsh Park  Associates as of
December  29, 2003 and December  31,  2002,  and the results of its  operations,
changes in  partners'  equity and cash flows for the period  ended  December 29,
2003 and the year ended  December 31, 2002,  respectively,  in  conformity  with
accounting principles generally accepted in the United States.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  issued by the U.S.  Department of Housing and
Urban Development, Office of the Inspector General, we have also issued a report
dated January 14, 2004 on our  consideration of Walsh Park Associates'  internal
control and reports  dated  January 14,  2004 on its  compliance  with  specific
requirements  applicable  to  major  HUD  programs,  and  specific  requirements
applicable to Fair Housing and Non-Discrimination. Those reports are an integral
part of an audit performed in accordance with Government  Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.


<PAGE>


Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial  statements taken as a whole. The accompanying  supplemental  material
shown on Pages 19 through 24 is presented  for purposes of  additional  analysis
and is not a  required  part of the basic  financial  statements  of Walsh  Park
Associates.  Such  information  has been  subjected to the  auditing  procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.




                                         /s/ BDO Seidman LLP
                                         Certified Public Accountants



Chicago, Illinois
January 14, 2004




<PAGE>







             Independent Accountant's Report on Financial Statements



The Partners
Windham Associates
Lafayette, California


We have audited the accompanying  balance sheets of the Windham Associates (CHFA
Project No. 83-39-N), a California limited partnership,  as of December 31, 2003
and 2002 and the related statements of operations,  changes in partners' capital
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Windham Associates'  management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of the Windham Associates as of
December 31, 2003 and 2002, and the results of its operations and the changes in
partner's capital and its cash flows for the years then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States.  Danville,
California February 12, 2004

                                        /s/Regalia & Associates

Danville, California
February 12, 2004