June 29, 1998




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

       Boston Financial Qualified Housing Tax Credits L.P. V
       Annual Report on Form 10-K for the Year Ended March 31, 1998
       Commission File Number 0-19706


Dear Sir / Madam:

Pursuant to the requirements of Section 15(d) of the Securities  Exchange Act of
1934, there is filed herewith one copy of the subject report.

Very truly yours,



/s/Dianne Groark
Dianne Groark
Assistant Controller



QH510K-K


<PAGE>


                               UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549

                                 FORM 10-K

             Annual Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934

For the fiscal year ended                             Commission file number
March 31, 1998                                                    0-19706

                BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                (Exact name of registrant as specified in its charter)

      Massachusetts                                               04-3054464
(State of organization)                                        (I.R.S. Employer
                                                             Identification No.)
  101 Arch Street, 16th Floor
  Boston, Massachusetts                                          02110-1106
(Address of Principal executive office)                          (Zip Code)

Registrant's telephone number, including area code 617/439-3911

Securities registered pursuant to Section 12(b) of the Act:
                                                     Name of each exchange on
          Title of each class                             which registered

                None                                            None

Securities registered pursuant to Section 12(g) of the Act:

                  UNITS OF LIMITED PARTNERSHIP INTEREST
                              (Title of Class)
                                    100,000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                     Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Subsection  229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

State the aggregate sales price of partnership units held by non-affiliates of 
the registrant.
                                         $60,904,650 as of March 31, 1998


<PAGE>




                                                       
DOCUMENTS  INCORPORATED  BY REFERENCE:  LIST THE FOLLOWING  DOCUMENTS IF  
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE DOCUMENT 
IS  INCORPORATED:  (1) ANY ANNUAL REPORT TO SECURITY  HOLDERS:  (2) ANY PROXY
OR INFORMATION  STATEMENT:  AND (3) ANY PROSPECTUS FILED PURSUANT TO RULE 424(b)
OR (c) UNDER THE SECURITIES ACT OF 1933.

                                                              Part of Report on
                                                                 Form 10-K into
                                                             Which the Document
Documents incorporated by reference                            is Incorporated


Post-effective amendments No. 1 - 5 to the
Form S-11 Registration Statement, File # 33-29935                 Part I, Item 1

Acquisition Reports                                               Part I, Item 1

Post-effective amendment No. 6 to the Registration
Statement on Form S-11, File # 33-29935                        Part III, Item 12

Prospectus - Sections Entitled:

     "Estimated Use of Proceeds"                               Part III, Item 13

     "Management Compensations and Fees"                       Part III, Item 13

     "Profits and Losses for Tax Purposes, Tax
      Credits and Cash Distributions"                          Part III, Item 13




<PAGE>


                  BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                                 (A Limited Partnership)

                               ANNUAL REPORT ON FORM 10-K
                           FOR THE YEAR ENDED MARCH 31, 1998


                                 TABLE OF CONTENTS


                                                                        Page No.

PART I

     Item 1      Business                                                   K-3
     Item 2      Properties                                                 K-6
     Item 3      Legal Proceedings                                          K-12
     Item 4      Submission of Matters to a Vote of
                  Security Holders                                          K-12

PART II

     Item 5      Market for the Registrant's Units and
                  Related Security Holder Matters                           K-13
     Item 6      Selected Financial Data                                    K-14
     Item 7      Management's Discussion and Analysis of
                  Financial Condition and Results of Operations             K-15
     Item 8      Financial Statements and Supplementary Data                K-17
     Item 9      Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                    K-17

PART III

     Item 10     Directors and Executive Officers
                  of the Registrant                                         K-18
     Item 11     Management Remuneration                                    K-19
     Item 12     Security Ownership of Certain Beneficial
                  Owners and Management                                     K-20
     Item 13     Certain Relationships and Related Transactions             K-20

PART IV

     Item 14     Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                       K-23

SIGNATURES                                                                  K-24




<PAGE>


                                   PART I

Item 1.  Business

Boston Financial  Qualified Housing Tax Credits L.P. V (the  "Partnership") is a
Massachusetts  limited partnership formed on June 16, 1989 under the laws of the
State of Massachusetts.  The Partnership's  partnership agreement  ("Partnership
Agreement")  authorized  the sale of up to 100,000 units of Limited  Partnership
Interest  ("Units")  at $1,000 per Unit,  adjusted  for certain  discounts.  The
Partnership raised  $68,928,650  ("Gross  Proceeds"),  net of discounts of $350,
through the sale of 68,929 Units. Such amounts exclude five  unregistered  Units
previously acquired for $5,000 by the Initial Limited Partner, which is also one
of the General Partners. The offering of Units terminated on August 31, 1991. No
further sale of Units is expected.

The Partnership is engaged solely in the business of real estate investment.  On
March 1, 1997,  an  affiliate of the  Partnership's  Managing  General  Partner,
Boston  Financial  GP1-LLC,  became the Local General Partner of Burbank Limited
Partnership  I  ("Burbank").  As a result,  the  Partnership  was deemed to have
control over  Burbank (the  "Combined  Entity") and the  accompanying  financial
statements  are  presented  in  combined  form  to  conform  with  the  required
accounting  treatment under generally accepted accounting  principles.  However,
this  change  only  affects  the  presentation  of the  Partnership's  operating
results,  not the  business of the  Partnership.  Accordingly,  presentation  of
information  about industry segments is not applicable and would not be material
to an understanding of the Partnership's business taken as a whole.

The Partnership has invested as a limited partner in other limited  partnerships
("Local  Limited  Partnerships")  which own and  operate  residential  apartment
complexes  ("Properties") some of which benefit from some form of federal, state
or local assistance programs and all of which qualify for the low-income housing
tax credits ("Tax Credits")  added to the Internal  Revenue Code (the "Code") by
the Tax Reform Act of 1986. The investment objectives of the Partnership include
the  following:  (i) to provide  current tax benefits in the form of Tax Credits
which  qualified  limited  partners may use to offset their  federal  income tax
liability;  (ii) to preserve  and protect the  Partnership's  capital;  (iii) to
provide  limited  cash  distributions  from  property  operations  which are not
expected  to  constitute  taxable  income  during the  expected  duration of the
Partnership's  operations;  and (iv) to provide cash  distributions from sale or
refinancing  transactions.  There cannot be any assurance  that the  Partnership
will attain any or all of these investment objectives.

Table A on the following  page lists the  Properties  owned by the Local Limited
Partnerships  in which  the  Partnership  has  invested.  Item 7 of this  Report
contains  other  significant  information  with  respect to such  Local  Limited
Partnerships.  As required by applicable  rules, the terms of the acquisition of
each Local Limited  Partnership  interest have been  described in supplements to
the   Prospectus  and  collected  in  the   post-effective   amendments  to  the
Registration  Statement  listed  in Part IV of this  Report  (collectively,  the
"Acquisition  Reports");  such  descriptions  are  incorporated  herein  by this
reference.





<PAGE>


                                   TABLE A

                            SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA

<TABLE>
<CAPTION>

                                                                                                 Date
   Properties Owned by Local                                                                   Interest
     Limited Partnerships*                               Location                              Acquired
--------------------------------                   ----------------------                    --------------
<S>                                               <C>                                         <C> 

Strathern Park/Lorne Park (1)                     Los Angeles, CA                             07/05/90
Park Caton                                        Catonsville, MD                             08/17/90
Cedar Lane I                                      London, KY                                  09/10/90
Silver Creek II                                   Berea, KY                                   08/15/90
Rosecliff                                         Sanford, FL                                 09/18/90
Brookwood                                         Ypsilanti, MI                               10/01/90
Oaks of Dunlop                                    Colonial Heights, VA                        01/01/91
Water Oak                                         Orange City, FL                             01/01/91
Yester Oaks                                       Lafayette, GA                               01/01/91
Ocean View                                        Fernandina Beach, FL                        01/01/91
Wheeler House                                     Nashua, NH                                  01/01/91
Archer Village                                    Archer, FL                                  01/01/91
Timothy House                                     Towson, MD                                  03/05/91
Westover Station                                  Newport News, VA                            03/30/91
Carib III                                         St. Croix, VI                               03/21/91
Carib II                                          St. Croix, VI                               03/01/91
Whispering Trace                                  Woodstock, GA                               05/01/91
New Center                                        Detroit, MI                                 06/27/91
Huguenot Park                                     New Paltz, NY                               06/26/91
Hillwood Pointe                                   Jacksonville, FL                            07/19/91
Pinewood Pointe                                   Jacksonville, FL                            07/31/91
Westgate                                          Bismark, ND                                 07/25/91
Woodlake Hills                                    Pontiac, MI                                 08/01/91
Bixel House                                       Los Angeles, CA                             07/31/91
Magnolia Villas                                   North Hollywood, CA                         07/31/91
Schumaker Place                                   Salisbury, MD                               09/20/91
Circle Terrace                                    Lansdowne, MD                               12/06/91
</TABLE>

*    The  Partnership's  interest  in profits  and losses of each Local  Limited
     Partnership  arising from normal operations is approximately 99% except for
     a 95%  interest  in  Strathern  Park/Lorne  Park  Apartments  and an  88.6%
     interest  in  Huguenot  Park.  Profits  and  losses  arising  from  sale or
     refinancing  transactions  are allocated in accordance  with the respective
     Local Limited Partnership Agreements.

(1)  On January 1, 1994,  Lorne Park  merged into  Strathern  Park in a business
     combination  accounted  for as a pooling of  interests.  Lorne Park's total
     assets,  liabilities and partners' equity were combined with Strathern Park
     at their existing book value, and neither partnership  recognized a gain or
     loss on the merger.



<PAGE>


Although the  Partnership's  investments in Local Limited  Partnerships  are not
subject to seasonal  fluctuations,  the Partnership's  equity in losses of Local
Limited  Partnerships,  to the extent it reflects the  operations  of individual
Properties, may vary from quarter to quarter based upon changes in occupancy and
operating expenses as a result of seasonal factors.

Each Local Limited  Partnership  has, as its general  partners  ("Local  General
Partners"),  one or  more  individuals  or  entities  not  affiliated  with  the
Partnership  or  its  General  Partners.  In  accordance  with  the  partnership
agreements under which such entities are organized  ("Local Limited  Partnership
Agreements"),  the  Partnership  depends on the Local  General  Partners for the
management  of each  Local  Limited  Partnership.  As of  March  31,  1998,  the
following  Local Limited  Partnerships  have a common Local  General  Partner or
affiliated  group  of  Local  General  Partners  accounting  for  the  specified
percentage  of the capital  contributions  to Local  Limited  Partnerships:  (i)
Timothy House and Maidens Choice,  representing 10.05%, have Shelter Development
Corp.  as Local  General  Partner;  (ii) Hillwood  Pointe,  Pinewood  Pointe and
Whispering Trace,  representing  11.89%, have Flournoy  Development Co. as Local
General  Partner;  (iii) Silver Creek and Cedar Lane,  representing  .87%,  have
Robinson A. Williams as Local General  Partner;  (iv) Water Oak, Yester Oaks and
Ocean View,  representing 1.71%, have Seals & Associates,  Inc. & E. Lamar Seals
as Local General Partners; (v) Bixel House and Harmony Apartments,  representing
7.05%,  have Julian Weinstock  Construction  Co., Inc. as Local General Partner;
and (vi) Carib Villas II and Carib Villas III,  representing  1.21%,  have First
Centrum Corp.  as Local  General  Partner (BF Lansing  Limited  Partnership,  an
affiliate of the Managing General  Partner,  became the  Administrative  General
Partner in Carib Villas II and Carib Villas III on January 31, 1993).  The Local
General  Partners of the remaining Local Limited  Partnerships are identified in
the Acquisition Reports, which are incorporated herein by this reference.

The Properties owned by the Local Limited  Partnerships in which the Partnership
has invested are, and will continue to be, subject to competition  from existing
and future apartment  complexes in the same areas. The continued  success of the
Partnership  will depend on many outside  factors,  most of which are beyond the
control of the  Partnership  and which cannot be  predicted  at this time.  Such
factors include general  economic and real estate market  conditions,  both on a
national  basis  and in those  areas  where  the  Properties  are  located,  the
availability  and cost of  borrowed  funds,  real  estate tax  rates,  operating
expenses,  energy costs and  government  regulations.  In addition,  other risks
inherent in real estate  investment  may influence  the ultimate  success of the
Partnership,  including:  (i)  possible  reduction  in rental  income  due to an
inability to maintain high  occupancy  levels or adequate  rental  levels;  (ii)
possible  adverse changes in general economic  conditions and local  conditions,
such as  competitive  over-building,  or a  decrease  in  employment  or adverse
changes in real estate laws,  including  building codes;  and (iii) the possible
future  adoption of rent control  legislation  which would not permit  increased
costs to be passed on to the  tenants  in the form of rent  increases,  or which
suppress the ability of the Local  Limited  Partnerships  to generate  operating
cash flow.  Since most of the  Properties  benefit from some form of  government
assistance,  the  Partnership  is  subject  to the risks  inherent  in that area
including  decreased  subsidies,  difficulties in finding  suitable  tenants and
obtaining permission for rent increases.  In addition, any Tax Credits allocated
to  investors  with respect to a Property are subject to recapture to the extent
that the Property or any portion  thereof ceases to qualify for the Tax Credits.
Other future  changes in federal and state income tax laws affecting real estate
ownership or limited  partnerships  could have a material and adverse  affect on
the business of the Partnership.

The Partnership is managed by Arch Street V, Inc., the Managing  General Partner
of the Partnership.  The other General Partner of the Partnership is Arch Street
V Limited  Partnership.  To economize on direct and indirect  payroll costs, the
Partnership, which does not have any employees,  reimburses The Boston Financial
Group Limited  Partnership,  an affiliate of the General  Partners,  for certain
expenses and overhead  costs.  A complete  discussion  of the  management of the
Partnership is set forth in Item 10 of this Report.



<PAGE>



Item 2.  Properties

The Partnership owns limited partnership interests in twenty-seven Local Limited
Partnerships which own and operate  Properties,  some of which benefit from some
form of federal, state or local assistance programs and all of which qualify for
the  Tax  Credits  added  to the  Code  by the  Tax  Reform  Act  of  1986.  The
Partnership's  ownership interest in each Local Limited Partnership is generally
99%, except for Strathern Park/Lorne Park, Westgate and Huguenot Park, where the
Partnership's ownership interest is 95%, 49.5% and 88.6%, respectively.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency.  In general,  the Tax Credit runs for
ten years from the date the Property is placed in service.  The required holding
period (the  "Compliance  Period") of the  Properties is fifteen  years.  During
these fifteen  years,  the  Properties  must satisfy rent  restrictions,  tenant
income  limitations  and other  requirements,  as  promulgated  by the  Internal
Revenue  Service,  in order to  maintain  eligibility  for the Tax Credit at all
times during the Compliance Period.  Once a Local Limited Partnership has become
eligible for the Tax Credits,  it may lose such  eligibility and suffer an event
of  recapture  if  its  Property   fails  to  remain  in  compliance   with  the
requirements.  To date, none of the Local Limited  Partnerships have suffered an
event of recapture of Tax Credits.

In  addition,  some of the Local  Limited  Partnerships  have  obtained one or a
combination  of different  types of loans such as: i) below market rate interest
loans; ii) loans provided by a redevelopment agency of the town or city in which
the property is located at favorable  terms;  and iii) loans that have repayment
terms that are based on a percentage of cash flow.

The schedules on the  following  pages provide  certain key  information  on the
Local Limited Partnership interests acquired by the Partnership.


<PAGE>
<TABLE>
<CAPTION>


                                                        Capital Contributions
                                                      Total             Paid          Mortgage loans                      Occupancy
Local Limited Partnership           Number         Committed at         through          payable at         Type               at
Property Name                        of              March 31,          March 31,       December 31,         of            March 31,
Property Location                 Apt. Units            1998             1998             1997             Subsidy*          1998
-------------------------         -----------      --------------  --------------     ---------------    -------------    ----------
<S>                                    <C>           <C>              <C>              <C>                   <C>                <C>

Strathern Park/Lorne Park, a
 California Limited Partnership (1)
Strathern Park/Lorne Park
Los Angeles, CA                       241           $8,418,667        $8,418,667       $17,482,959           None                99%

Maiden Choice Limited
 Partnership
Park Caton
Catonsville, MD                       101            2,513,300         2,513,300         4,036,347           None                96%

Cedar Lane I, Ltd.
Cedar Lane I
London, KY                             36              288,587           288,587         1,115,791           None               100%

Silver Creek II, Ltd.
Silver Creek II
Berea, KY                              24              193,278           193,278           770,058           None               100%

Tompkins/Rosecliff, Ltd.
Rosecliff
Sanford, FL                           168            3,604,720         3,604,720         5,591,237           None                98%

Brookwood L.D.H.A.
Brookwood
Ypsilanti, MI                          81            2,373,295         2,373,295         3,040,777           None                96%

Water Oak Apartment, L.P.
Water Oak
Orange City, FL                        40              293,519           293,519         1,258,505           None               100%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                                         Capital Contributions
                                                          Total           Paid          Mortgage loans                    Occupancy
Local Limited Partnership            Number           Committed at       through          payable at          Type             at
Property Name                          of              March 31,        March 31,        December 31,         of          March 31,
Property Location                  Apt. Units             1998            1998              1997             Subsidy*         1998
----------------------------      ------------      --------------    ------------     ---------------     ----------   ------------
<S>                                  <C>            <C>                <C>                <C>                <C>                <C>

Yester Oaks, L.P.
Yester Oaks
Lafayette, GA                         44              319,254            319,254          1,289,338          FmHA                95%

Ocean View Apartments, L.P.
Ocean View
Fernandina Beach, FL                  42              334,177            334,177          1,369,108          None                97%

Burbank Limited Partnership I
Wheeler House
Nashua, NH                            17              300,531            300,531            707,659          Section 8           99%

Archer Village, Ltd.
Archer Village
Archer, FL                            24              171,380            171,380            710,331          FmHA                92%

The Oaks of Dunlop Farms, L.P.
Oaks of Dunlop
Colonial Heights, VA                 144            2,791,280          2,791,280          4,441,748          None               100%

Timothy House Limited
 Partnership
Timothy House
Towson, MD                           112            3,064,250          3,064,250          2,537,465          None               100%

Westover Station Associates, L.P.
Westover Station
Newport News, VA                     108            1,972,947          1,972,947          2,668,441          None                99%


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                         Capital Contributions
                                                     Total              Paid          Mortgage loans                       Occupancy
Local Limited Partnership           Number        Committed at        through           payable at           Type               at
Property Name                        of             March 31,         March 31,         December 31,          of           March 31,
Property Location                 Apt. Units          1998              1998              1997            Subsidy*           1998
----------------------------    --------------     -----------    -------------     -----------------     ---------    -------------
<S>                                   <C>           <C>                <C>                 <C>               <C>                <C>

Christiansted Limited Dividend
 Housing Association
Carib III 
St. Croix, VI                          24             322,260            322,260          1,485,819          FmHA                92%

St. Croix II Limited Partnership
Carib II
St. Croix, VI                          20             347,680            347,680          1,405,035          FmHA                95%

Whispering Trace Apartments,
 A Limited Partnership
Whispering Trace
Woodstock, GA                          40           1,093,330          1,093,330          1,393,392          None                92%

Historic New Center Apartments
 Limited Partnership
New Center
Detroit, MI                           104           2,899,000          2,899,000          3,504,633          Section 8           93%

Huguenot Park Associates, L.P.
Huguenot Park
New Paltz, NY                          24             982,358            982,358          1,400,000          None               100%

Cobblestone Place Townhomes,
 A Limited Partnership
Hillwood Pointe
Jacksonville, FL                      100           2,356,133          2,356,133          2,961,816          None                97%

Kensington Place Townhomes,
 A Limited Partnership
Pinewood Pointe
Jacksonville, FL                      136           3,153,173          3,153,173          4,010,215          None                97%


</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                                      Capital Contributions
                                                      Total             Paid           Mortgage loans                      Occupancy
Local Limited Partnership         Number          Committed at       through            payable at          Type               at
Property Name                       of             March 31,         March 31,          December 31,         of            March 31,
Property Location                Apt. Units            1998             1998                1997           Subsidy*            1998
--------------------------      -----------     --------------      -----------     ----------------     ----------    -------------
<S>                                 <C>           <C>                <C>               <C>                   <C>                <C>

Westgate Apartments Limited
 Partnership
Westgate
Bismark, ND                            60             935,893            935,893         1,378,233           None                90%

Woodlake Hills Limited
 Partnership
Woodlake Hills
Pontiac, MI                           144           4,154,670          4,154,670         3,845,347           None                98%

Bixel House, a California
 Limited Partnership
Bixel House
Los Angeles, CA                        76             710,677            710,677         1,376,019           Section 8           97%

Harmony Apartments, a California
 Limited Partnership
Magnolia Villas
North Hollywood, CA                    65           3,203,996          3,203,996         3,097,554           None                97%

Schumaker Place Associates, L.P.
Schumaker Place
Salisbury, MD                          96           2,910,453          2,910,453         2,928,084           None                79%

Circle Terrace Associates Limited
 Partnership
Circle Terrace
Lansdowne, MD                         303           5,811,234          5,811,234         9,822,423           Section 8          100%
                                    -------       ------------      ------------     -------------
                                    2,374        $ 55,520,042       $ 55,520,042     $  85,628,334
                                    =======       ============      ============     =============

</TABLE>


<PAGE>



*  FmHA           This  subsidy,  which is  authorized  under  Section 515 of 
                  the Housing Act of 1949,  can be one or a  combination  of  
                  different  types of financing. For instance, FmHA may provide:
                  1) direct  below-market-rate  mortgage loans for rural rental 
                  housing;  2) mortgage  interest subsidies which effectively  
                  lower the interest rate of the loan to 1%; 3) a rental 
                  assistance  subsidy to tenants which allows them to pay no 
                  more than 30% of their monthly income as rent with the balance
                  paid by the federal government; or 4) a combination of any of 
                  the above.

   Section 8      This subsidy,  which is authorized  under Section 8 of Title
                  II of the  Housing  and  Community  Development  Act of  1974,
                  allows  qualified  low-income  tenants  to pay  30%  of  their
                  monthly  income as rent with the  balance  paid by the federal
                  government.

                  (1) On January 1, 1994,  Lorne Park merged into Strathern Park
                  in a  business  combination  accounted  for  as a  pooling  of
                  interests.   Lorne  Park's  total  assets,   liabilities   and
                  partners'  equity were combined with  Strathern  Park at their
                  existing book value, and neither partnership recognized a gain
                  or loss on the merger. The combined Partnerships constructed a
                  241 Unit apartment  project  (Lorne Park: 72 Units,  Strathern
                  Park:  169  Units)  for  tenants  whose  income is very low to
                  moderate.


<PAGE>


                                                                            
Two Local Limited  Partnerships  invested in by the  Partnership  each represent
more than 10% of the total  capital  contributions  to be made to Local  Limited
Partnerships  by the  Partnership.  The first is  Strathern  Park/Lorne  Park, a
California Limited Partnership.  Strathern Park/Lorne Park,  representing 15.16%
of the total capital contributions to Local Limited Partnerships,  is a 241-unit
apartment complex located in Los Angeles, California.

Strathern  Park/Lorne  Park is financed by a  combination  of private and public
sources,  including  a first  mortgage at 9.41%  interest  and 30 year term with
California Community Reinvestment Corporation,  a consortium of private lenders.
Secondary  financing  has a term of 40 years and is  provided  by the  Community
Redevelopment  Agency of the City of Los  Angeles  and a U.S.  Housing and Urban
Development  Action Grant,  with payments made from the residual receipts of the
project.

The other Local Limited  Partnership which represents more than 10% of the total
capital  contributions  made to Local  Limited  Partnerships  is Circle  Terrace
Associates Limited Partnership. Circle Terrace, representing 10.47% of the total
capital  contributions  to  Local  Limited  Partnerships,   is  a  substantially
renovated  303-unit  apartment  complex  located in Lansdowne,  Maryland with 23
garden-style buildings and a newly-constructed community building.

All of the units at Circle  Terrace  benefit from Section 8 Loan  Management Set
Aside Program.  Additionally,  Circle Terrace assumed a HUD Section 236 mortgage
and financing by Crestar of Richmond Virginia, Inc. and by Maryland's Department
of Housing and Community  Rental Housing  Program.  The Property also has a loan
financed by Baltimore County's Community Development Block Grant program, and it
received weatherization funds from the U.S. Department of Energy.

The duration of the leases for occupancy in the Properties  described  above are
six to twelve  months.  The Managing  General  Partner  believes the  Properties
described herein are adequately covered by insurance.

Additional  information  required  under  this  Item,  as  it  pertains  to  the
Partnership, is contained in Items 1, 7 and 8 of this Report.


Item 3.  Legal Proceedings

The  Partnership  is  not  a  party  to  any  pending  legal  or  administrative
proceeding. However, Tompkins/Rosecliff,  Ltd. which owns a property in Sanford,
Florida,  is involved in certain  litigation with an entity formerly  affiliated
with this  Partnership  and its previous local general  partner.  It is possible
that the Partnership  will be named as a defendant in this  litigation.  It does
not  currently  appear  that  this  matter  presents  a  material  risk  to  the
Partnership.  However, in the opinion of management, there is currently a remote
possibility  that  this  litigation  could  ultimately  result in a loss of this
property and its  credits.  The  Partnership  will  vigorously  pursue its legal
rights if this  becomes a  material  risk in the  future.  The  Partnership  has
retained counsel to represent its interest in this matter.


Item 4.  Submission of Matters to a Vote of Security Holders

None.



<PAGE>


                                    PART II

Item 5.  Market for the Registrant's Units and Related Security Holder Matters

There is no public  market for the Units,  and it is not expected  that a public
market will develop.  If a Limited Partner  desires to sell Units,  the buyer of
those Units will be required to comply with the minimum  purchase and  retention
requirements and investor suitability standards imposed by applicable federal or
state  securities  laws and the  minimum  purchase  and  retention  requirements
imposed by the  Partnership.  The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers,  will be subject
to negotiation by the Limited Partner seeking to sell his Units.  Units will not
be redeemed or repurchased by the Partnership.

The  Partnership  Agreement  does not impose on the  Partnership  or its General
Partners any  obligation to obtain  periodic  appraisals of assets or to provide
Limited Partners with any estimates of the current value of Units.

As of  June  15,  1998,  there  were  3,293  record  holders  of  Units  of  the
Partnership.

Cash  distributions,  when made, are paid annually.  No cash  distributions were
paid for the years ended March 31,  1998,  1997 and 1996.  In the  Partnership's
early  years,  cash  available  for  distribution  was derived from the interest
earned on the  temporary  investment of funds held by the  Partnership  prior to
paying  capital   contributions   to  Local  Limited   Partnerships.   All  cash
distributions  made to date have  constituted  a return of capital for generally
accepted accounting principles.




<PAGE>


Item 6.  Selected Financial Data

The following  table sets forth  selected  financial  information  regarding the
Partnership's  financial position and operating results. This information should
be read in conjunction  with  Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations  and the  Financial  Statements  and Notes
thereto, which are included in Items 7 and 8 of this Report.
<TABLE>
<CAPTION>


                                             March 31,       March 31,       March 31,       March 31,        March 31,
                                               1998            1997            1996             1995            1994
                                            ------------    ------------    ------------    -------------    ------------
<S>                                      <C>               <C>             <C>              <C>            <C>

Revenue (E)                              $     321,439     $    204,683    $    224,012     $    171,863   $     232,489
Equity in losses of Local Limited
     Partnerships (E)                      (4,777,460)      (4,044,413)     (4,695,617)      (4,747,136)     (4,698,334)
Net loss                                   (5,838,302)      (4,337,761)     (4,952,448)      (5,110,677)     (4,982,538)
     Per Limited Partnership Unit (A)          (83.85)          (62.30)         (71.13)          (73.40)         (71.56)
Cash and cash equivalents  (E)                 239,932          449,567         243,644           72,535          92,522
Marketable securities                        3,064,717        2,840,127       3,099,255        3,196,496       3,512,954
Investment in Local Limited
     Partnerships                           24,775,767       30,531,768      34,878,562       39,667,730      44,417,695
Total assets (B)                            28,905,668       33,871,495      38,246,869       42,985,386      48,069,381
Long-term debt (E)                             707,659                -               -                -               -
Total liabilities (E)                        1,002,330          298,276         318,728          149,379         114,131
Cash Distributions                                   -                -               -                -               -
Other data:
Passive loss (C)                           (5,324,956)      (5,154,301)     (5,187,774)      (5,204,384)     (5,177,324)
     Per Limited Partnership Unit (A,C)        (76.48)          (74.03)         (74.51)          (74.75)         (74.36)
Portfolio income (C)                           361,519          281,707         350,417          233,083         379,338
     Per Limited Partnership Unit (A,C)           5.19             4.05            5.03             3.35            5.45
Low-Income Housing Tax Credit (C)           10,512,076       10,512,996      10,506,229       10,519,636      10,447,764
     Per Limited Partnership Unit (A,C)         150.98           150.99          150.90           151.09          150.06
Local Limited Partnership interests
     owned at end of period (D)                     27               27              27               27              28

</TABLE>

(A) Per Limited Partnership Unit data is based upon 68,929 outstanding Units.

(B) Total assets include the net investment in Local Limited Partnerships.

(C) Income tax information is as of December 31, the year end of the Partnership
for income tax purposes.

(D) On January 1, 1994, Strathern Park and Lorne Park merged.

(E) Revenue for the year ended  March 31,  1998  includes  $99,367 of rental and
other revenues from the Combined Entity that is included in the combined revenue
on the  Combined  Statement  of  Operations.  Equity in losses of Local  Limited
Partnerships  in the year ended  March 31,  1998 does not  include  $188,247  of
losses from the Combined  Entity that has been combined  with the  Partnership's
loss on the Combined Statement of Operations. Cash and cash equivalents at March
31, 1998 include $224 of cash and cash equivalents from the Combined Entity that
has been  combined  with the  Partnership  in the Combined  Balance  Sheet.  The
long-term  debt at March 31,  1998 is  related  to the  Combined  Entity.  Total
liabilities includes $715,968 that has been combined with the Partnership in the
Combined Balance Sheet.



Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

Liquidity and Capital Resources

At March 31, 1998, the Partnership  (including the Combined Entity) had cash and
cash  equivalents  of $239,932,  compared with  $449,567 at March 31, 1997.  The
decrease  is  attributable  to net cash used for  operations  and  purchases  of
marketable securities, partially offset by proceeds from sales and maturities of
marketable  securities  and  cash  distributions  received  from  Local  Limited
Partnerships.

Approximately  $2,732,000  of  marketable  securities  has  been  designated  as
Reserves by the Managing  General  Partner.  The Reserves were established to be
used for working  capital of the Partnership  and  contingencies  related to the
ownership of Local Limited Partnership  interests.  Management believes that the
investment income earned on the Reserves, along with cash distributions received
from Local Limited Partnerships,  to the extent available, will be sufficient to
fund the Partnership's  ongoing operations and any contingencies that may arise.
Reserves may be used to fund  Partnership  operating  deficits,  if the Managing
General Partner deems funding appropriate.

Since the  Partnership  invests as a limited  partner,  the  Partnership  has no
contractual  duty to  provide  additional  funds to Local  Limited  Partnerships
beyond its specified investment. Thus, at March 31, 1998, the Partnership had no
contractual or other obligation to any Local Limited  Partnership  which had not
been paid or provided for.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional funds, the Partnership might deem it in its best interests
to provide such funds, voluntarily,  in order to protect its investment. No such
event has occurred to date.

Cash Distributions

No cash  distributions  were made during the year ended March 31, 1998. In prior
years,  cash available for  distribution was derived from the interest earned on
the temporary  investment  of the  Partnership's  funds,  at money market rates,
prior  to the  funds  being  contributed  to  the  Partnership's  Local  Limited
Partnership  investments.  Based on the  results of 1997  operations,  the Local
Limited Partnerships are not expected to distribute  significant amounts of cash
to the  Partnership  because  such  amounts  will be  needed  to  fund  Property
operating costs. In addition,  many of the Properties  benefit from some type of
federal or state subsidy and, as a consequence,  are subject to  restrictions on
cash distributions. Therefore, it is expected that only a limited amount of cash
will be distributed to investors from this source in the future.


Results of Operations

1998 versus 1997

The  Partnership's  results  of  operations  for the year ended  March 31,  1998
resulted in a net loss of $5,838,302 as compared to a net loss of $4,337,761 for
the same period in 1997. The increase in net loss is primarily  attributable  to
an increase in equity in losses of Local  Limited  Partnerships,  provision  for
valuation of rental  property and a provision  for  valuation of  Investment  in
Local  Limited  Partnership.  Equity  in losses  of Local  Limited  Partnerships
increased due to a general  increase in  operating  expenses for the Local  
Limited  Partnerships.  Other  revenue  increased  due to an  increase in
distributions received by the Partnership from the Local Limited Partnerships.


<PAGE>


1997 versus 1996

The  Partnership's  results  of  operations  for the year ended  March 31,  1997
resulted in a net loss of $4,337,761 as compared to a net loss of $4,952,448 for
the  same  period  in  1996.  This  improved  net  loss  position  is  primarily
attributable to a decrease in equity in losses of Local Limited Partnerships and
an increase in investment  revenue,  offset by a decrease in other revenue.  The
decrease  in equity in losses  of Local  Limited  Partnerships  is due to rental
subsidy  receipts in 1996 which were reserved for in the prior year.  Investment
revenue   increased  because  of  improved  returns  earned  on  investments  in
securities during fiscal year 1997.

Effect of recently issued Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards  No. 130,  Reporting  Comprehensive  Income.  The standard
requires that changes in comprehensive  income be shown in a financial statement
that is displayed with the same  prominence as other financial  statements.  The
standard is effective for fiscal years  beginning  after  December 15, 1997. The
Partnership  will adopt the new standard  beginning in the first  quarter of the
fiscal year ending March 31, 1999,  but it is not expected to have a significant
effect on the Partnership's financial position or results of operations.

Low-Income Housing Tax Credits

The 1997, 1996 and 1995 Tax Credits per Unit were $150.98,  $150.99 and $150.90,
respectively.  The Tax Credit per Limited Partnership Unit stabilized in 1993 at
approximately  $151.00  per Unit.  The credits  are  expected  to remain  stable
through  the year  2000 and  then  they are  expected  to  decrease  as  certain
properties reach the end of the ten year credit period.

On November 10, 1997, the Partnership transferred 50% of its interest in capital
and  profits of Westgate  Apartments  to the local  general  partner in order to
protect the  Partnership  in the event of a foreclosure-induced recapture  of 
these tax  credits.  

Property Discussions

Limited  Partnership  interests have been acquired in twenty-seven Local Limited
Partnerships which are located in ten states and the Virgin Islands. Five of the
properties,  totaling 612 units,  were  existing and  underwent  rehabilitation;
twenty-two  properties,  consisting of 1,762 units, were new  construction.  All
properties have completed construction or rehabilitation and initial lease-up.

Historic New Center in Detroit, Michigan is generating operating deficits due to
low occupancy and  collection  problems.  The Managing  General  Partner,  Local
General  Partner and  property  manager are working to improve  collections.  In
October 1997, a new site manager was hired to focus on marketing and collections
as well  as  improvements  to the  appearance  of the  property.  As  previously
reported,  the Managing  General Partner and the Local General Partner have been
in  negotiations  with the lender to obtain debt service  relief  through a loan
modification.  In April 1998, an agreement  was reached in order to  restructure
the  mortgage  with a reduction in debt service by a paydown of the mortgage and
an interest rate reduction. This restructure should enable the property to cover
the debt  service  and  provide  capital for  physical  improvements.  Occupancy
continues  to  fluctuate  due to  volatility  of the  tenant  profile,  however,
occupancy  at December  31, 1997 was 94%.  The  Managing  General  Partner  will
continue to closely monitor the property operations.

As previously  reported,  the Local General Partner for Wheeler House in Nashua,
New Hampshire was replaced by an affiliate of the Managing  General Partner with
the approval of the lender after the Local General  Partner filed for protection
under the  provisions  of the Chapter 7 bankruptcy  laws.  The Managing  General
Partner  has  replaced  the Local  General  Partner as  management  agent of the
property with an  unaffiliated  management  agent.  The Local General  Partner's
bankruptcy  status has not affected the property.  Operations  remain stable and
occupancy is at 100%.

Westgate, located in North Dakota, has been performing satisfactorily.  However,
affiliates  of the  Managing  General  Partner  have been working with the local
general partner who has raised some concerns over the long-term financial health
of the  property.  In an effort to reduce  possible  future  risk,  the Managing
General Partner consummated the transfer of 50% of the Partnership's interest in
capital  and  profits in Westgate to the local  general  partner.  The  Managing
General Partner has the right to transfer the Partnership's  remaining  interest
to the  local  general  partner  any  time  after  one  year  has  elapsed.  The
Partnership  will  retain its full share of tax  credits  until such time as the
remaining interest is put to the local general partner.  For financial reporting
purposes,  the remaining carrying value of the Partnership's  investment in this
Local Limited Partnership has been fully reserved.

In accordance with Financial  Accounting  Standard No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of",
which is  effective  for fiscal years  beginning  after  December 15, 1995,  the
Partnership has implemented  policies and practices for assessing  impairment of
its real estate assets and investments in local limited partnerships. Each asset
is analyzed by real  estate  experts to  determine  if an  impairment  indicator
exists. If so, the current value is compared to the fair value and if there is a
significant  impairment  in value,  a provision  to write down the asset to fair
value will be charged against income.

Inflation and Other Economic Factors

Inflation had no material impact on the operations or financial condition of the
Partnerships for the years ended March 31, 1998, 1997 and 1996.

Since some of the  properties  benefit from some form of government  assistance,
the  Partnership  is  subject  to the  risks  inherent  in that  area  including
decreased  subsidies,  difficulties  in finding  suitable  tenants and obtaining
permission  of rent  increases.  In  addition,  any  Tax  Credits  allocated  to
investors with respect to a property are subject to recapture to the extent that
the property or any portion thereof ceases to qualify for the Tax Credits.

Certain of the  properties  in which the  Partnership  invests may be located in
areas suffering from poor economic  conditions.  Such  conditions  could have an
adverse effect on the rent or occupancy levels at such properties. Nevertheless,
management believes that the generally high demand for below market rate housing
will tend to negate such  factors.  However,  no assurance  can be given in this
regard.

Item 8.  Financial Statements and Supplementary Data

Information  required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.


Item 9.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

None.


<PAGE>



                                     PART III

Item 10.  Directors and Executive Officers of the Registrant

The  Managing  General  Partner of the  Partnership  is Arch  Street V, Inc.,  a
Massachusetts  corporation  (the  "Managing  General  Partner" or "Arch  Street,
Inc."), an affiliate of The Boston Financial Group Limited Partnership  ("Boston
Financial"),  a Massachusetts  limited partnership.  George Fantini, Jr., a Vice
President of the Managing General Partner,  resigned his position effective June
30, 1995.  Donna  Gibson,  a Vice  President of the  Managing  General  Partner,
resigned from her position on September  13, 1996.  Georgia  Murray  resigned as
Managing Director,  Treasurer and Chief Financial Officer of the General Partner
on May 25, 1997. Fred N. Pratt, Jr. resigned as Managing Director of the General
Partner on May 28, 1997.  William E. Haynsworth  resigned as Managing Director
and Chief Operating Officer of the General Partner on March 23, 1998.

The  Managing  General  Partner  was  incorporated  in June  1989.  Randolph  G.
Hawthorne is the Chief Operating Officer of the Managing General Partner and had
the primary responsibility for evaluating, selecting and negotiating investments
for the  Partnership.  The Investment  Committee of the Managing General Partner
approved all investments.  The names and positions of the principal officers and
the directors of the Managing General Partner are set forth below.

     Name                                           Position

Jenny Netzer                       Managing Director and President
Michael H. Gladstone               Managing Director, Vice President and Clerk
Randolph G. Hawthorne              Managing Director, Vice President and
                                     Chief Operating Officer
James D. Hart                      Chief Financial Officer and Treasurer
Paul F. Coughlan                   Vice President
Peter G. Fallon, Jr.               Vice President
William E. Haynsworth              Vice President

The  other  General  Partner  of  the  Partnership  is  Arch  Street  V  Limited
Partnership,  a Massachusetts  limited partnership ("Arch Street L.P.") that was
organized in June 1989.  Arch Street,  Inc. is the managing  general  partner of
Arch Street L.P.

The Managing General Partner provides day-to-day  management of the Partnership.
Compensation is discussed in Item 11 of this report. Such day-to-day  management
does not include the management of the Properties.

The business  experience of each of the persons listed above is described below.
There is no family  relationship  between any of the persons listed in this
section.

Jenny  Netzer,  age 42,  graduated  from  Harvard  University  (B.A.,  1976) and
received a Master's in Public Policy from Harvard's Kennedy School of Government
in 1982.  She joined  Boston  Financial  in 1987 and is a Senior Vice  President
leading the  Institutional  Tax Credit Team.  She is also a member of the Senior
Leadership  Team.  Previously,  Ms. Netzer led Boston  Financial's  new business
initiatives  and  managed  the  firm's  Asset  Management  division,   which  is
responsible  for the  performance  of 750  properties  and providing  service to
35,000  investors.  Before  joining  Boston  Financial,  she was  Deputy  Budget
Director for the  Commonwealth of  Massachusetts  where she was responsible for
the Commonwealth's  health care and public pension programs' budgets. Ms. Netzer
was also  Assistant  Controller at Yale  University and has been a member of the
Watertown Zoning Board of Appeals.

Michael H. Gladstone,  age 41,  graduated from Emory  University (B.A. 1978) and
Cornell University  (J.D.,  MBA, 1982). He joined Boston  Financial in 1985 and
currently serves as Vice President and as the company's  General Counsel.  Prior
to joining Boston  Financial,  Mr. Gladstone was associated with the law firm of
Herrick & Smith.  Mr. Gladstone is a member of the National Realty Committee and
has served on the  advisory  board to the Housing and  Development  Reporter,  a
national publication on housing issues.

Randolph G.  Hawthorne,  age 48, is a graduate  of  Massachusetts  Institute  of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A.,  1973).
He has been  associated  with Boston  Financial since 1973 and has served as the
Treasurer of Boston  Financial.  Currently a Senior Vice  President of the firm,
Mr. Hawthorne's primary  responsibility is structuring and acquiring real estate
investments.  Mr.  Hawthorne is Past Chairman of the Board of the National Multi
Housing  Council,  having served on the board since 1989. He is a past president
of the  National  Housing  and  Rehabilitation  Association,  is a member of the
Residential Development Council of the Urban Land Institute, as well as a member
of the Advisory  Board of the Berkeley Real Estate  Center at the  University of
California.  In  addition to  speaking  at  industry  conferences,  he is on the
Editorial Advisory Boards of the Tax Credit Advisor and Multi-Housing News.

James D. Hart,  age 40, earned his Bachelor of Arts degree from Trinity  College
and his  Masters  of  Business  Administration  from the  Amos  Tuck  School  at
Dartmouth College. Mr. Hart serves as Chief Financial Officer and is a member of
the Senior  Leadership  Team.  Prior to joining Boston  Financial,  Mr. Hart was
engaged in venture  capital  management  on behalf of  institutional  investors,
including  the  negotiation  and  structuring  of private  equity and  mezzanine
transactions  as a Vice President of Interfid Ltd., and later in the operational
management of a venture-backed  software company, as Managing Director and Chief
Financial  Officer of  Bitstream  Inc.  Mr. Hart has also served on the Board of
Directors  of  several  investee  companies,  including  those  that  went on to
complete initial public offerings.

Paul F. Coughlan,  age 54, is a graduate of Brown  University  (B.A.,  1965) and
served in the United  States Navy before  entering  the  securities  business in
1969. He was employed as an Account Executive by Bache & Company until 1972 and
then by Reynolds  Securities  Inc.  He joined  Boston  Financial  in 1975 and is
currently a Senior Vice President on the Institutional Tax Credit Team.

Peter G.  Fallon,  Jr.,  age 59,  graduated  from the  College of the Holy Cross
(B.S.,  1960) and Babson College  (M.B.A.,  1965). He joined Boston Financial in
1970, shortly after its formation,  to raise capital for the firm's investments.
He is currently a Senior Vice  President and a member of the  Institutional  Tax
Credits  Team  with  responsibility  for  marketing  institutional  investments.
Previously,  he has served as  president  of BFG  Securities,  as a director  of
Boston Financial  and as marketing director for public and corporate funds. Mr.
Fallon has also served as Chairman of the Board of Directors for Boston  College
High School as well as a director of a local bank.

William E. Haynsworth,  age 58, is a graduate of Dartmouth College (B.A.,  1961)
and Harvard Law School (L.L.B.,  1964;  L.L.M.,  1969).  Prior to joining Boston
Financial in 1977,  Mr.  Haynsworth  was Acting  Executive  Director and General
Counsel of the Massachusetts Housing Finance Agency. He was also the Director of
Non-Residential  Development  of  the  Boston  Redevelopment  Authority  and  an
associate  of the law firm of  Goodwin,  Procter & Hoar.  Appointed  Senior Vice
President in 1986, Mr. Haynsworth brings over 25 years of experience structuring
real estate  investments.  Mr. Haynsworth is a member of the Executive Committee
and the Board of Directors of the Affordable Housing Tax Credit Coalition. He is
a member of the Senior  Leadership Team, the firm's Executive  Committee and the
Board of Directors of Boston Financial.

Item 11.  Management Remuneration

Neither the  directors  or officers of Arch Street,  Inc.,  the partners of Arch
Street  L.P.  nor any  other  individual  with  significant  involvement  in the
business of the Partnership  receives any current or proposed  remuneration from
the Partnership.



<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 1998,  the  following is the only entity known to the  
Partnership  to be the  beneficial  owner of more than 5% of the total number of
Units outstanding:
                                                     Amount
  Title of      Name and Address                    Beneficially     Percent of
   Class       of Beneficial Owner                    Owned             Class

 Limited       Oldham Institutional Tax Credits LLC   8,024 Units        11.64%
 Partner       101 Arch Street
               Boston, MA

Oldham Institutional Tax Credits LLC is an affiliate of Arch Street V, Inc., the
Managing General Partner.

The equity  securities  registered by the Partnership under Section 12(g) of the
Act consist of 100,000 Units,  68,929 of which had been sold to the public as of
March  31,  1998.  The  remaining  Units  were  deregistered  in  Post-Effective
Amendment No. 6, dated January 21, 1992, herein  incorporated by this reference.
Holders of Units are permitted to vote on matters affecting the Partnership only
in certain unusual  circumstances and do not generally have the right to vote on
the operation or management of the Partnership.

As of March 31,  1998,  Arch  Street  L.P.  owns five  (unregistered)  Units not
included in the 68,929 Units sold to the public.  Additionally,  five registered
Units were sold to an employee of an affiliate of the Managing  General  Partner
of the  Registrant.  Such Units were sold at a discount  of 7% of the Unit price
for a total discount of $350 and a total purchase price of $4,650.

Except as described in the preceding paragraphs, neither Arch Street, Inc., Arch
Street L.P.,  Boston Financial nor any of their executive  officers,  directors,
partners  or  affiliates  is the  beneficial  owner  of any  Units.  None of the
foregoing persons possesses a right to acquire beneficial ownership of Units.

The Partnership does not know of any existing  arrangement that might at a later
date result in a change in control of the Partnership.

Item 13.  Certain Relationships and Related Transactions

The  Partnership  paid certain fees to and  reimbursed  certain  expenses of the
Managing  General  Partner or its  affiliates  (including  Boston  Financial) in
connection  with the  organization of the Partnership and the offering of Units.
The Partnership  was also required to pay certain fees to and reimburse  certain
expenses of the Managing  General  Partner or its affiliates  (including  Boston
Financial) in connection  with the  administration  of the  Partnership  and its
acquisition  and  disposition of investments in Local Limited  Partnerships.  In
addition, the General Partners are entitled to certain Partnership distributions
under the terms of the Partnership Agreement.  Also, an affiliate of the General
Partners  will  receive up to $10,000 from the sale or  refinancing  proceeds of
each Local Limited  Partnership if it is still a limited  partner at the time of
such a transaction.  All such fees, expenses and distributions paid in the three
years  ending  March 31,  1998 are  described  below and in the  sections of the
Prospectus  entitled "Estimated Use of Proceeds",  "Management  Compensation and
Fees"  and  "Profits  and  Losses  for  Tax  Purposes,   Tax  Credits  and  Cash
Distributions". Such sections are incorporated herein by reference.

The Partnership is permitted to enter into transactions  involving affiliates of
the Managing General Partner,  subject to certain limitations established in the
Partnership Agreement.

Information  required  under this item is contained  in Note 5 to the  financial
statements presented as a separate section of this Report. The affiliates of the
Managing   General   Partner  which  have  received  fee  payments  and  expense
reimbursements from the Partnership are as follows:

Organizational fees and expenses and selling expenses

In accordance  with the Partnership  Agreement,  the Partnership was required to
pay certain fees to and reimburse expenses of the General Partners and others in
connection  with the  organization  of the  Partnership  and the offering of its
Limited Partnership Units.  Selling  commissions,  fees and accountable expenses
related to the sale of the Units totaling  $9,499,984 have been charged directly
to Limited  Partners'  equity.  In connection  therewith,  $5,858,935 of selling
expenses  and  $3,641,049  of  offering  expenses  incurred  on  behalf  of  the
Partnership  have  been  paid  to an  affiliate  of the  General  Partners.  The
Partnership  was  required  to  pay  a  non-accountable  expense  allowance  for
marketing  expense equal to a maximum of 1% of Gross Proceeds;  this is included
in total  offering  expenses.  The  Partnership  has  capitalized  an additional
$50,000  which was  reimbursed  to an affiliate of the General  Partners.  Total
organization  and offering  expenses  exclusive of selling  commissions  did not
exceed 5.5% of the Gross  Proceeds and  organizational  and  offering  expenses,
inclusive of selling commissions did not exceed 14.0% of the Gross Proceeds.  No
organizational fees and expenses and selling expenses were paid during the three
years ended March 31, 1998.

Acquisition fees and expenses

In accordance  with the Partnership  Agreement,  the Partnership was required to
pay  acquisition  fees to and  reimburse  acquisition  expenses of the  Managing
General  Partner  or its  affiliates  for  selecting,  evaluating,  structuring,
negotiating  and  closing  the   Partnership's   investments  in  Local  Limited
Partnerships.  Acquisition  fees  totaled  7% of the  gross  offering  proceeds.
Acquisition  expenses,  which  include such expenses as legal fees and expenses,
travel and  communications  expenses,  costs of appraisals,  accounting fees and
expenses,  were  expected to total 1.5% of the gross  offering  proceeds.  As of
March 31, 1998,  acquisition  fees  totaling  $4,825,005  for the closing of the
Partnership's  Local  Limited  Partnership  Investments  have  been  paid  to an
affiliate  of  the  Managing  General  Partner.  Acquisition  expenses  totaling
$899,430  at March  31,  1998  were  incurred  and have  been  reimbursed  to an
affiliate of the Managing General Partner.  No acquisition fees or expenses were
paid during the three years ended March 31, 1998.

Asset Management Fees

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General Partner is paid an Asset  Management Fee for services in connection with
the  administration of the affairs of the Partnership.  The affiliate  currently
receives  the base  amount of .351% (as  adjusted  by the CPI  factor)  of Gross
Proceeds annually as the Asset Management Fee. Asset Management Fees incurred in
each of the three years ended March 31, 1998 are as follows:

                                      1998           1997             1996
                                    ----------     ----------      ----------

     Asset Management Fees        $   238,087    $   231,035     $   224,953


Salaries and benefits expense reimbursements

An affiliate of the Managing  General  Partner is reimbursed for the cost of the
Partnership's  salaries and benefits expenses. The reimbursements are based upon
the size and complexity of the Partnership's operations.  Reimbursements made in
each of the three years ended March 31, 1998 are as follows:

                                        1998           1997             1996
                                      ----------     ----------       ---------

   Salaries and benefits 
   expense reimbursements            $   127,926    $   117,763     $   115,696



<PAGE>



Cash distributions paid to the General Partners

In  accordance  with the  Partnership  Agreement,  the  General  Partners of the
Partnership, Arch Street V, Inc. and Arch Street V Limited Partnership,  receive
1% of cash  distributions  made to partners.  No cash distributions were paid to
the General Partners in each of the three years ended March 31, 1998.



<PAGE>                                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K


(a)(1) and (a)(2) Documents filed as a part of this Report

In  response to this  portion of Item 14, the  financial  statements,  financial
statement  schedule and the auditors' report relating thereto are submitted as a
separate section of this Report. See Index on page F-1 hereof.

The reports of auditors of the Local Limited Partnerships relating to the audits
of the financial statements of such Local Limited Partnerships appear in Exhibit
(28)(1) of this Report.

All other financial statement schedules and exhibits for which provision is made
in  the  applicable  accounting  regulations  of  the  Securities  and  Exchange
Commission are not required under related instructions or are inapplicable,  and
therefore have been omitted.

(a)(3)  See Exhibit Index contained herein.

(a)(3)(b)  Reports on Form 8-K:
          No reports on Form 8-K were filed  during the quarter  ended March 31,
1998.

(a)(3)(c)  Exhibits

Number and Description in Accordance with
  Item 601 of Regulation S-K

    27.  Financial Data Schedule

    28.  Additional Exhibits

         (a)   28.1 Reports of Other Independent Auditors

         (b)   Audited financial statements of Local Limited Partnership

               Strathern Park/Lorne Park

(a)(3)(d)  None.



<PAGE>


                                 SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

     BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V

     By:   Arch Street V, Inc.
           its Managing General Partner



     By:   /s/Randolph G. Hawthorne                   Date: June 29, 1998
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been  signed by the  following  persons  on behalf of the  Managing  General
Partner of the Partnership and in the capacities and on the dates indicated:



     By:   /s/William G. Haynsworth                   Date: June 29, 1998
           William G. Haynsworth,
           Managing Director, Vice President and
           Chief Operating Officer




     By:   /s/Michael H. Gladstone                     Date: June 29, 1998
           Michael H. Gladstone,
           A Managing Director


                                      
Item 8.  Financial Statements and Supplementary Data


              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                           Annual Report on Form 10-K
                        For The Year Ended March 31, 1998
                                      Index


 
                                                                        Page No.

Report of Independent Accountants
    For the years ended March 31, 1998, 1997 and 1996                       F-2

Combined Financial Statements

    Combined Balance Sheets - March 31, 1998 and 1997                       F-3

    Combined Statements of Operations - Years Ended
     March 31, 1998, 1997 and 1996                                          F-4

    Combined Statements of Changes in Partners' Equity (Deficiency) -
     Years Ended March 31, 1998, 1997 and 1996                              F-5

    Combined Statements of Cash Flows - Years Ended
     March 31, 1998, 1997 and 1996                                          F-6

    Notes to the Combined Financial Statements                              F-7

Financial Statement Schedule

    Schedule III - Real Estate and Accumulated Depreciation                 F-21


See also Index to Exhibits on Page K-22 for the financial  statement of the 
Local Limited  Partnership  included as a separate exhibit in this Annual Report
on Form 10-K.

Other  schedules  have been  omitted  as they are  either  not  required  or the
information  required to be  presented  therein is  available  elsewhere  in the
financial statements and the accompanying notes and schedules.



<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners
Boston Financial Qualified Housing Tax Credits L.P. V:

We have audited the  accompanying  combined  balance sheets of Boston  Financial
Qualified Housing Tax Credits L.P. V as of March 31, 1998 and 1997, and the
related  combined   statements  of  operations,   changes  in  partners'  equity
(deficiency) and cash flows and the financial  statement schedule listed in Item
14(a) of this  Report on Form 10-K, for each of the three years in the period
ended March 31, 1998.  These  financial  statements and the financial  statement
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility is to express an opinion on these financial  statements  and the
financial statement schedule based on our audits. As of March 31, 1998 and 1997,
85% and 88%,  respectively,  of total assets,  and for the years ended March 31,
1998,  1997 and 1996, 90%, 93% and 95% of net loss,  respectively,  reflected in
the combined  financial  statements of the Partnership,  relate to Local Limited
Partnerships for which we did not audit the financial statements.  The financial
statements of these Local Limited  Partnerships  were audited by other  auditors
whose reports have been furnished to us, and our opinion,  insofar as it relates
to those  investments  in Local  Limited  Partnerships,  is based  solely on the
reports of other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. 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  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
combined financial  statements referred to above present fairly, in all material
respects,  the financial position of Boston Financial Qualified Housing Tax 
Credits L.P. V, as of March 31, 1998 and 1997 and the results of its  operations
and its cash  flows for each of the three  years in the  period ended  March 31,
1998, in conformity with generally accepted accounting  principles. In addition,
in our opinion,  the financial statement schedule referred to above, when 
considered in relation to the basic combined financial  statements taken as a 
whole,  presents fairly,  in all  material  respects,  the information  required
to be included therein.


Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 22, 1998


<PAGE>


              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                                                                             
                             COMBINED BALANCE SHEETS

                             March 31, 1998 and 1997
<TABLE>
<CAPTION>

                                                                       1998                    1997
                                                                 ---------------          ---------
<S>                                                              <C>                     <C>
 
Assets

Cash and cash equivalents                                        $       239,932         $       449,567
Mortgagee escrow deposits                                                    382                       -
Tenant security deposit escrow                                             3,017                       -
Investments in Local Limited Partnerships, 
   net of reserve for valuation of $590,197 in 1998 (Note 4)          24,775,767              30,531,768
Marketable securities, at fair value (Notes 1 and 3)                   3,064,717               2,840,127
Rental property at cost, net of accumulated
   depreciation (Note 5)                                                 778,924                       -
Replacement reserve escrow                                                 2,888                       -
Other assets                                                              40,041                  50,033
                                                                 ---------------         ---------------
   Total Assets                                                  $    28,905,668         $    33,871,495
                                                                 ===============         ===============

Liabilities and Partners' Equity

Accounts payable to affiliates (Note 6)                          $        79,210         $        88,227
Accounts payable and accrued expenses                                     72,983                  35,692
Mortgage note payable (Note 7)                                           707,659                       -
Tenant security deposits payable                                           3,017                       -
Deferred revenue (Note 8)                                                139,461                 174,357
                                                                 ---------------         ---------------
   Total Liabilities                                                   1,002,330                 298,276
                                                                 ---------------         ---------------

Minority interest in Local Limited Partnership                           140,554                       -

General, Initial and Investor Limited Partners' Equity                27,777,237              33,615,539
Net unrealized losses on marketable securities                           (14,453)                (42,320)
                                                                 ---------------         ---------------
   Total Partners' Equity                                             27,762,784              33,573,219
                                                                 ---------------         ---------------
   Total Liabilities and Partners' Equity                        $    28,905,668         $    33,871,495
                                                                 ===============         ===============
</TABLE>

The accompanying notes are an integral part of these combined financial 
statements.


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                        COMBINED STATEMENTS OF OPERATIONS

                For the Years Ended March 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                                         1998              1997                 1996
                                                    ------------        ------------        --------
<S>                                                 <C>                 <C>                 <C> 
 Revenue:
   Rental                                           $     98,473        $          -        $          -
   Investment (Note 3)                                   179,999             191,349             146,575
   Other                                                  42,967              13,334              77,437
                                                    ------------        ------------        ------------
     Total Revenue                                       321,439             204,683             224,012
                                                    ------------        ------------        ------------

Expenses:
   General and administrative
     (includes reimbursements to an affiliate
     in the amounts of $127,926, $117,763
     and $115,696) (Note 6)                              237,092             237,545             225,369
   Asset management fees, related party (Note 6)         238,087             231,035             224,953
   Provision for valuation of Investment in
       Local Limited Partnership                         590,197                   -                   -
   Rental operations, exclusive of depreciation           30,067                   -                   -
   Provision for valuation of rental property            160,000                   -                   -
   Interest                                               64,148                   -                   -
   Depreciation                                           35,299                   -                   -
   Amortization                                           29,291              29,451              30,521
                                                    ------------        ------------        ------------
     Total Expenses                                    1,384,181             498,031             480,843
                                                    ------------        ------------        ------------

Loss before minority interest in losses of
   Local Limited Partnership and equity in 
   losses of Local Limited Partnerships               (1,062,742)           (293,348)           (256,831)

Minority interest in losses of
   Local Limited Partnership                               1,900                   -                   -

Equity in losses of Local Limited
   Partnerships (Note 4)                              (4,777,460)         (4,044,413)         (4,695,617)
                                                      -----------          -----------         -----------


Net Loss                                            $ (5,838,302)       $ (4,337,761)        $(4,952,448)
                                                    ============        ============         ===========

Net Loss allocated:
   General Partners                                 $    (58,383)       $    (43,378)       $    (49,524)
   Limited Partners                                   (5,779,919)         (4,294,383)         (4,902,924)
                                                    ------------        ------------        ------------
                                                    $ (5,838,302)        $(4,337,761)        $(4,952,448)
                                                    =============       =============        ============

Net Loss per Limited Partnership
   Unit (68,929 Units)                              $    (83.85)        $    (62.30)        $    (71.13)
                                                    ============        ============         ============
</TABLE>

The accompanying notes are an integral part of these combined financial 
statements.



<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

                For the Years Ended March 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                       Net
                                                    Initial         Investor       Unrealized
                                    General         Limited          Limited          Gains
                                    Partners        Partner         Partners        (Losses)           Total

<S>                             <C>              <C>             <C>              <C>             <C>  

Balance at March 31, 1995       $   (163,049)    $      5,000    $ 43,063,797     $    (69,741)   $ 42,836,007

Net change in net unrealized
   loss on marketable securities
   available for sale                      -                -               -           44,582          44,582

Net Loss                             (49,524)               -      (4,902,924)               -      (4,952,448)
                                ------------     ------------    ------------     ------------    ------------

Balance at March 31, 1996           (212,573)           5,000      38,160,873          (25,159)     37,928,141

Net change in net unrealized
   loss on marketable securities
   available for sale                      -                -               -          (17,161)        (17,161)

Net Loss                             (43,378)               -      (4,294,383)               -      (4,337,761)
                                ------------     ------------    ------------     ------------    ------------

Balance at March 31, 1997           (255,951)           5,000      33,866,490          (42,320)     33,573,219

Net change in net unrealized
   loss on marketable securities
   available for sale                      -                -               -           27,867          27,867

Net Loss                             (58,383)               -      (5,779,919)               -      (5,838,302)
                                ------------     ------------    ------------     ------------    ------------

Balance at March 31, 1998       $   (314,334)    $      5,000    $ 28,086,571     $    (14,453)   $ 27,762,784
                                ============     ============    ============     ============    ============

</TABLE>

The accompanying notes are an integral part of these combined financial 
statements.


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                        COMBINED STATEMENTS OF CASH FLOWS

                For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>


                                                               1998              1997           1996
                                                           ------------     ------------    --------
<S>                                                        <C>               <C>             <C>  

Cash flows from operating activities:
   Net loss                                                $(5,838,302)      $(4,337,761)    $(4,952,448)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships           4,777,460        4,044,413       4,695,617
     Provision for valuation of Investment in Local
       Limited Partnership                                      590,197                -               -
     Provision for valuation of rental property                 160,000                -               -
     Depreciation and amortization                               64,590           29,451          30,521
     Gain on sale of marketable securities                       (1,154)          (1,560)         (1,027)
     Minority interest in losses of Local Limited
       Partnership                                               (1,900)               -               -
     Increase (decrease) in cash arising from changes
      in operating assets and liabilities:
       Tenant security deposits                                    (131)               -               -
       Mortgagee escrow deposits                                  3,990                -               -
       Other assets                                              10,992          (24,625)         23,217
       Accounts payable to affiliate                            (25,605)          16,700           6,016
       Accounts payable and accrued expenses                     21,457          (32,191)        (15,985)
       Tenant security deposits payable                             131                -               -
       Deferred revenue                                         (34,896)          (4,961)        179,318
                                                           ------------     ------------    ------------
Net cash used for operating activities                         (273,171)        (310,534)        (34,771)
                                                           ------------     ------------    ------------

Cash flows from investing activities:
   Investments in Local Limited Partnerships                          -                -        (213,500)
   Purchases of marketable securities                        (2,889,608)        (755,442)     (2,462,289)
   Proceeds from sales and maturities of
     marketable securities                                    2,694,039          998,969       2,605,139
   Cash distributions received from Local Limited
     Partnerships                                               241,893          272,930         276,530
   Advance to affiliate                                          (1,000)               -               -
   Replacement reserve deposits                                    (739)               -               -
   Cash received upon assumption of General Partner
     interest in a Combined Entity                                  937                -               -
                                                           ------------     ------------    ------------
Net cash provided by investing activities                        45,522          516,457         205,880
                                                           ------------     ------------    ------------

Cash flows from financing activities:
   General Partner contribution                                  23,462                -               -
   Payment of mortgage principal                                 (5,448)               -               -
                                                           ------------     ------------    ------------
Net cash provided by financing activities                        18,014                -               -
                                                           ------------     ------------    ------------

Net increase (decrease) in cash and
   cash equivalents                                            (209,635)         205,923         171,109

Cash and cash equivalents, beginning                            449,567          243,644          72,535
                                                           ------------     ------------    ------------

Cash and cash equivalents, ending                          $    239,932     $    449,567    $    243,644
                                                           ============     ============    ============
</TABLE>

The accompanying notes are an integral part of these combined financial 
statements.


<PAGE>


              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                                     
                   Notes to the Combined Financial Statements

1.   Organization

Boston Financial  Qualified  Housing Tax Credits L.P. V ("the  Partnership") was
formed on June 16,  1989  under the laws of the State of  Massachusetts  for the
primary  purpose  of  investing,   as  a  limited  partner,   in  other  limited
partnerships  ("Local  Limited  Partnerships"),  some of which  own and  operate
apartment  complexes  benefiting  from  some  form of  federal,  state  or local
assistance,  and each of which qualifies for low-income housing tax credits. The
Partnership's objectives are to: (i) provide current tax benefits in the form of
tax credits which qualified investors may use to offset their federal income tax
liability;  (ii) preserve and protect the Partnership's  capital;  (iii) provide
limited cash  distributions  from property  operations which are not expected to
constitute taxable income during Partnership  operations;  and (iv) provide cash
distributions from sale or refinancing transactions. The General Partners of the
Partnership are Arch Street V, Inc., a Massachusetts  corporation,  which serves
as the  Managing  General  Partner,  and Arch  Street V Limited  Partnership,  a
Massachusetts  Limited Partnership whose general partner consists of Arch Street
V, Inc., which also serves as the Initial Limited  Partner.  Both of the General
Partners  are  affiliates  of the Boston  Financial  Group  Limited  Partnership
("Boston Financial"). The fiscal year of the Partnership ends on March 31.

The Partnership's partnership agreement (the "Partnership Agreement") authorized
the sale of up to 100,000 units of limited  partnership  interests  ("Units") at
$1,000  per Unit,  adjusted  for  certain  discounts.  On August 31,  1991,  the
Partnership held its final investor closing. In total, the Partnership  received
$68,928,650 of capital contributions,  net of discounts, from investors admitted
as Limited Partners for 68,929 Units.

Generally,  profits,  losses,  tax  credits and cash flows from  operations  are
allocated  99% to the  Limited  Partners  and 1% to the  General  Partners.  Net
proceeds  from a sale  or  refinancing  will  be  allocated  95% to the  Limited
Partners and 5% to the General Partners after certain priority payments.

Under  the  terms  of  the  Partnership  Agreement,  the  Partnership  initially
designated  4% of the Gross  Proceeds  from the sale of Units as a  reserve  for
working  capital of the Partnership  and  contingencies  related to ownership of
Local Limited Partnership  interests.  The Managing General Partner may increase
or decrease such Reserves from time to time, as it deems  appropriate.  At March
31, 1998, the Managing General Partner has designated  approximately  $2,732,000
of marketable securities as such Reserves.

2.   Significant Accounting Policies

Basis of Presentation and Combination

The Partnership accounts for its investments in Local Limited Partnerships, with
the exception of the Combined Entity (defined below), using the equity method of
accounting,  because  the  Partnership  does not have a majority  control of the
major  operating and financial  policies of the Local  Limited  Partnerships  in
which it invests.  Under the equity  method,  the investment is carried at cost,
adjusted  for the  Partnership's  share of income  or loss of the Local  Limited
Partnerships,  additional  investments  and cash  distributions  from the  Local
Limited Partnerships. Equity in income or loss of the Local Limited Partnerships
is included  currently in the Partnership's  operations.  The Partnership has no
obligation  to fund  liabilities  of the Local Limited  Partnerships  beyond its
investment,  therefore,  a Local Limited  Partnership's  investment  will not be
carried  below zero.  To the extent that equity losses are incurred when a Local
Limited  Partnership's  respective  investment balance has been reduced to zero,
the losses will be  suspended to be used against  future  income.  Distributions
received from Local Limited Partnerships whose respective investment balance has
been reduced to zero are included in income.

Excess  investment cost over the underlying net assets acquired have arisen from
acquisition   fees  paid  and  expenses   reimbursed  to  an  affiliate  of  the
Partnership.   These  fees  and  expenses  are  included  in  the  Partnership's
Investments  in  Local  Limited  Partnerships  and  are  being  amortized  on  a
straight-line basis over 35 years.


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

2.  Significant Accounting Policies (continued)

Basis of Presentation and Combination (continued)

The  Partnership  recognizes a decline in carrying  value of its  investment  in
Local Limited Partnerships when there is evidence of a non-temporary  decline in
the  recoverable  amount  of the  investment.  There is a  possibility  that the
estimates  relating to reserves for non-temporary  declines in carrying value of
investments in Local Limited  Partnerships  may be subject to material near term
adjustments.

The  Partnership,  as a limited  partner in the Local Limited  Partnerships,  is
subject to risks  inherent in the  ownership  of  property  which are beyond its
control,  such as  fluctuations  in  occupancy  rates  and  operating  expenses,
variations in rental schedules, proper maintenance and continued eligibility for
tax  credits.  If the cost of  operating a property  exceeds  the rental  income
earned thereon,  the Partnership may deem it in its best interest to voluntarily
provide funds in order to protect its investment.

On March 1, 1997, an affiliate of the  Partnership's  Managing  General Partner,
Boston  Financial  GP1-LLC,  became the Local General Partner of Burbank Limited
Partnership  ("Burbank"),  a Local Limited  Partnership in which the Partnership
has invested.  Since the Local General Partner of Burbank is an affiliate of the
Partnership and has a controlling financial interest in Burbank, as set forth in
paragraph 22 of ARB 51, these combined financial statements include all activity
at Burbank beginning on March 1, 1997. All significant intercompany balances and
transactions have been eliminated.  As used herein, the "Combined Entity" refers
to Burbank.

The General  Partners  have  decided to report the results of the Local  Limited
Partnerships,  including the Combined Entity,  on a 90-day lag basis because the
Local  Limited  Partnerships  report  their  results on a calendar  year  basis.
Accordingly, the financial information of the Local Limited Partnerships that is
included in the accompanying combined financial statements is as of December 31,
1997, 1996 and 1995.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Cash Equivalents

Cash equivalents  consist of short-term  money market  instruments with original
maturities of 90 days or less at acquisition and approximate fair value.

Marketable Securities

Marketable  securities  consists  primarily  of U.S.  Treasury  instruments  and
various   asset-backed   investment  vehicles.   The  Partnership's   marketable
securities are classified as "Available for Sale" securities and are reported at
fair value as reported by the brokerage  firm at which the  securities are held.
Realized gains and losses from the sales of securities are based on the specific
identification  method.  Unrealized  gains and losses are excluded from earnings
and reported as a separate component of partners' equity.

Income Taxes

No provision  for income taxes has been made as the  liability for such taxes is
an obligation of the partners of the Partnership.



<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)


2.   Significant Accounting Policies (continued)

Effect of recently issued Accounting Standards

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards  No. 130,  Reporting  Comprehensive  Income.  The standard
requires that changes in comprehensive  income be shown in a financial statement
that is displayed with the same  prominence as other financial  statements.  The
standard is effective for fiscal years  beginning  after  December 15, 1997. The
Partnership  will adopt the new standard  beginning in the first  quarter of the
fiscal year ending March 31, 1999,  but it is not expected to have a significant
effect on the Partnership's financial position or results of operations.

Rental Property

Real  estate  and  personal  property  of the  Combined  Entity is  recorded  in
accordance with SFAS 121. The Combined Entity  provides for  depreciation  using
primarily the straight-line method over its estimated useful lives.

Rental Income

Rental  income,  principally  from  short-term  leases on the Combined  Entity's
apartment  units,  is recognized as income under the accrual method as the rents
become due.

Fair Value of Financial Instruments

Statements  of  Financial   Accounting  Standards  No.  107  ("SFAS  No.  107"),
Disclosures About Fair Value of Financial  Instruments,  requires disclosure for
the fair value of most on- and off-balance sheet financial instruments for which
it is  practicable  to estimate  that value.  The scope of SFAS No. 107 excludes
certain financial  instruments,  such as trade receivables and payables when the
carrying value  approximates the fair value and investments  accounted for under
the equity method, and all nonfinancial  assets,  such as real property.  Unless
otherwise described, the fair values of the Partnership's assets and liabilities
which  qualify as financial  instruments  under SFAS No. 107  approximate  their
carrying amounts in the accompanying balance sheets.

Reclassifications

Certain reclassifications have been made to prior years' financial statements to
conform to the current year presentation.


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)


3.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<CAPTION>

                                                                 Gross             Gross
                                                              Unrealized        Unrealized            Fair
                                                 Cost            Gains            Losses             Value
<S>                                         <C>               <C>               <C>             <C> 

Debt securities issued by the US
   Treasury and other US
   government agencies                      $  2,934,294      $     5,308       $  (21,353)     $  2,918,249

Mortgage backed securities                       144,876            1,592                -           146,468
                                            ------------      -----------       ----------      ------------

Marketable securities at March 31, 1998     $  3,079,170      $     6,900       $  (21,353)     $  3,064,717
                                            ============      ===========       ==========      ============

Debt securities issued by the US
   Treasury                                 $  2,646,693      $       492       $  (42,951)     $  2,604,234

Mortgage backed securities                       235,754            1,938           (1,799)          235,893
                                            ------------      -----------       ----------      ------------

Marketable securities at March 31, 1997     $  2,882,447      $     2,430       $  (44,750)     $  2,840,127
                                            ============      ===========       ==========      ============
</TABLE>

The contractual maturities at March 31, 1998 are as follows:
                                                                 Fair
                                            Cost                Value

Due in one year or less                  $1,786,173          $1,767,834
Due in one year to five years             1,148,121           1,150,415
Mortgage backed securities                  144,876             146,468
                                        -----------         -----------
                                        $ 3,079,170         $ 3,064,717
                                        ===========         ===========

Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales and maturities
of marketable securities were approximately $2,694,000,  $999,000 and $2,605,000
for the years ended March 31,  1998,  1997 and 1996,  respectively.  Included in
investment  income are gross  gains of $7,205 and gross  losses of $6,051  which
were realized on the sales during the year ended March 31, 1998,  gross gains of
$2,951 and gross  losses of $1,391  which were  realized on the sales during the
year ended March 31, 1997 and gross gains of $13,257 and gross losses of $12,230
which were realized on the sales during the year ended March 31, 1996.


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)


4.   Investments in Local Limited Partnerships

The  Partnership  uses the equity  method to  account  for its  limited  partner
interest in twenty six Local Limited Partnerships, excluding the Combined Entity
in 1998. Each of these Local Limited Partnerships owns and operates multi-family
housing complexes,  most of which are government-assisted.  The Partnership,  as
Investor  Limited  Partner  pursuant to the various  Local  Limited  Partnership
Agreements,  has generally  acquired a 99% interest in the profits,  losses, tax
credits  and  cash  flows  from   operations   of  each  of  the  Local  Limited
Partnerships,  with the exception of Strathern  Park/Lorne  Park  Apartments and
Huguenot Park, which are 95% and 88.6%, respectively. Upon dissolution, proceeds
will be distributed according to each respective partnership agreement.

The  following  is a  summary  of  Investments  in Local  Limited  Partnerships,
excluding the Combined Entity in 1998, at March 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>


                                                               1998              1997           1996
                                                           ------------     ------------    --------
<S>                                                         <C>              <C>             <C>  

Capital contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
   Partnerships                                             $55,219,511      $55,520,042     $55,491,515

Cumulative   equity  in  losses  of  Local   
Limited   Partnerships   (excluding    
unrecognized losses of $133,567 and $2,143 
in 1998 and 1997,    respectively)                          (29,735,570)     (25,141,481)    (21,097,068)

Cumulative cash distributions received
   from Local Limited Partnerships                             (973,056)        (731,163)       (458,233)
                                                           ------------     ------------    ------------

Investments in Local Limited Partnerships
  before adjustment                                          24,510,885       29,647,398      33,936,214

Excess of investment cost over the underlying net assets 
acquired:

    Acquisition fees and expenses                             1,039,751        1,039,751       1,068,278

    Accumulated amortization of acquisition
    fees and expenses                                          (184,672)        (155,381)       (125,930)
                                                           ------------     ------------    ------------

Investments in Local Limited Partnerships                    25,365,964       30,531,768      34,878,562

Reserve for valuation of Investment in Local
   Limited Partnership                                         (590,197)               -               -
                                                           ------------     ------------    ------------
                                                           $ 24,775,767     $ 30,531,768  $   34,878,562
                                                           ============     ============  ==============
</TABLE>


The  Partnership has provided a reserve for valuation for one of its investments
in Local Limited Partnerships, Westgate Apartments, because there is evidence of
a non-temporary decline in the recoverable amount of the investment.




<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)


4.   Investments in Local Limited Partnerships (continued)

Summarized financial information, as of December 31, 1997, 1996 and 1995 (due to
the  Partnership's  policy of reporting the financial  information  of its Local
Limited  Partnership  interests  on a 90 day lag  basis)  of all  Local  Limited
Partnerships  accounted for on the equity method  (excluding the Combined Entity
beginning on the date of  combination)  in which the Partnership has invested as
of that date is as follows:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>
                                                         1997               1996                1995
                                                    --------------      --------------      --------
<S>                                                 <C>                 <C>                 <C>

Assets:
   Investment property, net                         $  113,022,632      $  119,404,292      $  124,034,671
   Current assets                                        3,319,977           3,109,145           3,233,198
   Other assets                                          5,949,514           5,944,574           6,000,099
                                                    --------------      --------------      --------------
     Total Assets                                   $  122,292,123      $  128,458,011      $  133,267,968
                                                    ==============      ==============      ==============

Liabilities and Partners' Equity:
   Long-term debt                                   $   84,044,067      $   85,520,204      $   86,578,579
   Current liabilities (including current portion
     of long-term debt)                                  8,060,589           7,168,891           6,037,081
   Other liabilities                                     1,456,872           1,389,432           1,553,129
                                                    --------------      --------------      --------------
     Total Liabilities                                  93,561,528          94,078,527          94,168,789

Partnership's Equity                                    23,844,561          29,509,002          33,857,070
Other Partners' Equity                                   4,886,034           4,870,482           5,242,109
                                                    --------------      --------------      --------------
     Total Liabilities and Partners' Equity         $  122,292,123      $  128,458,011      $  133,267,968
                                                    ==============      ==============      ==============

Summarized Income Statements - for the years ended December 31,

Rental and other income:                            $   14,309,317      $   14,377,262      $   14,078,555
                                                    --------------      --------------      --------------

Expenses:
   Operating                                             7,622,343           7,389,143           7,301,056
   Interest                                              5,919,806           6,159,027           6,683,070
   Depreciation and amortization                         5,786,902           4,970,595           4,896,252
                                                    --------------      --------------      --------------
     Total Expenses                                     19,329,051          18,518,765          18,880,378
                                                    --------------      --------------      --------------

     Net Loss                                       $   (5,019,734)     $   (4,141,503)     $   (4,801,823)
                                                    ==============      ==============      ==============

Partnership's share of Net Loss                     $   (4,908,884)     $   (4,046,556)     $   (4,695,617)
                                                    ==============      ==============      ==============

Other partners' share of Net Loss                   $     (110,850)     $      (94,947)     $     (106,206)
                                                    ==============      ==============      ==============
</TABLE>

For the years ended March 31, 1998 and 1997, the  Partnership has not recognized
$131,424  and  $2,143,  respectively,  of  equity  in  losses  of Local  Limited
Partnerships  relating to two Local Limited Partnerships where cumulative equity
in losses exceeded its total investments in these Local Limited Partnerships.

The  Partnership's  equity as reflected  by the Local  Limited  Partnerships  of
$23,844,561  differs  from  the  Partnership's   Investments  in  Local  Limited
Partnerships  before  adjustment  of  $24,510,885  principally  because:  a) the
Partnership has not recognized $133,567 of equity in losses of two Local Limited
Partnerships   whose  equity  in  losses  exceeded  its  total  investment;   b)
distributions made by Local Limited  Partnerships during the quarter ended March
31, 1998 are not reflected in the December 31, 1997 balance  sheets of the Local
Limited  Partnerships;  and c)  syndication  costs  charged to equity by a Local
Limited  Partnership  are not reflected in the  Partnership's  investment in the
Local Limited Partnership.




             Notes to the Combined Financial Statements (continued)

5.   Rental Property

Real estate and personal  property  belonging to the Combined Entity at December
31, 1997 is as follows:

           Land                                      $    42,000
           Building and improvements                   1,004,939
                                                     -----------
                                                       1,046,939
           Less:   Accumulated depreciation             (268,015)

           Total                                     $   778,924
                                                     ===========

During the year ended  December 31,  1997,  an  impairment  loss of $160,000 was
recognized  on the real  estate in the  Combined  Entity,  which  decreased  the
carrying value to $1,046,939.

6.   Transactions with Affiliates

An affiliate of the Managing General Partner currently  receives the base amount
of .351% (as adjusted by the CPI factor) of Gross Proceeds annually as the Asset
Management  Fee  for  administering  the  affairs  of  the  Partnership.   Asset
Management Fees of $238,087, $231,035 and $224,953 for the years ended March 31,
1998, 1997 and 1996, respectively,  have been included in expenses.  Included in
accounts  payable  to  affiliate  at March  31,  1998 and 1997 are  $60,556  and
$59,177,  respectively,  of asset  management  fees due to an  affiliate  of the
Managing General Partner.

An affiliate of the Managing  General  Partner is reimbursed for the actual cost
of the Partnership's operating expenses.  Included in general and administrative
expenses  for the  years  ended  March  31,  1998,  1997 and 1996 are  $127,926,
$117,763 and $115,696, respectively, that the Partnership has paid or is payable
as  reimbursement  for salaries and benefits  expenses.  The amounts payable for
salaries  and  benefits  at March 31,  1998 and 1997 are  $18,654  and  $29,050,
respectively.

BF Lansing  Limited  Partnership  ("BF  Lansing"),  an affiliate of the Managing
General  Partner,  is the  Administrative  General  Partner in two Local Limited
Partnerships  in which the  Partnership  has  invested,  St.  Croix II,  Limited
Partnership  ("Carib Villas II") and Christiansted  Limited  Partnership ("Carib
Villas  III").  BF Lansing's  only  responsibility  in relation to the two Local
Limited Partnerships is the selection of a management agent. BF Lansing selected
Lansing  Management  Company  ("LMC"),  an  affiliate  of the  Managing  General
Partner, as the management agent for Carib Villas II and III. The management fee
charged to each property is equal to 5% of property gross revenues.  Included in
operating  expenses  in  the  summarized  income  statements  in  Note  4 to the
financial  statements are $21,120,  $15,305 and $11,837,  respectively,  of fees
paid to LMC for the years ended December 31, 1997, 1996 and 1995.

LMC is also the management agent for Historic New Center,  another Local Limited
Partnership in which the Partnership invested. Included in operating expenses in
the  summarized  income  statements  in Note 4 to the financial  statements  are
$21,986, $24,561 and $21,336,  respectively, of fees earned by LMC for the years
ended December 31, 1997, 1996 and 1995.

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General  Partner,  is the management  agent for Woodlake  Hills, a Local Limited
Partnership in which the Partnership is invested.  The management fee charged to
the property is 4% of property gross revenues. Included in operating expenses in
the  summarized  income  statements  in Note 4 to the financial  statements  are
$34,752, $37,497 and $42,852, respectively, of fees earned by BFPM for the years
ended December 31, 1997, 1996 and 1995.




              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)



             Notes to the Combined Financial Statements (continued)

7.   Mortgage Notes Payable

The Combined  Entity has a mortgage note payable of $750,000  amortized  over 30
years at a rate of 11.5%.  On December 27, 1997, the mortgage holder of the note
reduced  the  interest  rate to 10% for a period  of one  year;  this  reduction
changed the monthly payment from $7,427 to $6,143. It is anticipated that by the
end of the one year,  the Combined  Entity will have  negotiated a new financing
agreement  with  another  lending  institution.  As of December  31,  1997,  the
remaining balance on this note is $707,659.  As the terms of this note have been
negotiated under current conditions, the fair value of the note approximates its
carrying value as of December 31, 1997.


8.   Deferred Revenue

Under the terms of a Local Limited  Partnership  Agreement,  the Partnership was
required to fund a Supplemental Reserve in the amount of $196,000.  The original
purpose of the  contribution  was to fund the development  expenses of the Local
Limited  Partnership.  In lieu of transferring the  Supplemental  Reserve to the
Local Limited Partnership,  the Partnership  designated $196,000 of its cash and
cash  equivalents for this purpose.  Since the funds were not needed,  the Local
Limited Partnership Agreement allows that the established  Supplemental Reserve,
along with the interest earned,  are available to pay the Partnership its annual
priority  distribution.  As of March 31, 1998,  $99,000 has been released to the
Partnership.  The  balance of the  Supplemental  Reserve is included in cash and
cash equivalents.  This balance,  along with the accrued interest  thereon,  has
also been accounted for as deferred revenue,  as it represents the future annual
priority distributions to be released to the Partnership from this Reserve.


9.   Litigation

The  Partnership  is  not  a  party  to  any  pending  legal  or  administrative
proceeding. However, Tompkins/Rosecliff,  Ltd. which owns a property in Sanford,
Florida,  is involved in certain  litigation with an entity formerly  affiliated
with this  partnership  and its previous local general  partner.  It is possible
that the Partnership  will be named as a defendant in this  litigation.  It does
not  currently  appear  that  this  matter  presents  a  material  risk  to  the
Partnership.  However, in the opinion of management, there is currently a remote
possibility  that  this  litigation  could  ultimately  result in a loss of this
property and its  credits.  The  Partnership  will  vigorously  pursue its legal
rights if this  becomes a  material  risk in the  future.  The  Partnership  has
retained counsel to represent its interest in this matter.


10.  Transfer of Interest in Local Limited Partnership

On November  10, 1997,  the  Managing  General  Partner  transferred  50% of its
interest  in capital  and  profits of  Westgate  to the local  general  partner.
Included in this  transfer is a put option.  The put option  grants the Managing
General  Partner the right to put the  Partnership's  remaining  interest to the
local  general  partner any  time  after  one year has  elapsed.  For  financial
reporting  purposes,  the  Partnership  has  written down  the remaining
carrying value of this  investment to zero,  because it is unknown as to whether
the Partnership will be able to recover its invested  balances.  The Partnership
will  retain its full  share of tax  credits  until  such time as the  remaining
interest is put to the local general partner.



<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

11.  Federal Income Taxes

A  reconciliation  of the loss reported in the Combined  Statements of  
Operations  for the years ended March 31, 1998,  1997 and 1996 to the loss 
reported for federal income tax purposes for the years ended December 31, 1997, 
1996 and 1995 is as follows:
<TABLE>
<CAPTION>

                                                               1998              1997           1996
                                                           ------------     ------------    --------

<S>                                                        <C>               <C>             <C> 

Net Loss per Statement of Operations                       $ (5,838,302)     $(4,337,761)    $(4,952,448)

Adjustment for equity in losses of Local Limited
   Partnerships for financial reporting purposes
   over (under) equity in losses for tax purposes            (1,419,314)        (555,803)        115,395

Equity in losses of Local Limited Partnerships not
   recognized for financial reporting purposes                 (131,424)          (2,143)              -

Adjustment to reflect March 31, fiscal year-end
   to December 31, tax year-end                                  31,986          (46,742)         28,653

Adjustment for expenses not currently deductible for
   tax purposes                                                       -          114,572          55,889

Related party expenses paid in current year but
   expensed for book purposes in prior year                    (114,572)         (55,889)        (54,420)

Adjustment for accelerated amortization
   for tax purposes over amortization
   for financial reporting purposes                              (8,383)         (10,828)         (8,426)

Provision for valuation of Investment in Local
   Limited Partnership not deductible for
   tax purposes                                                 590,197                -               -

Other                                                                 -           22,000         (22,000)
                                                           ------------     ------------    ------------

Net Loss for federal income tax
   purposes                                                $ (6,889,812)    $ (4,872,594)   $ (4,837,357)
                                                           ============     ============    ============

</TABLE>



<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

11.  Federal Income Taxes (continued)


The  differences of the assets and  liabilities of the Partnership for financial
reporting  purposes and tax reporting purposes for the year ended March 31, 1998
are as follows:
<TABLE>
<CAPTION>

                                                             Financial           Tax
                                                             Reporting        Reporting
                                                             Purposes         Purposes       Differences

<S>                                                       <C>              <C>              <C>   

Investments in Local Limited Partnerships                 $  24,775,767    $  23,114,290    $  1,661,477
                                                          =============    =============    ============
Other assets                                              $   4,129,901    $  13,054,826    $ (8,924,925)
                                                          =============    =============     ===========
Liabilities                                               $   1,002,330    $     217,179    $    785,151
                                                          =============    =============    ============
</TABLE>

The  differences  in assets and  liabilities  of the  Partnership  for financial
reporting  purposes are primarily  attributable to: (i) for financial  reporting
purposes, the Partnership combines the financial statements of one Local Limited
Partnership  with its financial  statements;  for tax reporting purposes,  this 
entity is carried on the equity method;  (ii) the  Partnership  has provided a 
reserve for valuation of  approximately $590,000  against one of its investments
in Local Limited  Partnerships  for financial  reporting  purposes;  (iii) the 
cumulative equity in loss from Local Limited  Partnerships,  including the 
Combined Entity, for  tax  reporting  purposes  is  approximately  $2,163,000  
greater  than  for financial reporting  purposes,  including  approximately  
$134,000 of losses the Partnership has not recognized relating to two Local 
Limited  Partnerships whose cumulative equity in losses exceeded its total 
investment; (iv) the amortization of acquisition fees for tax reporting purposes
exceeds financial reporting purposes by  approximately  $51,000;  
(v)  approximately  $34,000  of cash  distributions received from Local Limited 
Partnerships during the quarter ended March 31, 1998 are not included in the 
Partnership's Investments in Local Limited Partnerships for tax reporting 
purposes at  December  31,  1997; and (vi) organizational and offering costs of
approximately $9,500,000 that have been  capitalized for tax reporting purposes,
are  charged to  Limited  Partners'  equity for  financial reporting purposes.


The  differences of the assets and  liabilities of the Partnership for financial
reporting  purposes and tax reporting purposes for the year ended March 31, 1997
are as follows:
<TABLE>
<CAPTION>

                                                             Financial           Tax
                                                             Reporting        Reporting
                                                             Purposes         Purposes       Differences
<S>                                                        <C>               <C>            <C> 

Investments in Local Limited Partnerships                  $ 30,531,768      $29,997,313    $    534,455
                                                           ============      ===========    ============
Other assets                                               $  3,339,727      $13,071,499    $ (9,731,772)
                                                           ============      ===========    ============
Liabilities                                                $    298,276      $   227,063    $     71,213
                                                           ============      ===========   ==============
</TABLE>

The  differences  in assets and  liabilities  of the  Partnership  for financial
reporting  purposes are primarily  attributable to (i) the cumulative  equity in
losses of the Local Limited  Partnerships is approximately  $612,000 greater for
tax reporting purposes; (ii) the amortization of acquisition fees for tax 
reporting purposes exceeds financial reporting purposes by approximately 
$43,000;  (iii) approximately  $121,000  of  cash  distributions  received  from
Local  Limited Partnerships  during the quarter  ended  March 31, 1997 are not  
included in the Partnership's  Investments in Local Limited Partnerships for tax
reporting purposes at  December  31,  1996;   and  (iv)   organizational   and  
offering  costs  of approximately  $9,500,000 that have been capitalized for tax
reporting purposes, are charged to Limited Partners' equity for financial 
reporting purposes.






<PAGE>


              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                                  
             Notes to the Combined Financial Statements (continued)

12.  Supplemental Combining Schedules
<TABLE>
<CAPTION>

                                                                            Balance Sheets

                                           Boston Financial
                                           Qualified Housing          Wheeler
                                              Tax Credits              House
                                               L.P V (A)           (Burbank) (B)    Eliminations       Combined
<S>                                        <C>                   <C>                <C>             <C> 

Assets

Cash and cash equivalents                  $       239,708       $           224    $           -   $      239,932
Mortgagee escrow deposits                                -                   382                -              382
Tenant security deposit escrow                           -                 3,017                -            3,017
Investments in Local
   Limited Partnerships, net                    24,704,680                     -           71,087       24,775,767
Marketable securities, at fair value             3,064,717                     -                -        3,064,717
Rental property at cost, net of
   accumulated depreciation                              -               778,924                -          778,924
Replacement reserve escrow                               -                 2,888                -            2,888
Other assets                                        40,041                     -                -           40,041
                                           ---------------       ---------------    -------------   --------------
     Total Assets                          $    28,049,146       $       785,435    $      71,087   $   28,905,668
                                           ===============       ===============    =============   ==============
Liabilities and Partners' Equity

Accounts payable to affiliates             $        79,210       $             -    $           -   $       79,210
Accounts payable and accrued expenses               67,691                 5,292                -           72,983
Mortgage note payable                                    -               707,659                -          707,659
Tenant security deposits payable                         -                 3,017                -            3,017
Deferred revenue                                   139,461                     -                -          139,461
                                           ---------------       ---------------    -------------   --------------
     Total Liabilities                             286,362               715,968                -        1,002,330
                                           ---------------       ---------------    -------------   --------------

Minority interest in Local Limited
   Partnership                                           -                     -          140,554          140,554
                                           ---------------       ---------------    -------------   --------------

General, Initial and Investor
   Limited Partners' Equity                     27,777,237                69,467          (69,467)      27,777,237
Net unrealized losses on
   marketable securities                           (14,453)                    -                -          (14,453)
                                           ---------------       ---------------    -------------   --------------
     Total Partners' Equity                     27,762,784                69,467          (69,467)      27,762,784
                                           ---------------       ---------------    -------------   --------------
     Total Liabilities and Partners' Equity$    28,049,146       $       785,435    $      71,087   $   28,905,668
                                           ===============       ===============    =============   ==============
</TABLE>

(A) As of March 31, 1998. 
(B) As of December 31, 1997.


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

12.  Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                                                                       Statements of Operations
                                                                   For the Year Ended March 31, 1998

                                           Boston Financial
                                           Qualified Housing         Wheeler
                                              Tax Credits             House
                                              L.P. V (A)           (Burbank) (B)    Eliminations        Combined
<S>                                         <C>                  <C>                <C>                <C> 

Revenue:
   Rental                                   $             -      $        98,473    $           -      $     98,473
   Investment                                       179,908                   91                -           179,999
   Other                                             42,164                  803                -            42,967
                                            ---------------      ---------------    -------------      ------------
     Total Revenue                                  222,072               99,367                -           321,439
                                            ---------------      ---------------    -------------      ------------

Expenses:
   General and administrative                       237,092                    -                -           237,092
   Asset management fees, related party             238,087                    -                -           238,087
   Provision for valuation of Investment in
      Local Limited Partnership                     590,197                    -                -           590,197
   Rental operations, exclusive of depreciation           -               30,067                -            30,067
   Provision for valuation of rental property                    -                  160,000            -                   160,000
   Interest                                               -               64,148                -            64,148
   Depreciation                                           -               35,299                -            35,299
   Amortization                                      29,291                    -                -            29,291
                                            ---------------      ---------------    -------------      ------------
     Total Expenses                               1,094,667              289,514                -         1,384,181
                                            ---------------      ---------------    -------------      ------------

Loss before minority interest in 
   losses of Local Limited Partnership and 
   equity in losses of Local Limited 
   Partnerships                                    (872,595)            (190,147)               -        (1,062,742)

Minority interest in losses of
   Local Limited Partnership                              -                    -            1,900             1,900

Equity in losses of Local Limited
   Partnerships                                  (4,965,707)                   -          188,247        (4,777,460)
                                            ---------------      ---------------    -------------      ------------


Net Loss                                    $    (5,838,302)     $      (190,147)   $     190,147      $ (5,838,302)
                                            ===============      ===============    =============      ============
</TABLE>

(A) For the year ended March 31, 1998.
(B) For the period March 1, 1997 through December 31, 1997.



<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


               Notes to Combined Financial Statements (continued)

12.  Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                                                                       Statements of Cash Flows

                                           Boston Financial
                                           Qualified Housing         Wheeler
                                              Tax Credits              House
                                              L.P. V (A)           (Burbank) (B)    Eliminations        Combined

<S>                                         <C>                  <C>                <C>                <C>   

Cash flows from operating activities:
Net Loss                                    $    (5,838,302)     $      (190,147)   $     190,147      $ (5,838,302)
Adjustments to reconcile net loss to
   net cash used for operating activities:
     Equity in losses of Local
       Limited Partnerships                       4,965,707                              (188,247)        4,777,460
     Provision for valuation of Investment
        in Local Limited Partnership                590,197                    -                -           590,197
     Provision for valuation of rental property           -              160,000                -           160,000
     Depreciation and amortization                   29,291               35,299                -            64,590
     Gain on sale of marketable securities           (1,154)                   -                -            (1,154)
     Minority interest in losses of
       Local Limited Partnership                          -                    -           (1,900)           (1,900)
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities:
        Tenant security deposits                          -                 (131)               -              (131)
        Mortgagee escrow deposits                         -                3,990                -             3,990
        Other assets                                 10,992                    -                -            10,992
        Accounts payable to affiliates               (9,017)             (16,588)               -           (25,605)
        Accounts payable and
          accrued expenses                           31,999              (10,542)               -            21,457
        Tenant security deposits payable                  -                  131                -               131
        Deferred revenue                            (34,896)                   -                -           (34,896)
                                            ---------------      ---------------    -------------      ------------
Net cash used for operating activities             (255,183)             (17,988)               -          (273,171)
                                            ---------------      ---------------    -------------      ------------

Cash flows from investing activities:
   Purchases of marketable securities            (2,889,608)                 -                 -         (2,889,608)
   Proceeds from sales and maturities
     of marketable securities                     2,694,039                  -                 -          2,694,039
   Cash distributions received from
     Local Limited Partnerships                     241,893                  -                 -            241,893
   Advance to affiliate                              (1,000)                 -                 -             (1,000)
   Replacement reserve deposits                           -               (739)                -               (739)
   Cash received upon assumption
     of General Partner interest
     in a Combined Entity                                 -                937                 -                937
                                            ---------------      -------------      ------------       ------------
Net cash provided by investing activities            45,324                198                 -             45,522
                                            ---------------      -------------      ------------       ------------

</TABLE>



<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


             Notes to the Combined Financial Statements (continued)

12.  Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                                                                 Statements of Cash Flows (continued)

                                           Boston Financial
                                           Qualified Housing         Wheeler
                                              Tax Credits              House
                                              L.P. V (A)           (Burbank) (B)    Eliminations         Combined

<S>                                         <C>                  <C>                <C>                <C> 

Cash flows from financing activities:
   General Partner contribution                           -             23,462                 -             23,462
   Payment of mortgage principal                          -             (5,448)                -             (5,448)
                                            ---------------      -------------      ------------       ------------
Net cash provided by financing activities                               18,014                 -             18,014
                                            ---------------      -------------      ------------       ------------

Net increase (decrease) in cash
   and cash equivalents                            (209,859)               224                 -           (209,635)

Cash and cash equivalents, beginning                449,567                  -                 -            449,567
                                            ---------------      -------------      ------------       ------------

Cash and cash equivalents, ending           $       239,708      $         224      $          -       $    239,932
                                            ===============      =============      ============       ============
</TABLE>

(A) For the year ended March 31, 1998.
(B) For the period March 1, 1997 through December 31, 1997.
<PAGE>
Boston Financial Qualified Housing Tax Credits L. P. V
Schedule III - Real Estate and  Accumulated  Depreciation  of Property  Owned by
Local Limited Partnerships in which Registrant has invested at March 31, 1998



                                              COST AT INTEREST ACQUISITION DATE
                                           -------------------------------------
<TABLE>
<CAPTION>
                                                                                          NET IMPROVEMENTS
                             NUMBER       TOTAL                                              CAPITALIZED
                               OF        ENCUM-                         BUILDING AND        SUBSEQUENT TO
        DESCRIPTION           UNITS     BRANCES *         LAND          IMPROVEMENTS         ACQUISITION
<S>                               <C>   <C>               <C>                <C>                 <C>                           
Low and Moderate
Income Apartment Complexes
Strathern Park/Lorne Park         241   $17,482,959       $4,369,500         $10,513,639         $10,997,952
  Los Angeles, CA
Maidens Choice                    101     4,036,347          807,791           2,013,769           3,414,899
  Baltimore, MD
Cedar Lane                         36     1,115,791           40,000           1,375,512              11,854
  London, KY
Silver Creek                       24       770,058           20,000             946,812                   0
  Berea, KY
Rosecliff                         168     5,591,237        1,200,000           3,304,950           4,578,797
  Orlando, FL
Brookwood                          81     3,040,777           91,470             344,580           4,533,211
  Ypsilanti Township, MI
Water Oak                          40     1,258,505           98,058           1,467,944               5,638
  Orange City, FL
Yester Oaks                        44     1,289,338           47,105           1,574,145               2,489
  Lafayette, GA
Ocean View                         42     1,369,108          112,620           1,600,421               7,347
  Ferandina Beach, FL
Wheeler House                      17       707,659           42,000           1,139,412           (134,473)
  Nashua, NH
Archer Village                     24       710,331           40,000             861,288              38,869
  Archer, FL
Oaks of Dunlop                    144     4,441,748          631,959           6,492,444             135,225
  Colonial Heights, VA
Timothy House                     112     2,537,465           11,638           6,344,664             412,666
  Towson, MD
Westover Station                  108     2,668,441          305,645           4,299,613               4,489
  Newport News, VA
Carib Villas III                   24     1,485,819          107,582           1,802,466               2,764
  St. Croix, VI
Carib Villas II                    20     1,405,035           57,720           1,787,528               2,764
  St. Croix, VI
Whispering Trace                   40     1,393,392          218,000           2,413,145           (485,934)
  Woodstock, GA
New Center                        104     3,504,633           79,652           3,534,776           2,932,510
  Detroit, MI
Huguenot Park                      24     1,400,000           83,000           2,088,664                   0
  New Paltz, NY
Hillwood Pointe                   100     2,961,816          454,185           5,103,711              11,854
  Jacksonville, FL
Pinewood Pointe                   136     4,010,215          555,093           6,809,808             486,038
  Jacksonville, FL

</TABLE>

<PAGE>



Boston Financial Qualified Housing Tax Credits L. P. V
Schedule III - Real Estate and  Accumulated  Depreciation  of Property  Owned by
Local Limited Partnerships in which Registrant has invested at March 31, 1998
<TABLE>
<CAPTION>


                                                     COST AT INTEREST ACQUISITION DATE
                                                    -------------------------------------
                                                                                          NET IMPROVEMENTS
                             NUMBER       TOTAL                                              CAPITALIZED
                               OF        ENCUM-                         BUILDING AND        SUBSEQUENT TO
        DESCRIPTION           UNITS     BRANCES *         LAND          IMPROVEMENTS         ACQUISITION
<S>                               <C>   <C>               <C>                <C>                 <C>                
Low and Moderate
Income Apartment Complexes
Westgate                           60   $ 1,378,233       $  215,168         $ 2,152,519         $    24,702
  Bismark, ND
Woodlake Hills                    144     3,845,347          233,690           6,481,250           2,386,284
  Pontiac, MI
Bixel House                        76     1,376,019          190,746           2,294,879              50,061
  Los Angeles, CA
Harmony                            65     3,097,554                0           7,020,696             117,826
  North Hollywood, CA
Schumaker Place                    96     2,928,084          531,776           1,627,716           3,603,531
  Salisbury, MD
Circle Terrace                    303     9,822,423                0           7,884,733           8,513,503
  Lansdown, MD
                            ---------------------------------------------------------------------------------

SUBTOTAL                        2,374    85,628,334       10,544,398          93,281,084          41,654,866

LESS: Combined Entity              17       707,659           42,000           1,139,412           (134,473)
                            ---------------------------------------------------------------------------------

TOTAL                           2,357   $84,920,675      $10,502,398         $92,141,672         $41,789,339
                            =================================================================================

(1) The  aggregate  cost for  Federal  Income Tax  purposes is  approximately  $
145,640,000.

                          * Mortgage   notes   payable    generally    represent
                            non-recourse   financing   of   low-income   housing
                            projects  payable  with terms of up to 40 years with
                            interest payable at rates ranging from 8.25% to 11%.
                            The  Partnership  has not  guaranteed  any of  these
                            mortgage notes payable.

</TABLE>

<PAGE>



Boston Financial Qualified Housing Tax Credits L. P. V
Schedule III - Real Estate and  Accumulated  Depreciation  of Property  Owned by
Local Limited Partnerships in which Registrant has invested at March 31, 1998

<TABLE>
<CAPTION>

                                 GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1997                  LIFE ON
                            -----------------------------------------------------------               WHICH
                                                                                                  DEPRECIATION
                                           BUILDING AND                    ACCUMULATED     DATE    IS COMPUTED       DATE
        DESCRIPTION             LAND       IMPROVEMENTS       TOTAL       DEPRECIATION    BUILT      (YEARS)       ACQUIRED
        -----------             ----       ------------       -----       ------------    -----      -------       --------
<S>                           <C>              <C>          <C>                <C>         <C>       <C>
Low and Moderate
Income Apartment Complexes
Strathern Park/Lorne Park     $5,889,320       $19,991,771  $25,881,091        $5,213,507  1991      various       07/05/90
  Los Angeles, CA
Maidens Choice                   807,791         5,428,668    6,236,459         1,584,762  1991      various       08/17/90
  Baltimore, MD
Cedar Lane                        40,000         1,387,366    1,427,366           302,494  1991      various       09/10/90
  London, KY
Silver Creek                      20,000           946,812      966,812           212,528  1990      various       08/15/90
  Berea, KY
Rosecliff                      1,120,000         7,963,747    9,083,747         2,132,914  1991      various       09/18/90
  Orlando, FL
Brookwood                        522,673         4,446,588    4,969,261           974,213  1992      various       10/01/90
  Ypsilanti Township, MI
Water Oak                         98,058         1,473,582    1,571,640           368,126  1991      various       01/01/91
  Orange City, FL
Yester Oaks                       47,105         1,576,634    1,623,739           408,270  1991      various       01/01/91
  Lafayette, GA
Ocean View                       112,620         1,607,768    1,720,388           429,002  1991      various       01/01/91
  Ferandina Beach, FL
Wheeler House                     42,000         1,004,939    1,046,939           268,015  1991      various       01/01/91
  Nashua, NH
Archer Village                    40,000           900,157      940,157           240,973  1991      various       01/01/91
  Archer, FL
Oaks of Dunlop                   631,959         6,627,669    7,259,628         1,985,033  1991      various       01/01/91
  Colonial Heights, VA
Timothy House                     11,638         6,757,330    6,768,968         1,148,952  1992      various       03/05/91
  Towson, MD
Westover Station                 305,645         4,304,102    4,609,747           868,023  1991      various       03/30/91
  Newport News, VA
Carib Villas III                 239,009         1,673,803    1,912,812           474,009  1992      various       03/21/91
  St. Croix, VI
Carib Villas II                  197,195         1,650,817    1,848,012           456,959  1991      various       03/01/91
  St. Croix, VI
Whispering Trace                 218,000         1,927,211    2,145,211           638,586  1990      various       05/01/91
  Woodstock, GA
New Center                        96,116         6,450,822    6,546,938         1,402,574  1992      various       06/27/91
  Detroit, MI
Huguenot Park                     83,000         2,088,664    2,171,664           512,659  1991      various       06/26/91
  New Paltz, NY
Hillwood Pointe                  454,185         5,115,565    5,569,750         1,327,798  1991      various       07/19/91
  Jacksonville, FL
Pinewood Pointe                  555,093         7,295,846    7,850,939         1,865,409  1991      various       07/31/91
  Jacksonville, FL

</TABLE>

<PAGE>



Boston Financial Qualified Housing Tax Credits L. P. V
Schedule III - Real Estate and  Accumulated  Depreciation  of Property  Owned by
Local Limited Partnerships in which Registrant has invested at March 31, 1998
<TABLE>
<CAPTION>


                                GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1997                  LIFE ON
                            ------------------------------------------------------------             WHICH
                                                                                                  DEPRECIATION
                                           BUILDING AND                   ACCUMULATED      DATE    IS COMPUTED      DATE
        DESCRIPTION             LAND       IMPROVEMENTS       TOTAL      DEPRECIATION      BUILT     (YEARS)      ACQUIRED
        -----------             ----       ------------       -----      ------------      -----     -------      --------
<S>                          <C>              <C>    <C>      <C>               <C>         <C>        <C>          <C>     
Low and Moderate
Income Apartment Complexes
Westgate                     $   238,920      $  2,153,469    $  2,392,389      $  505,340  1991       various      07/25/91
  Bismark, ND
Woodlake Hills                   187,588         8,913,636       9,101,224       1,857,807  1992       various      08/01/91
  Pontiac, MI
Bixel House                      190,746         2,344,940       2,535,686         776,557  1991       various      07/31/91
  Los Angeles, CA
Harmony                                0         7,138,522       7,138,522       1,854,304  1991       various      07/31/91
  North Hollywood, CA
Schumaker Place                1,023,027         4,739,996       5,763,023         940,251  1992       various      09/20/91
  Salisbury, MD
Circle Terrace                 1,104,269        15,293,967      16,398,236       2,929,726  1993       various      12/06/91
  Lansdown, MD
                            ------------------------------------------------------------

SUBTOTAL                      14,275,957       131,204,391     145,480,348      31,678,791

LESS: Combined Entity             42,000         1,004,939       1,046,939         268,015
                            ------------------------------------------------------------

TOTAL                        $14,233,957      $130,199,452 $144,433,409     $31,410,776
                            ============================================================
</TABLE>


<PAGE>



Summary of property owned and accumulated depreciation:

Property Owned December 31, 1997
--------------------------------------------------------------------------------
Balance at beginning of period                                     $145,480,438
  Additions during period:
     Less current year Wheeler House              (1,046,939)
     Other acquisitions                               125,851
     Improvements etc.                                 34,059
                                          --------------------
                                                                       (887,029)
  Deductions during period:
     Cost of real estate sold                              0
     Impairment of Assets (1)                       (160,000)
                                          --------------------
                                                                       (160,000)
                                                           ---------------------
Balance at close of period                                         $144,433,409
                                                           =====================


Property Owned December 31, 1996
--------------------------------------------------------------------------------
Balance at beginning of period                                     $145,304,421
  Additions during period:
     Other acquisitions                                13,520
     Improvements etc.                                162,497
                                          --------------------
                                                                        176,017
  Deductions during Period:
     Cost of real estate sold                               0
     Reclassification to intangible assets                  0
                                          --------------------
                                                                              0
                                                           ---------------------
Balance at close of period                                         $145,480,438
                                                           =====================


Property Owned December 31, 1995
--------------------------------------------------------------------------------
Balance at beginning of period                                     $145,215,379
  Additions during period:
     Other acquisitions                                27,195
     Improvements etc.                                131,065
                                          --------------------
                                                                        158,260
  Deductions during period:
     Cost of real estate sold                          (69,218)
     Reclassification to intangible assets                   0
                                          --------------------
                                                                        (69,218)
                                                           ---------------------
Balance at close of period                                         $145,304,421
                                                           =====================



(1) During  the year ended  December  31,  1997,  Wheeler  House  recognized  an
impairment loss on its rental property in the net amount of $160,000 as a result
of applying FASB 121,
      Accounting for the Impairment of Long Lived Assets and for Long Lived 
Assets to be Disposed of.


<PAGE>





Accumulated Depreciation December 31, 1997
---------------------------------------------------
Balance at beginning of period               26,076,146 
 Additions during period:
     Less current year Wheeler House           (268,015)
     Depreciation                             5,602,645
                                          ----------------
Balance at close of period                  $31,410,776
                                          ================








Accumulated Depreciation December 31, 1996
---------------------------------------------------
Balance at beginning of period               21,269,750 
 Additions during period:
   Depreciation                               4,806,396
                                         ----------------
Balance at close of period                  $26,076,146
                                         ================








Accumulated Depreciation December 31, 1995
---------------------------------------------------
Balance at beginning of period             16,571,920 
 Additions during period:
   Depreciation                             4,697,830
                                       ----------------
Balance at close of period                $21,269,750
                                       ================
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS V
              (A Limited Partnership)

             Annual Report on form 10-K
           For The Year Ended March 31, 1998
            Reports of Independent Auditors

<PAGE>

[Letterhead]

[LOGO]
JOHN J. LEHOTAN, C.P.A.
4385 W. Main Street
Brown City,  MI  48416

To The Partners of Woodlake Hills
Limited Partnership
Detroit, Michigan

Independent Auditor's Report

I have  audited  the  accompanying  balance  sheet  of  Woodlake  Hills  Limited
Partnership,  a Michigan  limited  partnership  as of December  31, 1997 and the
related  statements of profit and loss,  partners'  equity and cash flow for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial positions of Woodlake Hills Limited Partnership
as of December 31, 1997 and the results of its  operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.

/s/John J. Lehotan
Certified Public Accountant, C.P.A.
February 5, 1998


<PAGE>

[Letterhead]

[LOGO]
JOHN J. LEHOTAN, C.P.A.
Brown City, MI

To The Partners of Woodlake Hills
Limited Partnership
Detroit, Michigan

Independent Auditor's Report

I have  audited  the  accompanying  balance  sheet  of  Woodlake  Hills  Limited
Partnership,  a Michigan  limited  partnership  as of December  31, 1996 and the
related  statements of profit and loss,  partners'  equity and cash flow for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial positions of Woodlake Hills Limited Partnership
as of December 31, 1996 and the results of its  operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.

/s/John J. Lehotan
Certified Public Accountants
February 5, 1997

<PAGE>

[Letterhead]

[LOGO]
JOHN J. LEHOTAN, C.P.A.
4385 W. Main Street
Brown City,  MI  48416

To The Partners of Woodlake Hills
Limited Partnership
Detroit, Michigan

Independent Auditor's Report

I have audited the accompanying balance  sheet  of  Woodlake  Hills  Limited
Partnership,  a Michigan  limited  partnership  as of December  31, 1995 and the
related  statements of profit and loss,  partners'  equity and cash flow for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial positions of Woodlake Hills Limited Partnership
as of December 31, 1995 and the results of its  operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.

/s/John J. Lehotan
Certified Public Accountants
February 11, 1996

<PAGE>

[Letterhead]

[LOGO]
NANAS, STERN, BIERS, NEINSTEIN AND CO.LLP 9454 Wilshire Boulevard Beverly Hills,
California 90212-2907

Independent Auditors' Report

The Partners
Strathern Park
Los Angeles, California

We have audited the  accompanying  balance sheet of Strathern Park (a California
limited  partnership),  as of December  31, 1997 and the related  statements  of
operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Strathern Park as of December
31, 1997, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

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

/s/Nanas, Stern, Biers, Neinstein and Co., LLP
NANAS, STERN, BIERS, NEINSTEIN AND CO.
January 28, 1998

<PAGE>

[Letterhead]

[LOGO]
NANAS, STERN, BIERS, NEINSTEIN AND CO. , LLP
9454  Wilshire Boulevard
Beverly Hills, California  90212-2907

Independent Auditors' Report

The Partners
Strathern Park
Los Angeles, California

We have audited the  accompanying  balance sheet of Strathern Park (a California
limited  partnership),  as of December  31, 1996 and the related  statements  of
operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Strathern Park 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.

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

/s/Nanas, Stern, Biers, Neinstein and Co.
NANAS, STERN, BIERS, NEINSTEIN AND CO.
January 14, 1997

<PAGE>

[Letterhead]

[LOGO]
NANAS, STERN, BIERS, NEINSTEIN AND CO.
9454  Wilshire Boulevard
Beverly Hills, California  90212-2907

Independent Auditors' Report

The Partners
Strathern Park
Los Angeles, California

We have audited the  accompanying  balance sheet of Strathern Park (a California
limited  partnership),  as of December  31, 1995 and the related  statements  of
operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Strathern Park 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.

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

/s/Nanas, Stern, Biers, Neinstein and Co.
NANAS, STERN, BIERS, NEINSTEIN AND CO.
January 23, 1996

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Maiden Choice Limited Partnership


We have  audited  the  accompanying  balance  sheet  of  Maiden  Choice  Limited
Partnership  as of December 31, 1997,  and the related  statements of profit and
loss (on HUD Form No. 92410),  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 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  Maiden  Choice  Limited
Partnership as of December 31, 1997, and the results of its operations,  changes
in partners'  equity and its cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

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 33
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

 <PAGE>

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  we have also issued  reports dated January 6,
1998, on our  consideration  of Maiden  Choice  Limited  Partnership's  internal
control and on its  compliance  with  specific  requirements  applicable  to CDA
programs,  fair  housing  and  non-discrimination,   and  laws  and  regulations
applicable to the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland           Federal Employer Identification Number:
                                                          52-1088612
Audit Principal: William T. Riley, Jr.
January 6, 1998

<PAGE>

 [Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Maiden Choice Limited Partnership


We have  audited  the  accompanying  balance  sheet  of  Maiden  Choice  Limited
Partnership  as of December 31, 1996,  and the related  statements of profit and
loss (on HUD Form No. 92410),  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 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  Maiden  Choice  Limited
Partnership as of December 31, 1996, and the results of its operations,  changes
in partners'  equity and its cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

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 20 through 34
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.
 <PAGE>
In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  we have also issued  reports dated January 6,
1997, on our  consideration  of Maiden  Choice  Limited  Partnership's  internal
control structure and on its compliance with specific requirements applicable to
CDA programs,  affirmative fair housing, and laws and regulations  applicable to
the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland           Federal Employer Identification Number:
                                                   52-1088612
Audit Principal: William T. Riley
January 6, 1997

<PAGE>

[Letterhead]
[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Maiden Choice Limited Partnership


We have  audited  the  accompanying  balance  sheet  of  Maiden  Choice  Limited
Partnership  as of December 31, 1995,  and the related  statements of profit and
loss (on HUD Form No. 92410),  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 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  Maiden  Choice  Limited
Partnership as of December 31, 1995, and the results of its operations,  changes
in partners'  equity and its cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

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 20 trough 29
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  18,  1996,  on  our   consideration  of  Maiden  Choice  Limited
Partnership's  internal  control  structure and on its compliance  with specific
requirements applicable to CDA programs,  affirmative fair housing, and laws and
regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland               Federal Employer Identification Number:
                                                              52-1088612
Audit Principal: William T. Riley, Jr.
January 18, 1996

<PAGE>

[Letterhead]

[LOGO]
Miller, Mayer, Sullivan & Stevens LLP

INDEPENDENT AUDITORS' REPORT

To the Partners                                         Rural Development
Cedar Lane I, Ltd.                                  London, Kentucky


We have  audited  the  accompanying  balance  sheets of Cedar Lane I,  Ltd.,  (a
limited partnership) Case No. 20-063-621358072, as of December 31, 1997 and 1996
and the related statements of operations, changes in partners' equity (deficit),
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  the  standards  for  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 Cedar Lane I, Ltd.  as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February 2, 1998 on our  consideration  of Cedar Lane I, Lts.'s  internal
control over financial  reporting and our tests of its  compliance  with certain
provisions of laws, regulations, contracts and grants.

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


/s/Miller, Mayerm Sullivan & Stevens
Lexington, Kentucky
February 2, 1998

<PAGE>

[Letterhead]

[LOGO]
Miller, Mayer, Sullivan & Stevens LLP

INDEPENDENT AUDITORS' REPORT

To the Partners                                         Rural Development
Cedar Lane I, Ltd.                                  London, Kentucky


We have  audited  the  accompanying  balance  sheets of Cedar Lane I,  Ltd.,  (a
limited partnership) Case No. 20-063-621358072, as of December 31, 1996 and 1995
and the related statements of operations, changes in partners' equity (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 audit.

We conducted our audits in accordance with generally accepted auditing standards
and  the  standards  for  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 Cedar Lane I, Ltd.  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.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January 27, 1997 on our  consideration  of Cedar Lane I, Lts.'s  internal
control structure and compliance with laws and regulations.

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


/s/Miller, Mayerm Sullivan & Stevens
Lexington, Kentucky

January 27, 1997

<PAGE>


Letterhead]

[LOGO]
Miller, Mayer, Sullivan & Stevens LLP

INDEPENDENT AUDITORS' REPORT

To the Partners
Silver Creek II, Ltd.


We have audited the  accompanying  balance  sheets of Silver Creek II, Ltd.,  (a
limited  partnership),  as of  December  31,  1997  and  1996,  and the  related
statements of operations,  changes in partners' equity (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 audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 Silver Creek II, Ltd. as of
December 31, 1997 and 1996 and the results of its  operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

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


/s/Miller, Mayerm Sullivan & Stevens
Lexington, Kentucky
January 27, 1998

<PAGE>

[Letterhead]

[LOGO]
Miller, Mayer, Sullivan & Stevens LLP

INDEPENDENT AUDITORS' REPORT

To the Partners
Silver Creek II, Ltd.

We have audited the  accompanying  balance  sheets of Silver Creek II, Ltd.,  (a
limited  partnership),  as of  December  31,  1996  and  1995,  and the  related
statements of operations,  changes in partners' equity (deficit), and cash flows
for 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 audit.

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

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

/s/Miller, Mayerm Sullivan & Stevens
Lexington, Kentucky
January 28, 1997

<PAGE>

[Letterhead]

[LOGO]
Deloitte & Touche LLP
Suite 1800
200 South Orange Avenue
Orlando, Florida  32801

INDEPENDENT AUDITORS' REPORT

To the General Partner and Limited Partners of
Tomkins/Rosecliff, Ltd.:

We have audited the  accompanying  balance sheet of  Tomkins/Rosecliff,  Ltd. (a
Florida Limited Partnership) as of December 31, 1997, and the related statements
of operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of  Tomkins/Rosecliff,  Ltd. (a
Florida  Limited  Partnership)  as of December 31, 1997,  and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.


/s/Deloitte & Touche LLP
February 6, 1998

<PAGE>


[Letterhead]

[LOGO]
Deloitte & Touche LLP
Suite 1800
200 South Orange Avenue
Orlando, Florida  32801

INDEPENDENT AUDITORS' REPORT

To the General Partner and Limited Partners of
Tomkins/Rosecliff, Ltd.:


We have audited the  accompanying  balance sheet of  Tomkins/Rosecliff,  Ltd. (a
Florida Limited Partnership) as of December 31, 1996, and the related statements
of operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of  Tomkins/Rosecliff,  Ltd. (a
Florida  Limited  Partnership)  as of December 31, 1996,  and the results of its
operations  and its cash  flow  for the  year  then  ended  in  conformity  with
generally accepted accounting principles.


/s/Deloitte & Touche LLP
January 24, 1997

<PAGE>

[Letterhead]
[LOGO]
Deloitte & Touche LLP
Suite 1800
200 South Orange Avenue
Orlando, Florida  32801

INDEPENDENT AUDITORS' REPORT

To the General Partner and Limited Partners of
Tomkins/Rosecliff, Ltd.:

We have audited the  accompanying  balance sheet of  Tomkins/Rosecliff,  Ltd. (a
Florida Limited Partnership) as of December 31, 1995, and the related statements
of operations,  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 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 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  Tomkins/Rosecliff,  Ltd. (a
Florida  Limited  Partnership)  as of December 31, 1995,  and the results of its
operations  and its cash  flow  for the  year  then  ended  in  conformity  with
generally accepted accounting principles.


/s/Deloitte & Touche LLP
February 2, 1996

<PAGE>

[Letterhead]
[LOGO]
Follmer, Rudzewicz & Co., P.C.

January 22, 1998

INDEPENDENT AUDITORS' REPORT

To the Partners of:
Brookwood L.D.H.A. Limited Partnership
28388 Franklin Road
Southfield, Michigan 48034

We have audited the  accompanying  Balance sheet of Brookwood  L.D.H.A.  Limited
Partnership (a Michigan limited  partnership),  MSHDA  Development No. 832 as of
December 31, 1997 and the related  Statement  of Profit and Loss,  changes in in
accumulated  earnings  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,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of Brookwood  L.D.H.A.  Limited  Partnership,
MSHDA No. 832 as of December 31, 1997,  and the results of its  operations,  the
changes in its  cumulative  income and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The additional  information of Brookwood
L.D.H.A. Limited Partnership,  MSHDA No. 832 on pages 11 through 14 is presented
for the purpose of  additional  analysis and is not a required part of the basic
financial statements.  This additional  information is the responsibility of the
partnership's  management.  Such  information has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  22,  1998 on our  consideration  of the  partnership's  internal
control  structure  and a report dated January 22, 1998 on its  compliance  with
laws and regulations.

/s/Follmer, Rudzewicz & Co., P.C.
Follmer,Rudzewicz & Co. P.C.
Certified Public Accountants
Southfield, Michigan
38-1910111

<PAGE>

[Letterhead]

[LOGO]
Follmer, Rudzewicz & Co., P.C.

January 30, 1997

INDEPENDENT AUDITORS' REPORT

To the Partners
Brookwood L.D.H.A. Limited Partnership
28388 Franklin Road
Southfield, Michigan 48034


We have audited the  accompanying  Balance sheet of Brookwood  L.D.H.A.  Limited
Partnership (a Michigan limited  partnership),  MSHDA  Development No. 832 as of
December 31, 1996 and the related  Statement  of Profit and Loss,  changes in in
accumulated  earnings  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  positions of Brookwood  L.D.H.A.  Limited
Partnership,  MSHDA No. 832 as of  December  31,  1996,  and the  results of its
operations, the changes in its cumulative income and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The additional  information of Brookwood
L.D.H.A. Limited Partnership,  MSHDA No. 832 on pages 11 through 14 is presented
for the purpose of  additional  analysis and is not a required part of the basic
financial statements.  This additional  information is the responsibility of the
partnership's  management.  Such  information has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  January  30,  1997 on our  consideration  of the  partnership's  internal
control  structure  and a report dated January 30, 1997 on its  compliance  with
laws and regulations.

/s/Follmer, Rudzewicz & Co., P.C.
Follmer,Rudzewicz & Co. P.C.
Certified Public Accountants
Southfield, Michigan
38-1910111
<PAGE>

[Letterhead]
[LOGO]
Follmer, Rudzewicz & Co., P.C.

January 24, 1996

INDEPENDENT AUDITOR'S REPORT

To the Partners
Brookswood L.D.H.A. Limited Partnership
28388 Franklin Road
Southfield, Michigan 48034


We have audited the accompanying  balance sheet of Brookswood  L.D.H.A.  Limited
Partnership (a Michigan Limited  Partnership),  MSHDA Development No. 832, as of
December  31, 1995,  and the related  statements  of profit and loss,  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 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 positions of Brookswood  L.D.H.A.  Limited
Partnership  at December  31, 1995 and the  results of its  operations  and cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental data on pages 11 through
13 are 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.

/s/Follmer, Rudzewicz & Co., P.C.
Follmer,Rudzewicz & Co. P.C.
Certified Public Accountants
Southfield, Michigan
38-1910111


<PAGE>

[Letterhead]
              BILLIE J. BURNETT,CPA
              5 Benton Drive
              Nashua, NH 03060
              (603) 883-4230

To The Partners
Burbank Limited Partnership I

      I  have  audited  the  accompanying  balance  sheets  of  Burbank  Limited
Partnership  I as of December 31, 1997 and 1996,  and the related  statements of
income,  partners' equity and cash flows for the years then ended. The financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

       I conducted  my audit in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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.
I believe that my audits, provide a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all material respects,  the financial position of Burbank Limited Partnership
I as of December 31, 1997 and 1996,  and the results of its  operations  and its
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.

/s/Billie J. Burnett
Billie J. Burnett

January 12, 1998


<PAGE>

[Letterhead]
              BILLIE J. BURNETT,CPA
              5 Benton Drive
              Nashua, NH 03060
              (603) 883-4230

To The Partners
Burbank Limited Partnership I

      I  have  audited  the  accompanying  balance  sheets  of  Burbank  Limited
Partnership  I as of December 31, 1996 and 1995,  and the related  statements of
income,  partners' equity and cash flows for the years then ended. The financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

       I conducted  my audit in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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.
I believe that my audits, provide a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all material respects,  the financial position of Burbank Limited Partnership
I 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.

/s/Billie J. Burnett
Billie J. Burnett
January 8, 1997


<PAGE>

[Letterhead]

[LOGO]
Wall Einchorn & Chernitzer., P.C.
Certified Public Accountants
First Virginia Bank Towers
555 Main Street
Suite 1500
Post Office Box 3610
Norfolk, Virginia 23514
Alvin A. Wall, CPA                           Telephone (757)625-4700
Martin A. Einhorn, CPA                    Telephone (757)625-0527
Jeffrey S. Chernitzer, CPA

          INDEPENDENT AUDITORS' REPORT

To the Partners           Virginia Housing Development Authority
The Oaks of Dunlop Farms, L. P.                  601 South Belvidere Street
(A Limited Partnership)                                 Richmond, Virginia 23220
Norfolk, Virginia


We have audited the  accompanying  balance  sheets of The Oaks of Dunlop  Farms,
L.P. (A Limited Partnership),  VHDA Project Number 90-0300-C, as of December 31,
1997 and 1996, and the related  statements of operations , partners' equity, and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the projects  management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the 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 VHDA Project Number 90-0300-C
as of December 31, 1997 and 1996, and the results of its operations,  changes in
partners'  equity,  and cash flows for the years then ended in  conformity  with
generally accepted accounting principles.

  The  accompanying  supplementary  information  (shown  on  pages  10 to 17) 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 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/Wall, Einhorn & Chernitzer, P.C.
Norfolk, Virginia
January 25, 1998

<PAGE>

[Letterhead]

[LOGO]
Wall Einchorn & Chernitzer., P.C.
Certified Public Accountants
First Virginia Bank Towers
555 Main Street
Suite 1500
Post Office Box 3610
Norfolk, Virginia 23514
Alvin A. Wall, CPA                           Telephone (757)625-4700
Martin A. Einhorn, CPA                    Telephone (757)625-0527
Jeffrey S. Chernitzer, CPA

          INDEPENDENT AUDITORS' REPORT

To the Partners                           Virginia Housing Development Authority
The Oaks of Dunlop Farms, L. P.                       601 South Belvidere Street
(A Limited Partnership)                                 Richmond, Virginia 23220
Norfolk, Virginia


We have audited the  accompanying  balance  sheets of The Oaks of Dunlop  Farms,
L.P. (A. Limited Partnership), VHDA Project Number 90-0300-C, as of December 31,
1996 and 1995, and the related  statements of operations , partners' equity, 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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of VHDA Project Number 90-0300-C
as of December 31, 1996 and 1995, and the results of its operations,  changes in
partners'  equity,  and cash flows for the years then ended in  conformity  with
generally accepted accounting principles.

  The  accompanying  supplementary  information  (shown  on  pages  9 to  12) is
presented for the purposes of additional  analysis and is not a required part of
the basic  financial  statements.  Such  information  has been  subjected to the
auditing  procedures applied in the audit of the basic financial  statements and
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

/s/Wall, Einhorn & Chernitzer, P.C.
Norfolk, Virginia
January 22, 1997

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Timothy House Limited Partnership

We have  audited  the  accompanying  balance  sheet  of  Timothy  House  Limited
Partnership  as of December  31, 1997 and the related  statements  of profit and
loss (on HUD Form No. 92410),  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 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  Timothy  House  Limited
Partnership as of December 31, 1997, and the results of its operations,  changes
in partners'  equity and its cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

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 33
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

<PAGE>

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  we have also issued reports dated January 10,
1998,  on our  consideration  of Timothy House  Limited  Partnership's  internal
control  structure and on its  compliance  with  requirements  applicable to CDA
programs,  fair housing,  and laws and  regulations  applicable to the financial
statements.

 /s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 10, 1998                         Identification Number:
                                                     52-1088612
Audit Principal:  William T. Riley, Jr.

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Timothy House Limited Partnership

We have  audited  the  accompanying  balance  sheet  of  Timothy  House  Limited
Partnership  as of December 31, 1996,  and the related  statements of profit and
loss (on HUD Form No. 92410),  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 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  Timothy  House  Limited
Partnership as of December 31, 1996, and the results of its operations,  changes
in partners'  equity and its cash flows for the year then ended,  in  conformity
with generally accepted accounting principles.

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 20 through 34
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

<PAGE>

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs,  we have also issued reports dated January 14,
1997,  on our  consideration  of Timothy House  Limited  Partnership's  internal
control structure and on its compliance with specific requirements applicable to
CDA programs,  affirmative fair housing, and laws and regulations  applicable to
the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 14, 1997                         Identification Number:
                                                     52-1088612
Audit Principal:  William T. Riley, Jr.

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Timothy House Limited Partnership


We have  audited  the  accompanying  balance  sheet  of  Timothy  House  Limited
Partnership  as of December  31, 1995 and the related  statements  of profit and
loss (on HUD Form No. 92410),  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 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  positions  of  Timothy  House  Limited
Partnership as of December 31, 1995 and the results of its  operations,  changes
in partners' equity and its cash flow for the year then ended in conformity with
generally accepted accounting principles.

<PAGE>

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 20 through 28
is presented for the purposes of additional  analysis and is not a required part
of the basic financial  statements.  Such  information,  except for that portion
marked  "unaudited,"  on which we express no opinion,  has been subjected to the
auditing procedures applied in the audit of the basic financial statements, and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January  16,  1996,  on  our   consideration  of  Timothy  House  Limited
Partnership's  internal  control  structure and on its compliance  with specific
requirements applicable to CDA programs,  affirmative fair housing, and laws and
regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 16, 1996                         Identification Number:
                                                     52-1088612
Audit Principal:  William T. Riley, Jr.

<PAGE>

[Letterhead]

Wilfore & Wynn
A Professional Corporation
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

The Partners
Westover Station Associates, L.P.
(A Limited Partnership)
Newport News, Virginia

We have audited the accompanying  balance sheets of Westover Station Associates,
L.P.,  VHDA Project Number  90,0303-C,  as of December 31, 1997 and 1996 and the
related statements of operations,  partners' capital 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 audits in accordance with generally accepted auditing standards
and the  Virginia  Housing  Development  Authority's  Mortgagor/Grantee's  Audit
Guide.
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 Westover Station  Associates,
L.P. at December 31, 1997 and 1996,  and the results of its  operations  and its
cash flows for the years then  ended,  in  conformity  with  generally  accepted
accounting principles.

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

/s/Wilfore & Wynn
Wilfore & Wynn
Virginia Beach, Virginia
February 5, 1998

4530 Professional Circle  Virginia Beach, Virginia 23455-6498
Telephone (804)456-0111 Fax (804)473-1095

<PAGE>

[Letterhead]

Wilfore & Wynn
A Professional Corporation
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

The Partners
Westover Station Associates, L.P.
(A Limited Partnership)
Newport News, Virginia

We have audited the accompanying  balance sheets of Westover Station Associates,
L.P. as of December 31, 1996 and 1995 and the related  statements of operations,
partners'  capital  and cash  flows for the year  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Westover Station  Associates,
L.P. at 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>

The supplemental  schedules and supporting data required by VHDA are prepared in
accordance  with VHDA  requirements  and have  been  tested by us as part of our
auditing  procedures  followed in the  examinantion of the financial  statements
mentioned  above and, in our  opinion,  they are fairly  stated in all  material
respects in relation to the financial statements taken as a whole.


/s/Wilfore & Wynn
Wilfore & Wynn
Virginia Beach, Virginia
February 10, 1997        (2)
4530 Professional Circle  Virginia Beach, Virginia 23455-6498
Telephone (804)456-0111 Fax (804)473-1095

<PAGE>

[Letterhead]

Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (810) 356-3880
                Facsimile: (810) 356-3885

Independent Auditors' Report
Partners              January 19, 1998

Christiansted Limited Dividend Housing
     Association Limited Partnership


We have audited the accompanying balance sheet of Christiansted Limited Dividend
Housing  Association  Limited  Partnership as of December 31, 1997 and 1996, and
the related  statements of operations,  partners'  equity 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits 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 Christiansted Limited Dividend
Housing  Association  Limited  Partnership as of December 31, 1997 and 1996, and
the  results  of its  operations  and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/Kirshner Huton Perlin, P.C.


<PAGE>

[Letterhead]

Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (810) 356-3880
                Facsimile: (810) 356-3885

Independent Auditors' Report

Partners              January 22, 1997
Christiansted Limited Dividend Housing
     Association Limited Partnership


We have audited the accompanying balance sheet of Christiansted Limited Dividend
Housing  Association  Limited  Partnership as of December 31, 1996 and 1995, and
the related  statements of operations,  partners'  equity 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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Christiansted Limited Dividend
Housing  Association  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.

/s/Kirshner Huton Perlin, P.C.

<PAGE>

Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (810) 356-3880
                Facsimile: (810) 356-3885

Independent Auditors' Report
Partners              January 17, 1998

St. Croix II. Limited Partnership

We have  audited  the  accompanying  balance  sheet  of St.  Croix  II,  Limited
Partnership  as of December  31, 1997 and 1996,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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  St.  Croix  II,  Limited
Partnership  as of December 31, 1997 and 1996, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Kirshner Huton Perlin, P.C.

<PAGE>

 [Letterhead]

Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (810) 356-3880
                Facsimile: (810) 356-3885

Independent Auditors' Report
Partners              January 22, 1997

St. Croix II. Limited Partnership

We have  audited  the  accompanying  balance  sheet  of St.  Croix  II,  Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
operations,  partners'  equity 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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  St.  Croix  II,  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.

/s/Kirshner Huton Perlin, P.C.

<PAGE>

[Letterhead]

[LOGO]
KPMG Peat Marwick LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Kensignton Place Townhomes,
A Limited Partnership:

We have audited the accompanying balance sheets of Kensignton Place Townhomes, A
Limited Partnership as of December 31, 1997 and 1996, and the related statements
of loss,  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  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
misstatements. 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 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 Kensignton Place Townhomes,  A
Limited  Partnership  as of December  31, 1997 and 1996,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP
February 16, 1998

<PAGE>

 [Letterhead]

[LOGO]
KPMG Peat Marwick LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Kensignton Place Townhomes,
A Limited Partnership:


We have audited the accompanying balance sheets of Kensignton Place Townhomes, A
Limited Partnership as of December 31, 1996 and 1995, and the related statements
of loss,  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  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
misstatements. 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 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 Kensignton Place Townhomes,  A
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.

/s/ KPMG Peat Marwick LLP
February 5, 1997

<PAGE>

[Letterhead]

[LOGO]
KPMG Peat Marwick LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Cobblestone Place Townhomes,
A Limited Partnership:


We have audited the accompanying  balance sheets of Cobblestone Place Townhomes,
A  Limited  Partnership  as of  December  31,  1997 and  1996,  and the  related
statements of loss,  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  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
misstatements. 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 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 Cobblestone Place Townhomes, A
Limited  Partnership  as of December  31, 1997 and 1996,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP
February 16, 1998

<PAGE>

[Letterhead]

[LOGO]
KPMG Peat Marwick LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Cobblestone Place Townhomes,
A Limited Partnership:


We have audited the accompanying  balance sheets of Cobblestone Place Townhomes,
A  Limited  Partnership  as of  December  31,  1996 and  1995,  and the  related
statements of loss,  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  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
misstatements. 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 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 Cobblestone Place Townhomes, A
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.

/s/ KPMG Peat Marwick LLP
January 20, 1997

<PAGE>

[Letterhead]

[LOGO]
KPMG Peat Marwick LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Whispering Trace Apartments,
A Limited Partnership:


We have audited the accompanying  balance sheets of Whispering Trace Apartments,
A  Limited  Partnership  as of  December  31,  1997 and  1996,  and the  related
statements of loss,  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  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
misstatements. 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 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 Whispering Trace Apartments,  A
Limited  Partnership  as of December  31, 1997 and 1996,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP
February 16, 1998

<PAGE>

 [Letterhead]

[LOGO]
KPMG Peat Marwick LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Whispering Trace Apartments,
A Limited Partnership:


We have audited the accompanying  balance sheets of Whispering Trace Apartments,
A  Limited  Partnership  as of  December  31,  1996 and  1995,  and the  related
statements of loss,  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  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
misstatements. 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 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 Whispering Trace Apartments,  A
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.

/s/ KPMG Peat Marwick LLP
February 10, 1997

<PAGE>

[letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Huguenot Park Associates, L.P.

We have audited the accompanying balance sheet of Huguenot Park Associates, L.P.
as of December  31, 1997 and 1996,  and the related  statements  of  operations,
partners'  capital  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.
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 Huguenot Park Associates,  L.P.
as of December 31, 1997 and 1996, and the results of its operations, the changes
in partners'  capital and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 20, 1998

<PAGE>

[letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Huguenot Park Associates, L.P.

We have audited the accompanying balance sheet of Huguenot Park Associates, L.P.
as of December 31, 1996,  and the related  statements of  operations,  partners'
capital 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.
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 Huguenot Park Associates,  L.P.
as of  December  31,  1996,  and the results of its  operations,  the changes in
partners'  capital and cash flows for the year then ended,  in  conformity  with
generally accepted accounting principles.

/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 18, 1997

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Huguenot Park Associates, L.P.


We have audited the accompanying  balance sheet of Huguenot Park Associates L.P.
as of December  31, 1995 and the related  statements  of  operations,  partners'
capital 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.
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 positions of Huguenot Park Associates, L.P.
as of December 31, 1995 and the results of its operations,  changes in partners'
equity and its cash flow for the year then ended in  conformity  with  generally
accepted accounting principles.

/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 22, 1996

<PAGE>

[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.

INDEPENDENT AUDITOR'S REPORT

The Partners
Westgate Apartments Limited Partnesrhip
Wahpeton, North Dakota

We have audited the accompanying  balance sheets of Westagate Apartments Limited
Partnership  as of December  31, 1997 and 1996,  and the related  statements  of
operations,  partners'  equity,  and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 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 Westgate  Apartments Limited
Partnership as of December 31, 1997 and 1996, and the results of its operations,
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 21, 1998

<PAGE>

[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.

INDEPENDENT AUDITOR'S REPORT

The Partners
Westgate Apartments Limited Partnesrhip
Wahpeton, North Dakota

We have audited the accompanying  balance sheets of Westagate Apartments Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
operations,  partners'  equity,  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Westgate  Apartments 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.

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997

<PAGE>

[Letterhead]

[LOGO]
Charles Bailly & Company P.L.L.P.

INDEPENDENT AUDITORS REPORT

The Partners
Westgate Apartments Limited Partnesrhip
Wahpeton, North Dakota

We have audited the accompanying  balance sheets of Westagate Apartments Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
operations,  partners'  equity,  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  positions of Westgate  Apartments Limited
Partnership as of December 31, 1995 and 1994 and the results of its  operations,
changes  in  partners'  equity  and its cash  flow for the  year  then  ended in
conformity with generally accepted accounting principles.

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 22, 1996

<PAGE>

[Letterhead]

              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 900731                     Richard Suarez
              Telephone (310) 832-7887
                 Fax (310) 832-6563

     Independent Auditor's Report

To The Partners of
Bixel House
Los Angeles, California

      I have  audited  the  accompanying  balance  sheet  of  Bixel  House as of
December  31,  1997,  and the  related  statements  of  operations,  changes  in
partners'  capital,  and cash  flows for the year then  ended.  These  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

       In my opinion, the financial statements referred to above present fairly,
in all material respects,  the financial position of Bixel House at December 31,
1997,  and the results of its operations and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

/s/Suarez Accountancy Corporation
San Pedro, California
January 15, 1998

<PAGE>

[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 900731                     Richard Suarez
              Telephone (310) 832-7887
                 Fax (310) 832-6563

     Independent Auditor's Report

To The Partners of
Bixel House
Los Angeles, California

      I have  audited  the  accompanying  balance  sheet  of  Bixel  House as of
December  31,  1996,  and the  related  statements  of  operations,  changes  in
partners'  capital,  and cash  flows  for the year  then  ended.  The  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

       I conducted my audit in accordance  auditing  standards.  Those standards
require that I plan and perform the audit to obtain  reasonable  assurance about
whether the financial  statements are free of material  misstatements.  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.  I believe that my
audits provide a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all material respects,  the financial position of Bixel House at December 31,
1996, and the results of its operations and cash flows for the years then ended,
in conformity with generally accepted accounting principles.

/s/Suarez Accountancy Corporation
Certified Public Accountant
San Pedro, California
February 14, 1997

<PAGE>

[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 900731                     Richard Suarez
              Telephone (310) 832-7887
                 Fax (310) 832-6563

     Independent Auditor's Report

To The Partners of
Bixel House
Los Angeles, California

      I have  audited  the  accompanying  balance  sheet  of  Bixel  House as of
December  31,  1995,  and the  related  statements  of  operations,  changes  in
partners,  capital,  and cash  flows for the years  then  ended.  The  financial
statements  are  the   responsibility  of  the  Partnership's   management.   My
responsibility  is to express an opinion on these financial  statements based on
my audit.

       I conducted my audit in accordance  auditing  standards.  Those standards
require that I plan and perform the audit to obtain  reasonable  assurance about
whether the financial  statements are free of material  misstatements.  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.  I believe that my
audits, provide a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial position of Bixel House as of December
31,  1995,  and the results of its  operations  and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

/s/Suarez Accountancy Corporation
Certified Public Accountant
San Pedro, California
February 9, 1996

<PAGE>

[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 900731                     Richard Suarez
              Telephone (310) 832-7887
                 Fax (310) 832-6563

     Independent Auditor's Report

To The Partners of
Harmony Apartments
Los Angeles, California

      I have audited the accompanying  balance sheet of Harmony Apartments as of
December  31,  1997,  and the  related  statements  of  operations,  changes  in
partners'  capital,  and cash flows for the year ended December 31, 1997.  These
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

       In my opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position of Harmony  Apartments  at
December 31, 1997, and the results of its operations and cash flows for the year
ended  December  31,  1997 in  conformity  with  generally  accepted  accounting
principles.

/s/Suarez Accountancy Corporation
San Pedro, California
February 11, 1998

<PAGE>

[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 900731                     Richard Suarez
              Telephone (310) 832-7887
                 Fax (310) 832-6563

     Independent Auditor's Report

To The Partners of
Harmony Apartments
Los Angeles, California

      I have audited the accompanying  balance sheet of Harmony Apartments as of
December  31,  1996,  and the  related  statements  of  operations,  changes  in
partners'  capital,  and cash flows for the year ended  December 31,  1996.  The
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

       I conducted my audit in accordance  auditing  standards.  Those standards
require that I plan and perform the audit to obtain  reasonable  assurance about
whether the financial  statements are free of material  misstatements.  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.  I believe that my
audits provide a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position of Harmony  Apartments  at
December 31, 1996, and the results of its operations and cash flows for the year
ended  December  31,  1996 in  conformity  with  generally  accepted  accounting
principles.

/s/Suarez Accountancy Corporation
Certified Public Accountant
San Pedro, California
February 14, 1997

<PAGE>

[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 900731                     Richard Suarez
              Telephone (310) 832-7887
                 Fax (310) 832-6563

     Independent Auditor's Report

To The Partners of
Harmony Apartments
Los Angeles, California

      I have audited the accompanying  balance sheet of Harmony Apartments as of
December  31,  1995,  and the  related  statements  of  operations,  changes  in
partners,  capital,  and cash flows for the year ended  December 31,  1995.  The
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

       I conducted my audit in accordance  auditing  standards.  Those standards
require that I plan and perform the audit to obtain  reasonable  assurance about
whether the financial  statements are free of material  misstatements.  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.  I believe that my
audits, provide a reasonable basis for my opinion.

       In my opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial  position of Harmony  Apartments as of
December 31, 1995,  and the results of its operations and its cash flows for the
year ended December 31, 1995 in conformity  with generally  accepted  accounting
principles.

/s/Suarez Accountancy Corporation
Certified Public Accountant
San Pedro, California
February 13, 1996

<PAGE>

[Letterhead]

[LOGO]
Halbert, Katz & Co., P.C.
121 South Broad Street
Philadelphia, Pennsylvania  19107

INDEPENDENT AUDITORS' REPORT

To the Partners
Schumaker Place Associates, L.P.
Wilmington, Delaware

We have audited the accompanying  balance sheets of Schumaker Place  Associates,
L.P., as of December 31, 1997 and December 31, 1996, and the related  statements
of loss,  partners'  capital  (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  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. 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 Schumaker Place  Associates,
L.P.,  as of December 31, 1997 and  December  31,  1996,  and the results of its
operations, changes in partners' capital (capital deficiency) and its cash flows
for the years then ended,  in  conformity  with  generally  accepted  accounting
principles.

Our audit  were  conducted  for the  purpose  of forming an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on page 12) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Schumaker  Place  Associates,  L.P. 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/Halbert Katz &Co
January 30, 1998

<PAGE>

[Letterhead]

[LOGO]
Halbert, Katz & Co., P.C.
121 South Broad Street
Philadelphia, Pennsylvania  19107

INDEPENDENT AUDITORS' REPORT

To the Partners
Schumaker Place Associates, L.P.
Wilmington, Delaware

We have audited the accompanying  balance sheets of Schumaker Place  Associates,
L.P., as of December 31, 1996 and December 31, 1995, and the related  statements
of loss,  partners'  capital  (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 audit.

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 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  positions of Schumaker Place Associates,
L.P.,  as of December 31, 1996 and  December  31,  1995,  and the results of its
operations, changes in partners' capital (capital deficiency) and its cash flows
for the years then ended,  in  conformity  with  generally  accepted  accounting
principles.

Our audit  were  conducted  for the  purpose  of forming an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on page 11) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Schumaker  Place  Associates,  L.P. 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/Halbert Katz &Co
January 30, 1997

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Circle Terrace Associates
 Limited Partnership

We have audited the  accompanying  balance  sheet of Circle  Terrace  Associates
Limited  Partnership  as of December 31,  1997,  and the related  statements  of
profit and loss (on HUD Form No. 92410), 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 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 Circle  TerraceAssociates
Limited  Partnership as of December 31, 1997, and the results of its operations,
the  changes in  partners'  equity and cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

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 25 through 37
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

<PAGE>

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 21,
1998, on our consideration of Circle Terrace  Associates  Limited  Partnership's
internal control and on its compliance with specific requirements  applicable to
Major HUD and CDA programs,  fair housing and  non-discrimination,  and laws and
regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 21, 1998                         Identification Number:
                                                     52-1088612
Audit Principal:  Lester A. Kanis

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Circle Terrace Associates
 Limited Partnership

We have audited the  accompanying  balance  sheet of Circle  Terrace  Associates
Limited  Partnership  as of December 31,  1996,  and the related  statements  of
profit and loss (on HUD Form No. 92410), 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 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 Circle  TerraceAssociates
Limited  Partnership as of December 31, 1996, and the results of its operations,
the  changes in  partners'  equity and cash  flows for the year then  ended,  in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental  information on pages 26 trough 40
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

<PAGE>

In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 18,
1997, on our consideration of Circle Terrace  Associates  Limited  Partnership's
internal  control  structure and on its  compliance  with specific  requirements
applicable to Major HUD and CDA programs, affirmative fair housing, and laws and
regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 14, 1997                         Identification Number:
                                                     52-1088612
Audit Principal:  Lester A. Kanis


<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Circle Terrace Associates
 Limited Partnership

We have audited the  accompanying  balance  sheet of Circle  Terrace  Associates
Limited Partnership as of December 31, 1995 and the related statements of profit
and loss (on HUD Form No. 92410),  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 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  positions  of Circle  TerraceAssociates
Limited  Partnership as of December 31, 1995 and the results of its  operations,
the  changes  in  partners'  equity and its cash flow for the year then ended in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental  information on pages 26 trough 32
is presented for purposes of  additional  analysis and is not a required part of
the basic financial statements. Such information, except for that portion marked
"unaudited," on which we express no opinion,  has been subjected to the auditing
procedures applied in the audit of the basic financial  statements,  and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.

<PAGE>
In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 29,
1996,  on our  consideration  of Timothy House  Limited  Partnership's  internal
control structure and on its compliance with specific requirements applicable to
CDA programs,  affirmative fair housing, and laws and regulations  applicable to
the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 29, 1996                         Identification Number:
                                                     52-1088612
Audit Principal:  Lester A. Kanis

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Water Oaks Apartments, Ltd.

We have audited the accompanying balance sheets of Water Oaks Apartments,  L.P.,
RHS Project No. 09-64-581801555 as of December 31, 1997 and 1996 and the related
statements of  operations,  partners'  deficit and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with 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 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 Water Oaks Apartments,  L.P.,
RECD  Project  No.  09-64-581801555  as of December  31, 1997 and 1996,  and the
results of its  operations,  changes in partners'  equity and its cash flows for
the  years  then  ended  in  conformity  with  generally   accepted   accounting
principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 15
through 22 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.

In accordance  with  Government  Auditing  Standards we have also issued reports
dated  January 9, 1998,  on our  consideration  of Water Oak  Apartments  L.P.'s
internal  control and on its compliance with laws and regulations  applicable to
the financial statements.

 /s/Reznick Fedder & Silverman
Atalnta, Georgia
January 9, 1998


<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Water Oaks Apartments, Ltd.

We have  audited  the  accompanying  balance  sheet  of Water  Oaks  Apartments,
Ltd.,RECD  Project No.  09-64-581801555  as of December 31, 1995 and the related
statements  of  operations,  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. The financial statements of Water Oaks Apartments
, Ltd. for the year ended December 31, 1994 were audited by other auditors whose
report  dated  February  1,  1996,  expressed  an  unqualified  opinion on those
statements.

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 positions of Water Oaks Apartments,  Ltd.,
RECD Project No.  09-64-581801555 as of December 31, 1995 and the results of its
operations,  changes in  partners'  deficit  and its cash flow for the year then
ended in conformity with generally accepted accounting principles.

<PAGE>

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 16 trough 18
is presented for the purposes of additional  analysis and is not a required part
of the basic financial  statements.  Such  information,  except for that portion
marked  "unaudited,"  on which we express no opinion,  has been subjected to the
auditing procedures applied in the audit of the basic financial statements, and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

In accordance  with  Government  Auditing  Standards we have also issued reports
dated  February 1, 1996, on our  consideration  of Water Oak  Apartments  L.P.'s
internal control structure and a report dated February 1, 1996 on its compliance
with laws and regulations.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
February 1, 1996

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Archer Village, Ltd.

We have audited the  accompanying  balance sheets of Archer  Village,  Ltd., RHS
Project No.:  09-001-267869575 as of December 31, 1997 and 1996, and the related
statements  of  operations,  partners'  equity and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States.  Those  standards  require that we plan and perform the 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 Archer  Village,  Ltd.,  RHS
Project No.:  09-001-267869575 as of December 31, 1997 and 1996, and the results
of its operations,  changes in partners' equity and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 16
through 22 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  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

In accordance  with  Government  Auditing  Standards we have also issued reports
dated January 9, 1998, on our  consideration of Archer Village,  Ltd.'s internal
control structure and its compliance with laws and regulations applicable to the
financial statements.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 9, 1998

<PAGE>

 [Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Archer Village, Ltd.

We have audited the  accompanying  balance sheets of Archer  Village,  Ltd., RHS
Project No.:  09-001-267869575 as of December 31, 1996 and 1995, and the related
statements  of  operations,  partners'  equity and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States.  Those  standards  require that we plan and perform the 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  positions of Archer  Village,  Ltd., RHS
Project No.:  09-001-267869575 as of December 31, 1996 and 1995, and the results
of its operations,  changes in partners' equity and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 16
through 18 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  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

In accordance  with  Government  Auditing  Standards we have also issued reports
dated January 24, 1997, on our consideration of Archer Village,  Ltd.'s internal
control structure and on its compliance with laws and regulations.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 24, 1997

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Ocean View Apartments, L.P.

We have  audited  the  accompanying  balance  sheets of Ocean  View  Apartments,
L.P.,RHS Project No.: 09-45-581801553, as of December 31, 1997 and 1996, and the
related statements of operations,  partners' equity and cash flows for the years
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United States.  Those  standards  require that we plan and perform the 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 Ocean View Apartments,  L.P.,
RHS Project  No.:  09-45-581801553,  as of December  31, 1997 and 1996,  and the
results of its  operations,  the changes in partners'  equity and cash flows for
the  years  then  ended,  in  conformity  with  generally  accepted   accounting
principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 15
through 20 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.

In accordance  with  Government  Auditing  Standards we have also issued reports
dated  January 9, 1998 on our  consideration  of Ocean View  Apartments,  L.P.'s
internal  control  structure  and on its  compliance  with laws and  regulations
applicable to the financial statements.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 9, 1998

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Ocean View Apartments, L.P.

We have  audited  the  accompanying  balance  sheets of Ocean  View  Apartments,
L.P.,RHS Project No.: 09-45-581801553, as of December 31, 1996 and 1995, and the
related statements of operations,  partners' equity and cash flows for the years
then  ended.   These  financial   statements  are  the   responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United States.  Those  standards  require that we plan and perform the 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 Ocean View Apartments,  L.P.,
RHS Project  No.:  09-45-581801553,  as of December  31, 1996 and 1995,  and the
results of its  operations,  changes in partners'  equity and its cash flows for
the  years  then  ended,  in  conformity  with  generally  accepted   accounting
principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 16
through 19 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.

In accordance  with  Government  Auditing  Standards we have also issued reports
dated January 24, 1997 on our  consideration  of Ocean View  Apartments,  L.P.'s
internal control structure and on its compliance with laws and regulations.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 24, 1997

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Yester Oaks, L.P.

We have audited the accompanying balance sheets of Yester Oaks, L.P.,RHS Project
No.:  11-046-0581814319,  as of  December  31,  1997 and 1996,  and the  related
statements  of  operations,  partners'  equity and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United States.  Those  standards  require that we plan and perform the 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 Yester Oaks, L.P., RHS Project
No.:  11-046-0581814319 as of December 31, 1997 and 1996, and the results of its
operations,  changes in  partners'  equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole.  The  supplemental  information on pages
____ through ____ 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  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated  January 9, 1998,  on our  consideration  of Yester Oaks  L.P.'s  internal
control  and on its  compliance  with  laws and  regulations  applicable  to the
financial statements.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 9, 1998

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS' REPORT

To the Partners
Yester Oaks, L.P.

We have audited the accompanying balance sheets of Yester Oaks, L.P.,RHS Project
No.:  11-046-0581814319,  as of  December  31,  1996 and 1995,  and the  related
statements  of  operations,  partners'  equity and cash flows for the years then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United States.  Those  standards  require that we plan and perform the 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 Yester Oaks, L.P., RECD Project
No.:  11-046-0581814319 as of December 31, 1996 and 1995, and the results of its
operations,  changes in  partners'  equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  information on pages 15
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  audits  of the  basic
financial  statements  and, in our  opinion,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 24, 1997, on our  consideration  of Ocean View  Apartments  L.P.'s
internal control structure and on its compliance with laws and regulations.

/s/Reznick Fedder & Silverman

Atlanta, Georgia
January 24, 1997



<PAGE>

[letterhead]

Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

To the Partners
HISTORIC NEW CENTER APARTMENTS LIMITED PARTNERSHIP
Detroit, Michigan

We have audited the accompanying balance sheet of HISTORIC NEW CENTER APARTMENTS
LIMITED  PARTNERSHIP  as of December 31,  1996,  and the related  statements  of
profit and loss, changes in partners' equity and statement of 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.
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 HISTORIC NEW CENTER  APARTMENTS
LIMITED  PARTNERSHIP  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.


/s/Haran & Associates Ltd.
Certified Public Accountants
Wilmette, Illnois
Illnois Certificate No. 060-3097692
January 29, 1997

<PAGE>

[letterhead]

Haran & Associates Ltd.

INDEPENDENT AUDITORS REPORT

To the Partners
Historic New Center Apartments Limited Partnership
Detroit, Michigan

We have audited the accompanying statement of assets,  liabilities and partners'
equity -income tax basis of Historic New Center Apartments  Limited  Partnership
(a limited  partnership) as of December 31, 1995, and the related  statements of
profit and loss- income tax basis, changes in partners' equity -income tax basis
and  statement  of cash flows-  income tax basis 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.
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.

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally acepted accounting principles.

In our opinion, the financial statements referred to above present fairly in all
material respects, the assets,  liabilities and partners' equity of Historic New
Center  Apartments  Limited  Partnership  as  of  December  31,  1994,  and  its
statements of income (loss),  changes in partners' equity and its cash flows for
the year then ended,  on the basis of  accounting  described in the notes to the
financial statements.


/s/Haran & Associates Ltd.
January 20, 1995

<PAGE>


                                STRATHERN PARK       
                               DECEMBER 31, 1997























<PAGE>



Nanas, Stern, Biers, Neinstein & Co. LLP
Certified Public Accountants
9454 Wilshire Boulevard
Beverly Hills, California 90212-2901
Tel (310) 273-2501
Fax (310) 859-0374







                            INDEPENDENT AUDITORS' REPORT


The Partners
Strathern Park
Los Angeles, California



We have audited the  accompanying  balance sheet of Strathern Park (a California
limited  partnership),  as of December  31, 1997 and the related  statements  of
operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Strathern Park as of December
31, 1997, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

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

/s/Nanaa, Stern, Biers, Neinstein and Co. LLP
Nanas, Stern, Biers, Neinstein and Co. LLP
January 28, 1998

<PAGE>



                                                  STRATHERN PARK
                                                   BALANCE SHEET
                                                 DECEMBER 31, 1997
<TABLE>
<CAPTION>



ASSETS
     <S>                                                                         <C>           <C>    

     Cash and cash equivalents (Note 5)                                                        $             75,050
     Receivables                                                                                             28,003
     Reserve for replacements  (Note 5)                                                                     138,827
     Tenant security deposits  (Note 5)                                                                     120,342

     Rental property - at cost (Note 2)
                 Land                                                            $   5,889,320
                 Buildings                                                          19,042,548
                 Equipment and furnishings                                             949,223
                                                                                 --------------
                                                                                    25,881,091
                 Less:  accumulated depreciation                                   (5,213,507)           20,667,584
                                                                                 --------------

     Other assets
                 Syndication fee  (Net of accumulated amortization
                      of $112,219)                                                                          606,448
                                                                                                  ------------------

                 TOTAL ASSETS                                                                  $         21,636,254
                                                                                                  ==================



LIABILITIES

     Accounts payable and accrued expenses                                                     $             72,821
     Security deposits                                                                                      106,609
     Accrued interest payable  (Note 2)                                                                   3,940,215
     Long term debt  (Notes 2 and 5)                                                                     17,482,959
                                                                                                  ------------------

                 TOTAL LIABILITIES                                                                       21,602,604

DEFERRED INCOME                                                                                              20,604

PARTNERS' EQUITY  (Note 3)                                                                                   13,046
                                                                                                  ------------------

                 TOTAL LIABILITIES AND PARTNERS' EQUITY                                        $         21,636,254
                                                                                                  ==================
</TABLE>

                                                  See   accompanying   auditors'
                                     report.  The notes are an integral  part of
                                     these financial statements.

<PAGE>



                                 STRATHERN PARK
                          STATEMENT OF PARTNERS' EQUITY
                          YEAR ENDED DECEMBER 31, 1997





<TABLE>
<CAPTION>

                                           Profit            Balance            Net             Distri-          Balance
                                          and Loss           January           Loss             butions         December
                                         Percentage          1, 1997       for the year          Paid           31, 1997
                                        --------------    --------------   --------------    --------------   --------------
GENERAL PARTNER
<S>                                                <C>  <C>              <C>               <C>              <C>                 

Safran Associates Investment
      Partnership II, A California
      Limited Partnership                          1%   $      (58,039)  $      (13,443)   $         (702)  $      (72,184)


CLASS A LIMITED PARTNER

  Safran Associates Investment
      Partnership II, A California
      Limited Partnership                          4%         (233,957)         (53,774)           (9,110)        (296,841)


INVESTOR LIMITED PARTNER

  Boston Financial Qualified
      Housing Tax Credits L.P.V., A
      Massachusetts Limited
      Partnership                                 95%         1,745,523      (1,277,121)          (86,331)          382,071


SPECIAL LIMITED PARTNER

  S L P  90, Inc.                            ---               ---              ---               ---              ---
                                                          --------------   --------------    --------------   --------------


                                                        $     1,453,527  $   (1,344,338)   $      (96,143)  $        13,046
                                                          ==============   ==============    ==============   ==============

</TABLE>




                                                  See   accompanying   auditors'
                                     report.  The notes are an integral  part of
                                     these financial statements.

<PAGE>



                                 STRATHERN PARK
                             STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1997


<TABLE>
<CAPTION>

INCOME
<S>                                                                                    <C>                 <C>    

                  Gross potential - rents                                              $      1,547,419
                  (Vacancies)                                                                  (12,686)
                  Interest                                                                       13,651
                  Miscellaneous                                                                  41,426
                                                                                          --------------

                              TOTAL INCOME                                                                 $      1,589,810



EXPENSES  (Note 4)

                  Administrative expense                                                        143,310
                  Management fees                                                               123,995
                  Utilities                                                                     134,201
                  Operating and maintenance expense                                             321,412
                  Taxes and insurance                                                           180,032
                  Interest expense - Mortgage note payable                                      552,976
                  Interest expense - Notes payable                                              684,796
                  Depreciation and amortization                                                 793,426
                                                                                          --------------
                                                                                                                  2,934,148
                                                                                                             ---------------




NET LOSS                                                                                                   $    (1,344,338)
                                                                                                             ===============
</TABLE>
                                                  See   accompanying   auditors'
                                     report.  The notes are an integral  part of
                                     these financial statements.

<PAGE>



                                                 STRATHERN PARK
                                             STATEMENT OF CASH FLOWS
                                          YEAR ENDED DECEMBER 31, 1997

                                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                           <C>               <C>       
                                                                                                 
      Net Loss                                                                                    $    (1,344,338)

        Adjustments to  reconcile  net loss to net cash  provided  by  operating
           activities:

               Depreciation and amortization                                  $   793,426

               (Increase)/Decrease in -
                           Receivables                                               10,579
                           Tenant security deposits                                   1,673

               (Decrease)/Increase in -
                           Accounts payable and accrued expenses                   (12,978)
                           Accrued interest payable                                 624,031
                           Security deposits                                          (888)
                           Deferred income                                              366
                                                                                ------------
               Total Adjustments                                                                        1,416,209
                                                                                                    --------------

               Net Cash Provided by Operating Activities                                                   71,871

CASH FLOWS FROM INVESTING ACTIVITIES

        Deposits to reserve for replacements                                       (82,055)
        Releases from reserve for replacements                                       39,880
        Purchase of equipment                                                       (4,626)
                                                                                ------------
               Net Cash Used in Investing Activities                                                      (46,801)

CASH FLOWS FROM FINANCING ACTIVITIES

        Principal payments on mortgage                                             (69,492)
        Distributions paid                                                         (96,143)
                                                                                ------------
               Net Cash Used in Financing Activities                                                     (165,635)
                                                                                                    --------------

               Net Decrease in Cash and Cash Equivalents                                                 (140,565)

Cash and cash equivalents at January 1, 1997                                                              215,615
                                                                                                    --------------

Cash and cash equivalents at December 31, 1997                                                   $         75,050
                                                                                                    ==============

        SUPPLEMENTAL DISCLOSURE OF CASH FROM INFORMATION:

               Cash paid during the year for interest                         $     617,557
                                                                                ============
                                            
</TABLE>
                                           See   accompanying   auditors'
                                     report.  The notes are an integral  part of
                                     these financial statements.

<PAGE>



                                 STRATHERN PARK
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997


Note 1      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

            Organization -
                  Strathern Park (the  partnership) was organized  pursuant to a
                  limited partnership agreement dated March 28, 1989 as amended.
                  Effective June 1, 1990, the partnership  agreement was amended
                  with the  admission of a new limited  partner who  purchased a
                  95%  limited   partnership   interest  for  a  total   capital
                  contribution of $5,963,067.  On January 1, 1994 Lorne Park was
                  merged  into  Strathern   Park.   The  combined   partnerships
                  constructed a 241 unit apartment project (Lorne Park 72 units,
                  Strathern  Park 169 units)  located in Sun Valley,  California
                  for tenants whose income is very low to moderate.  The project
                  is   regulated   under  the  terms  of  certain  of  its  loan
                  agreements.   Such  agreements  contain  certain  restrictions
                  concerning  rental  charges,  the  number  of units  rented to
                  tenants in the very low,  low and moderate  income  levels and
                  other  matters.  Those  restrictions  of rent and income shall
                  remain in effect for a minimum of 30 years.

            Use of  Estimates in the Preparation of Financial Statements -
                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts  of  assets  and   liabilities   and   disclosures  of
                  contingent assets and liabilities at the date of the financial
                  statements  and the reported  amounts of revenues and expenses
                  during the reporting period.  Actual results could differ from
                  those estimates.

            Significant Accounting Policies -
                  Method of Accounting - The  partnership  books are  maintained
                  and its financial  statements  and tax returns are prepared on
                  the accrual basis.

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

                  Rental Property - The partnership records property,  equipment
                  and  improvements at the cost of acquisition or  construction.
                  The cost of  maintenance  and repairs is charged to operations
                  as  incurred;   significant   renewals  and   betterments  are
                  capitalized.  Depreciation is computed using the straight line
                  method  for  financial   statement  purposes  and  accelerated
                  methods for tax purposes. Estimated useful lives for financial
                  statement purposes are as follows:

                              Classification                     Life
                           ---------------------            ---------------
                           Buildings                            27.5 Years
                           Equipment and furnishings             5-7 Years

                  Amortization - amortization  of syndication  costs is computed
                  using the straight line method over a period of 40 years.


                                                            STRATHERN PARK
                                                   NOTES TO FINANCIAL STATEMENTS
                                                          DECEMBER 31, 1997

Note 1      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  (Cont.)

            Income Taxes - The project receives  low-income tax credits provided
            under Section 42 of the Internal  Revenue  Code.  Also, no provision
            for income taxes has been  included  since the income or loss of the
            partnership  as well as the tax credits are  required to be reported
            by the respective partners on their separate income tax returns.

<TABLE>
<CAPTION>

Note 2      LONG TERM DEBT
                  <S>                                                                       <C>   
                  Mortgage  note  payable,  secured  by  First  Deed  of  Trust,            
                  requiring monthly payments of $51,913, including interest
                  at 9.41% per annum, maturing February, 2022.                              $    5,858,679

                  Note payable  secured by Second Deed of Trust,  payable to the
                  Community Redevelopment Agency of the City of Los Angeles with
                  interest at 7% per annum.  Interest  accrues  from the date of
                  issuance  of the  first  certificate  of  occupancy  which  is
                  December 26, 1991. Unpaid principal  together with all accrued
                  and  unpaid  interest  are due and  payable  in full  upon the
                  maturity of the primary  permanent loan, but not later than 40
                  years from date of issuance.  Principal and interest  payments
                  may be made in annual  installments from the residual receipts
                  of the project,  as the term  residual  receipts is defined in
                  the  loan  agreement.   The  note  was  funded  by  a  Housing
                  Development Grant from the United States Department of Housing
                  and Urban Development. The terms of the Grant agreement impose
                  certain  restrictions  on the use of the  Grant  proceeds  and
                  operating  policies of the  partnership.  Accrued  interest on
                  this note at
                  December 31, 1997 amounted to $2,128,864.                                      5,179,105

                  Note  payable  secured by Third Deed of Trust,  payable to the
                  Community  Redevelopment  Agency  of the City of Los  Angeles,
                  with interest at 5% per annum.  Interest accrues from the date
                  of issuance of the first  certificate  of  occupancy  which is
                  December 26, 1991. Unpaid principal  together with all accrued
                  and  unpaid  interest  are due and  payable  in full  upon the
                  maturity of the primary  permanent loan, but not later than 40
                  years from date of issuance.  Principal and interest  payments
                  may be made in annual  installments from the residual receipts
                  of the project,  as the term  residual  receipts is defined in
                  the loan agreement. Accrued interest on
                  this note at December 31, 1997 amounted to $1,811,351.                          6,445,175
                                                                                              -----------------

                                                                                            $    17,482,959
                                                                                              =================
</TABLE>  





<PAGE>



                     STRATHERN PARK
              NOTES TO FINANCIAL STATEMENTS
                    DECEMBR 31, 1997

Note 2      LONG TERM DEBT  (Contd.)

            Maturities  of  long  term  debt as of  December  31,  1997  for the
            succeeding five years are as follows:

                  Years ended December 31,
                           1998                        65,779
                           1999                        72,337
                           2000                        77,942
                           2001                        87,318
                           2002                        96,023
                           Thereafter              17,083,560
                                                ---------------
                                            $      17,482,959
                                                ===============


Note 3      DISTRIBUTION TO PARTNERS

            Pursuant to the terms of the partnership agreement,  as amended, and
            the loan  agreement with the Community  Redevelopment  Agency of the
            City of Los Angeles,  distributions  are payable only from  residual
            receipts, as defined in the agreements.

            Distributions are apportioned as follows:

                     1) 40% to the Community Redevelopment Agency of the City of
                        Los Angeles (CRA)
                     2) The remaining 60% is allocated as follows:
                             a)       The Investor Limited Partner (Boston) is 
                                      to receive any cumulative return 
                                      ($60,000 annually) in arrears;
                             b)       The next  $63,158  is  distributed  95% to
                                      Boston,  4% to the Class A Limited Partner
                                      (SAIP  II) and 1% to the  General  Partner
                                      (SAIP II);
                             c)       Any additional cash is used to repay 
                                      any partner advances to the partnership;
                             d)       The  next  $63,158  is  distributed  5% to
                                      Boston,  94% to SAIP II (Limited  Partner)
                                      and 1% to SAIP II (General Partner);
                             e)       Thereafter,  cash  is  distributed  50% to
                                      Boston,  49% to SAIP II (Limited  Partner)
                                      and 1% to SAIP II (General Partner).









<PAGE>



            STRATHERN PARK
            NOTES TO FINANCIAL STATEMENTS
            DECEMBER 31, 1997

Note 4      RELATED PARTY TRANSACTIONS

            There were no direct  compensation  payments to the partners  during
            the year.  However,  there were  related  party  transactions  which
            occurred which are set forth below:
<TABLE>
<CAPTION>
            <S>                                 <C>                    <C>               <C>              <C>                  

                                                                                            (Income)         Receivable
                                                                                            Expense          (Payable)
                                                                          Account           for the         At December
                          Name                      Description             No.               Year            31, 1997
            ----------------------------------  ---------------------  ---------------   ---------------  -----------------    

            Thomas Safran and
               Associates, Inc.(TS&A, Inc.)     Management fee              6320      $         111,491 $       ---
                                                                                         ===============  =================
</TABLE>

            In addition,  the project reimbursed TS&A, Inc. for allocated common
            costs  such  as  office  supplies,   salaries,  payroll  taxes,  and
            insurance.  The aggregate total of such  reimbursements  was $92,671
            for the year.

            The  general  partner  has  a  direct  ownership   interest  in  the
            management company listed above.

            Thomas  Safran & Associates,  Inc.  (TS&A,  Inc.) has  subcontracted
            certain accounting and supervisory functions to Insignia Residential
            Group of California, Inc. (IRG) for a period of two years commencing
            August 1, 1997.  TS&A,  Inc. will continue to be the managing  agent
            and IRG will report to them on a monthly basis.  The agreement among
            TS&A,  Inc., IRG and the Project  provides a portion of the approved
            management fees to be paid to IRG for their services.

Note 5      DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

            Cash and Short Term Investments -
                  The carrying  amount  approximates  fair value  because of the
                  short maturity of those investments.

            Long Term Debt  (First Deed of Trust) -
                  The project does not have the right to prepay this debt during
                  the first ten years of the term of this note. Accordingly, the
                  carrying amount approximates its fair value.

            Long Term Debt  (Second & Third Deed of Trust) -
                  The carrying amount  approximates  fair value because there is
                  no  ready  market  for  such  debt,  repayment/refinancing  is
                  severely restricted by the CRA and HUD.
<TABLE>
<CAPTION>

                                                                                                 December 31, 1997
                                                                                         ----------------------------------
                                                                                            Carrying            Fair
                                                                                             Amount            Value
            <S>                                                                       <C>               <C>    

            Cash and Short Term Investments                                           $         334,219 $          334,219
            Long Term Debt  (First Deed of Trust)                                           (5,858,679)        (5,858,679)
            Long Term Debt  (Second & Third Deed of Trust)                                 (11,624,280)       (11,624,280)

</TABLE>

<PAGE>














                                          STRATHERN PARK

                                BOSTON FINANCIAL QUALIFIED HOUSING

                                       BALANCE SHEET FORMAT

                                         DECEMBER 31, 1997





















<PAGE>
                                                                           

                                                                      SCHEDULE I
                                                                     Page 1 of 2
                                 STRATHERN PARK
                       BOSTON FINANCIAL QUALIFIED HOUSING
                              BALANCE SHEET FORMAT
                                DECEMBER 31, 1997
<TABLE>
<CAPTION>

                                       ASSETS
<S>                                                                                   <C>                  <C>       
CURRENT ASSETS
       1110      Petty cash                                                           $            500
       1120      Cash in bank                                                                   74,550
       1130      Rent receivables                                                               25,655
       1140      Miscellaneous receivables                                                       2,348
       1191      Tenant security deposits                                                      120,342
                                                                                         --------------
                              Total Current Assets                                                         $        223,395

RESERVES AND DEPOSITS
       1320      Reserve for replacements                                                                           138,827

FIXED ASSETS
       1410      Land                                                                        5,889,320
       1420      Buildings                                                                  19,042,548
       1450      Equipment and furnishings                                                     949,223
                                                                                         --------------
                                                                                            25,881,091
       4100      Less:  accumulated depreciation                                           (5,213,507)
                                                                                         --------------
                              Total Fixed Assets                                                                 20,667,584

OTHER ASSETS
       1820      Syndication fee  (Net of accumulated amortization
                      of $112,219)                                                                                  606,448
                                                                                                             ---------------



                              TOTAL ASSETS                                                                 $     21,636,254
                                                                                                             ===============

</TABLE>

<PAGE>


                                                                      SCHEDULE I
                                                                     Page 2 of 2

                                 STRATHERN PARK
                       BOSTON FINANCIAL QUALIFIED HOUSING
                              BALANCE SHEET FORMAT
                                DECEMBER 31, 1997

                                                                             
                          LIABILITIES AND PARTNERS' EQUITY
<TABLE>
<CAPTION>
<S>                                                                                   <C>                  <C>           
CURRENT LIABILITIES
       2110      Accounts payable                                                     $         25,256
                 Accrued interest payable - 1st mortgage                                        47,565
       2191      Tenant security deposit liability                                             106,609
                                                                                         --------------
                              Total Current Liabilities                                                    $        179,430

MORTGAGE NOTE PAYABLE CURRENT PORTION
                 1st mortgage note payable current portion                                                           65,779

LONG TERM LIABILITIES
                 Accrued interest payable - notes
                              2nd mortgage note payable                                      2,128,864
                              3rd mortgage note payable                                      1,811,351
                 Mortgage notes payable
       2321                   1st mortgage note payable                                      5,792,900
       2322                   2nd mortgage note payable                                      5,179,105
       2323                   3rd mortgage note payable                                      6,445,175
       2210                   Deferred income                                                   20,604
                                                                                         --------------
                              Total Long Term Liabilities                                                        21,377,999

PARTNERS'  EQUITY
       3130      Limited partners' equity                                                       85,230
       3131      General partners' equity                                                     (72,184)
                                                                                         --------------
                              Total Owners' Equity                                                                   13,046
                                                                                                             ---------------

                              TOTAL LIABILITIES AND PARTNERS' EQUITY                                       $     21,636,254
                                                                                                             ===============

</TABLE>

<PAGE>


                                                                     SCHEDULE II
                                                                     Page 1 of 4
                                                  STRATHERN PARK
                                       BOSTON FINANCIAL QUALIFIED HOUSING -
                                             STATEMENT OF OPERATIONS
                                           YEAR ENDED DECEMBER 31, 1997


<TABLE>
<CAPTION>

REVENUE
       <S>                                                                      <C>                <C>     
               Rent revenue
       5120      Apartments                                                     $      1,482,095
       5121      Tenant assistance payments                                               52,472
       5130      Furniture and equipment                                                ---
       5140      Stores and commercial                                                    12,852
       5170      Garage and parking spaces                                              ---
       5180      Flexible subsidy income                                                ---
       5190      Miscellaneous                                                          ---
                                                                                   --------------

                              Total rent revenue                                                   $     1,547,419

              Vacancies
       5220      Apartments                                                             (12,686)
       5240      Stores and commercial                                                  ---
       5270      Garage and parking spaces                                              ---
       5290      Miscellaneous                                                          ---
                                                                                   --------------

                              Total Vacancies                                                             (12,686)
                                                                                                     --------------


              Net Rental Revenue                                                                         1,534,733

              Financial Revenue
       5410      Interest Income - operations                                              3,254
       5430      Interest Income - residual receipts                                    ---
       5440      Interest income - reserve for replacements                                4,692
       5490      Interest income - miscellaneous                                           5,705
                                                                                   --------------

                              Total Financial Revenue                                                       13,651
              Other Revenue
       5910      Laundry and vending                                                      26,400
       5920      NSF and late charges                                                      6,725
       5930      Damages and cleaning fees                                                 2,782
       5940      Forfeited tenant security deposits                                        2,129
       5990      Other revenue                                                             3,390
       5991      Non-cash revenue                                                       ---
                                                                                   --------------
                              Total Other Revenue                                                           41,426
                                                                                                     --------------

NET REVENUE                                                                                        $     1,589,810
                                                                                                     ==============
</TABLE>

                                                                              
<PAGE>


                                                                     SCHEDULE II
                                                                     Page 2 of 4
                                                  STRATHERN PARK
                                       BOSTON FINANCIAL QUALIFIED HOUSING -
                                             STATEMENT OF OPERATIONS
                                           YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>


EXPENSES
       <S>                                                                      <C>                <C>     
              Administrative Expenses
       6210      Advertising                                                    $          1,482
       6250      Other renting expense                                                  ---
       6310      Office salaries                                                          15,299
       6311      Office supplies                                                          46,028
       6320      Management fee                                                          123,995
       6330      Manager or superintendent salary                                         44,382
       6331      Manager's rent free unit                                               ---
       6340      Legal expenses  (project)                                                 2,581
       6350      Auditing expenses  (project)                                              9,500
       6351      Bookkeeping fees/accounting services                                   ---
       6360      Telephone and answering services                                         10,282
       6370      Bad debts                                                                13,756
       6390      Miscellaneous administrative expenses                                  ---
                                                                                   --------------

                              Total Administrative Expenses                                        $       267,305
                                                                                                               
              Utilities Expenses
       6420      Fuel oil/coal                                                          ---
       6450      Electricity                                                              38,537
       6451      Water                                                                    56,476
       6452      Gas                                                                       7,061
       6453      Sewer                                                                    32,127
                                                                                   --------------

                              Total Utilities Expenses                                                     134,201

              Operating & Maintenance
       6510      Janitor and cleaning payroll                                           ---
       6515      Janitor and cleaning supplies                                             5,449
       6517      Janitor and cleaning contract                                          ---
       6519      Exterminating payroll/contract                                            1,527
       6520      Exterminating supplies                                                 ---
       6525      Garbage and trash removal                                                13,379
       6530      Security payroll/contract                                                18,611                                   



<PAGE>


                                                                                                          SCHEDULE II
                                                                                                          Page 3 of 4

                                                  STRATHERN PARK
                                       BOSTON FINANCIAL QUALIFIED HOUSING -
                                             STATEMENT OF OPERATIONS
                                           YEAR ENDED DECEMBER 31, 1997




EXPENSES  (Cont.)
              Operating & Maintenance  (Cont.)
       6535      Grounds payroll                                                $       ---
       6536      Grounds supplies                                                         10,648
       6537      Grounds contract                                                         27,910
       6540      Repairs payroll                                                          71,622
       6541      Repairs material                                                         40,743
       6542      Repairs contract                                                         81,225
       6545      Elevator maintenance/contract                                          ---
       6546      Heating/cooling repairs and maintenance                                   2,518
       6547      Swimming pool maintenance/contract                                     ---
       6548      Snow removal                                                           ---
       6560      Decorating payroll/contract                                              27,775
       6561      Decorating supplies                                                      20,005
       6570      Other, gasoline                                                        ---
       6590      Miscellaneous operating and maintenance                                ---
                                                                                   --------------

                              Total Operating and Maintenance                                      $       321,412

              Taxes and Insurance
       6710      Real estate taxes                                                       124,522
       6711      Payroll taxes (FICA)                                                     13,155
       6719      Miscellaneous taxes, licenses                                          ---
       6720      Property and liability insurance                                         21,402
       6721      Fidelity bond insurance                                                ---
       6722      Workmen's compensation                                                    8,563
       6723      Health insurance and other benefits                                       8,281
       6729      Other insurance                                                        ---
       6790      Miscellaneous taxes and insurance                                      ---
                                                                                   --------------

                              Total Taxes and Insurance                                                    175,923

              Interest on Mortgage Notes
       6821      Interest on 1st mortgage                                                                  552,976


<PAGE>


                                                                     SCHEDULE II
                                                                     Page 4 of 4

                                                  STRATHERN PARK
                                       BOSTON FINANCIAL QUALIFIED HOUSING -
                                             STATEMENT OF OPERATIONS
                                           YEAR ENDED DECEMBER 31, 1997



EXPENSES  (Cont.)
              Other Financial Expenses
     6690        Amortization                                                   $         17,967
     6830        Interest on notes payable (long term)                                   684,796
     6850        Mortgage insurance premium                                             ---
     6890        Miscellaneous financial expenses                                          4,109
     6895        Non-cash expense                                                       ---
                                                                                   --------------

                              Total Financial Expenses                                             $       706,872
                                                                                                     --------------

TOTAL EXPENSES BEFORE DEPRECIATION                                                                       2,158,689
                                                                                                     --------------

PROFIT (LOSS) BEFORE DEPRECIATION                                                                        (568,879)

     6600        Depreciation                                                                              775,459
                                                                                                     --------------

OPERATING PROFIT (LOSS)                                                                                (1,344,338)

                 Other Expenses Prior Period (Entity)                                                     ---
                                                                                                     --------------


NET PROFIT  (LOSS)                                                                                 $   (1,344,338)
                                                                                                     ==============


                 1st mortgage principal payment                                                    $        69,492
                 2nd mortgage principal payment                                                           ---
                 3rd mortgage principal payment                                                           ---
                                                                                                     --------------

                                          Total mortgage principal payments                        $        69,492
                                                                                                     ==============


                 Actual replacement reserve deposits                                               $        82,055
                 Replacement or painting reserve releases                                          $      (39,880)
                 Cash subsidies                                                                           ---
                 Capital improvements not expensed                                                        ---
                 Capital contribution or disbursement                                              $        96,143

</TABLE>

<PAGE>


                                                                    SCHEDULE III

                                 STRATHERN PARK
                        COMPUTATION OF RESIDUAL RECEIPTS
                                DECEMBER 31, 1997



<TABLE>
<CAPTION>
<S>                                                                                   <C>                  <C>   
Net income (loss) as of December 31, 1997                                                                  $    (1,344,338)


ADD:          Depreciation                                                            $        775,459
              Amortization                                                                      17,967
              Community Redevelopment Agency loan interest                                     322,259
              Housing Development Grant loan interest                                          362,537
              Releases from reserve for replacements                                            39,880            1,518,102
                                                                                         --------------      ---------------

                                                                                                                    173,764

LESS:         Principal payments on mortgage                                                  (69,492)
              Deposits to reserve for replacements                                            (82,055)
              Payments for capital expenditures                                                (4,626)            (156,173)
                                                                                         --------------      ---------------




RESIDUAL RECEIPTS, as defined in the partnership agreement
     at December 31, 1997                                                                                  $         17,591
                                                                                                             ===============


</TABLE>
STRATHERN PARK
DECEMBER 31, 1996







<PAGE>



INDEPENDENT AUDITORS' REPORT


The Partners
Strathern Park
Los Angeles, California



We have audited the  accompanying  balance sheet of Strathern Park (a California
limited  partnership),  as of December  31, 1996 and the related  statements  of
operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Strathern Park 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.

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


/s/Nanas, Sterns, Biers, Neinstein and Co. LLP
NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP

January 14, 1997


<PAGE>



STRATHERN PARK
BALANCE SHEET
DECEMBER 31, 1996


<TABLE>
<CAPTION>

ASSETS
<S>                                            <C>                                <C>   

Cash  (Note 5)                                                                       $215,615
Receivables                                                                            38,582
Reserve for replacements  (Note 5)                                                     96,652
Tenant security deposits  (Note 5)                                                    122,015

Rental property - at cost (Note 2)
                                               Land                                 5,889,320
                                               Buildings                           19,042,548
                                               Equipment and furnishings              944,597
                                                                                --------------
                                                                                   25,876,465
                                               Less:  accumulated depreciation    (4,438,048)
                                                                                --------------
                                                                                   21,438,417
Other assets
Syndication fee  (Net of accumulated
amortization
     of $94,252)                                                                      624,415
                                                                                --------------

TOTAL ASSETS                                                                      $22,535,696
                                                                                ==============


LIABILITIES

Accounts payable and accrued expenses                                                 $85,799
Security deposits                                                                     107,497
Accrued interest payable  (Note 2)                                                  3,316,184
Long term debt  (Notes 2 and 5)                                                    17,552,451
                                                                                --------------

TOTAL LIABILITIES                                                                  21,061,931

DEFERRED INCOME                                                                        20,238

PARTNERS' EQUITY (NOTE 3)                                                           1,453,527
                                                                                --------------

TOTAL LIABILITIES AND PARTNERS' EQUITY                                            $22,535,696
                                                                                ==============
</TABLE>

See  accompanying  auditors'  report.  The notes are an  integral  part of these
financial statements.


<PAGE>



STRATHERN PARK
STATEMENT OF PARTNERS' EQUITY
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>


                                      Profit       Balance          Net          Distri-        Balance
                                     and Loss      January          Loss         butions        December
                                    Percentage     1, 1996      for the year       Paid         31, 1996
                                    ------------------------------------------------------------------------
<S>                                        <C>       <C>           <C>             <C>            <C> 

GENERAL PARTNER

  Safran Associates Investment
      Partnership II, A California
      Limited Partnership                    1%      $(44,808)      $(12,443)         $(788)      $(58,039)

CLASS A LIMITED PARTNER

  Safran Associates Investment
      Partnership II, A California
      Limited Partnership                    4%      (181,046)       (49,771)        (3,140)      (233,957)

INVESTOR LIMITED PARTNER

  Boston Financial Qualified
      Housing Tax Credits L.P.V., A
      Massachusetts Limited
      Partnership                           95%      3,002,218    (1,182,070)       (74,625)      1,745,523

SPECIAL LIMITED PARTNER

  S L P  90, Inc.                           ---          ---            ---            ---            ---
                                                ------------------------------------------------------------


                                                    $2,776,364   $(1,244,284)      $(78,553)     $1,453,527
                                                ============================================================
</TABLE>

See  accompanying  auditors'  report.  The notes are an  integral  part of these
financial statements.


<PAGE>



STRATHERN PARK
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
<S>                                <C>                                          <C>   
INCOME

                                   Gross possible rents                         $1,524,672
                                   (Vacancies)                                     (7,097)
                                   Interest                                         11,370
                                   Miscellaneous                                    34,321
                                                                            ---------------

TOTAL INCOME                                                                    $1,563,266



EXPENSES  (Note 4)

                                   Administrative expense                          128,724
                                   Management fees                                 118,048
                                   Utilities                                       114,579
                                   Operating and maintenance expense               227,504
                                   Taxes and insurance                             167,311
                                   Interest expense - Mortgage note payable        569,657
                                   Interest expense - Notes payable                684,796
                                   Depreciation and amortization                   796,931
                                                                            ---------------
                                                                                 2,807,550
                                                                            ---------------



NET LOSS                                                                      $(1,244,284)
                                                                            ===============
</TABLE>

See accompanying  auditors' report.  The notes are an integral part of financial
statements.


<PAGE>



STRATHERN PARK
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<S>                                                          <C>           <C>    

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                                   $(1,244,284)
Adjustments to reconcile net loss to net cash
   provided by operating activities:
Depreciation and amortization                                 $796,931
Increases in -
Miscellaneous receivables                                      (4,079)
Rent receivable                                               (28,375)
Accrued interest payable                                       684,796
Accounts payable and accrued expenses                            4,781
Deferred income                                                 20,238
Decreases in -
Tenant security deposits                                         3,445
Security deposits                                              (5,643)
Total Adjustments                                                             1,472,094
                                                                       -----------------

Net Cash Provided by Operating Activities                                       227,810

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in reserve for replacements                                           (24,336)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage                                (52,868)
Interest payments on notes payable from residual receipts     (52,368)
Distributions paid                                            (78,553)
                                                           ------------
Net Cash Used in Financing Activities                                         (183,789)
                                                                       -----------------
Net Increase in Cash and Cash Equivalents                                        19,685

Cash and cash equivalents at Janaury 1, 1996                                    195,930
                                                                       -----------------
Cash and cash equivalents at December 31, 1996                                 $215,615
                                                                       =================

SUPPLEMENTAL DISCLOSURE OF CASH FROM INFORMATION:
Cash paid during the year for interest                        $622,453
                                                           ============
Cash paid during the year for taxes                               $800
                                                           ============
</TABLE>

See  accompanying  auditors'  report.  The notes are an  integral  part of these
financial statements.



<PAGE>



STRATHERN PARK
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

Note 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICES  Organization
Strathern Park (the partnership) was organized pursuant to a limited partnership
agreement  dated  March  28,  1989  as  amended.  Effective  June 1,  1990,  the
partnership  agreement was amended with the  admission of a new limited  partner
who  purchased  a  95%  limited   partnership   interest  for  a  total  capital
contribution  of  $5,963,067.  On January  1, 1994  Lorne  Park was merged  into
Strathern  Park.  The combined  partnerships  constructed  a 241 unit  apartment
project (Lorne Park 72 unites,  Strathern Park 169 units) located in Sun Valley,
California  for tenants  whose  income is very low to  moderate.  The project is
regulated  under the terms of certain of its loan  agreements.  Such  agreements
contain certain  restrictions  concerning  rental  charges,  the number of units
rented to  tenants in the very low,  low and  moderate  income  levels and other
matters.

Use of Estimates in the  Preparation of Financial  Statements The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and  disclosures  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

Significant Accounting Policies -
Method of Accounting - The  partnership  books are  maintained and its financial
statements and tax returns are prepared on the accrual basis.

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

Rental Property - The partnership  records property,  equipment and improvements
at the cost of acquisition or construction.  The cost of maintenance and repairs
is charged to operations as incurred;  significant  renewals and betterments are
capitalized.  Depreciation  is  computed  using the  straight  line  method  for
financial statement purposes and accelerated methods for tax purposes. Estimated
useful lives for financial statement purposes are as follows:
<TABLE>
<CAPTION>
<S>                                    <C>    

Classification                         Life
---------------
Buildings                              27.5  Years 
Equipment  and   furnishings              7  Years   
</TABLE>

Amortization  - amortization  of  syndication  costs is computed  using the 
straight line method over a period of 40 years.


Note 1     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  (Cont.)

Income  Taxes - The  project  receives  low-income  tax credits  provided  under
Section 42 of the Internal Revenue Code. Also, no provision for income taxes has
been  included  since the income or loss of the  partnership  as well as the tax
credits are required to be reported by the respective partners on their separate
income tax returns.


Note 2     LONG TERM DEBT
<TABLE>
<CAPTION>
<S>                                                                                      <C>  

Mortgage  note  payable,  secured  by First  Deed of  Trust,  requiring  monthly
payments of $51,913, including interest at 9.41% per annum, maturing February, 
2022.                                                                                    $5,928,171

Note  payable  secured  by  Second  Deed  of  Trust,  payable  to the  Community
Redevelopment  Agency of the City of Los Angeles with  interest at 7% per annum.
Interest accrues from the date of issuance of the first certificate of occupancy
which is December  26,  1991.  Unpaid  principal  together  with all accrued and
unpaid  interest  are due and  payable in full upon the  maturity of the primary
permanent loan, but not later than 40 years from date of issuance. Principal and
interest payments may be made in annual  installments from the residual receipts
of the project,  as the term residual receipts is defined in the loan agreement.
The note was  funded by a  Housing  Development  Grant  from the  United  States
Department of Housing and Urban  Development.  The terms of the Grant  agreement
impose  certain  restrictions  on the use of the Grant  proceeds  and  operating
policies of the partnership. Accrued interest on this note at
December 31, 1996 amounted to $1,774,998.                                                 5,179,105

Note  payable  secured  by  Third  Deed  of  Trust,  payable  to  the  Community
Redevelopment Agency of the City of Los Angeles,  with interest at 5% per annum.
Interest accrues from the date of issuance of the first certificate of occupancy
which is December  26,  1991.  Unpaid  principal  together  with all accrued and
unpaid  interest  are due and  payable in full upon the  maturity of the primary
permanent loan, but not later than 40 years from date of issuance. Principal and
interest payments may be made in annual  installments from the residual receipts
of the project,  as the term residual receipts is defined in the loan agreement.
Accrued interest on
this note at December 31, 1996 amounted to $1,556,241.                                    6,445,175
                                                                                   -----------------

                                                                                        $17,552,451
                                                                                   =================
</TABLE>



Note 2     LONG TERM DEBT  (Contd.)

Maturities of long term debt as of December 31, 1996  for the succeeding five 
years are as follows:
<TABLE>
<CAPTION>

Years ended December 31,
<S>                                                                                        <C>

1997                                                                                           $59,816
1998                                                                                            65,779
1999                                                                                            72,337
2000                                                                                            77,942
2001                                                                                            87,318
Thereafter                                                                                  17,189,259
                                                                                      -----------------
                                                                                           $17,552,451
                                                                                      =================
</TABLE>


Note 3     DISTRIBUTION TO PARTNERS

Pursuant to the terms of the  partnership  agreement,  as amended,  and the loan
agreement  with the Community  Redevelopment  Agency of the City of Los Angeles,
distributions  are  payable  only from  residual  receipts,  as  defined  in the
agreements.

Distributions are apportioned as follows:

1)  40% to the Community Redevelopment Agency of the City of
Los Angeles (CRA)
2)  The remaining 60% is allocated as follows:
     a)     The Investor Limited Partner (Boston) is to receive any cumulative
              return ($60,000 annually) in arrears;
     b)     The next $63,158 is distributed 95% to Boston, 4% to the Class A
              Limited Partner (SAIP II) and 1% to the General Partner (SAIP II);
     c)     Any additional cash is used to repay any partner advances to the
              partnership;
     d)     The next $63,158 is distributed 5% to Boston, 94% to SAIP II
              (Limited Partner) and 1% to SAIP II (General Partner);
     e)     Thereafter, cash is distributed 50% to Boston, 49% to SAIP II
              (Limited Partner) and 1% to SAIP II (General Partner).









Note 4     RELATED PARTY TRANSACTIONS

There were no direct  compensation  payments  to the  partners  during the year.
However,  there were related party  transactions  which  occurred  which are set
forth below:
<TABLE>
<CAPTION>

                                                       (Income)     Receivable
                                                        Expense     (Payable)
                                            Account     for the    At December
Name                    Description           No.        Year        31, 1996
---------------------------------------------------------------------------------
<S>                     <C>                  <C>          <C>          <C>  
Thomas Safran and
   Associates, Inc.     Management fee       6320         118,048      (73)
                                                      ===========================

</TABLE>

In addition,  the project reimbursed the management company for allocated common
costs such as office supplies and health insurance.  The aggregate total of such
reimbursements
was $17,341 for the year.

The general partner has a direct  ownership  interest in the management  company
listed above.

Note 5     DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and Short Term Investments -
The carrying  amount  approximates  fair value because of the short  maturity of
those investments.

Long Term Debt  (First Deed of Trust) -
The  project  does not have the right to prepay  this debt  during the first ten
years of the term of this note.  Accordingly,  the carrying amount  approximates
its fair value.

Long Term Debt  (Second & Third Deed of Trust) -
The carrying amount approximates fair value because there is no ready market for
such debt, repayment/refinancing is severely restricted by the CRA and HUD.
<TABLE>
<CAPTION>
                                                                                  December 31, 1996
                                                                       -----------------------------------
                                                                          Carrying            Fair
                                                                           Amount            Value
<S>                                                                      <C>            <C>

Cash and Short Term Investments                                             $434,282       $434,282
Long Term Debt  (First Deed of Trust)                                     (5,928,171)    (5,928,171)
Long Term Debt  (Second & Third Deed of Trust)                           (11,624,280)   (11,624,280)
</TABLE>


<PAGE>



STRATHERN PARK                                            SCHEDULE I
BOSTON FINANCIAL QUALIFIED HOUSING                       Page 1 of 2
BALANCE SHEET FORMAT
DECEMBER 31, 1996
<TABLE>
<CAPTION>


ASSETS

CURRENT ASSETS
<S>                                                                         <C>                           <C>   

Petty cash                                                                          500
Cash in bank                                                                    215,115
Rent receivables                                                                 35,940
Miscellaneous receivables                                                         2,642
Tenant security deposits                                                        122,015
                                                                        ----------------
Total Current Assets                                                                                           376,212

RESERVES AND DEPOSITS
Reserve for replacements                                                                                        96,652

FIXED ASSETS
Land                                                                          5,889,320
Buildings                                                                    19,042,548
Equipment and furnishings                                                       944,597
                                                                        ----------------
                                                                             25,876,465
Less:  accumulated depreciation                                             (4,438,048)
                                                                        ----------------
Total Fixed Assets                                                                                          21,438,417

OTHER ASSETS
Syndication fee  (Net of accumulated amortization
     of $94,252)                                                                                               624,415
                                                                                                       ----------------



TOTAL ASSETS                                                                                                22,535,696
                                                                                                       ================




</TABLE>

<PAGE>



STRATHERN PARK                                                 SCHEDULE I
BOSTON FINANCIAL QUALIFIED HOUSING                            Page 2 of 2
BALANCE SHEET FORMAT
DECEMBER 31, 1996
<TABLE>

<CAPTION>

LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
<S>                                                                          <C>                          <C>      

Accounts payable                                                                 37,750
Accrued interest payable - 1st mortgage                                          48,049
Tenant security deposit liability                                               107,497
                                                                        ----------------
Total Current Liabilities                                                                                      193,296

MORTGAGE NOTE PAYABLE CURRENT PORTION
1st mortgage note payable current portion                                                                       59,816

LONG TERM LIABILITIES
Accrued interest payable - notes
2nd mortgage note payable                                                     1,818,646
3rd mortgage note payable                                                     1,497,538
Mortgage notes payable
1st mortgage note payable                                                     5,868,355
2nd mortgage note payable                                                     5,179,105
3rd mortgage note payable                                                     6,445,175
Deferred income                                                                  20,238
                                                                        ----------------
Total Long Term Liabilities                                                                                 20,829,057

OWNERS' EQUITY
Limited partners' equity                                                      1,511,566
General partners' equity                                                       (58,039)
                                                                        ----------------
Total Owners' Equity                                                                                         1,453,527
                                                                                                       ----------------

TOTAL LIABILITIES AND PARTNERS' EQUITY                                                                      22,535,696
                                                                                                       ================


</TABLE>



<PAGE>



STRATHERN PARK                                                   SCHEDULE II
BOSTON FINANCIAL QUALIFIED HOUSING -                              Page 1 of 4
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

REVENUE

<S>                                                           <C>                            <C>  
Rent revenue
Apartments                                                    1,465,438
Tenant assistance payments                                       46,529
Furniture and equipment                                         ---
Stores and commercial                                            12,705
Garage and parking spaces                                       ---
Flexible subsidy income                                         ---
Miscellaneous                                                   ---
                                                           -------------
Total rent revenue                                                                           1,524,672

Vacancies
Apartments                                                      (7,097)
Stores and commercial                                           ---
Garage and parking spaces                                       ---
Miscellaneous                                                   ---
                                                           -------------
Total Vacancies                                                                                (7,097)
                                                                                        ---------------

Net Rental Revenue                                                                           1,517,575

Financial Revenue
Interest Income - operations                                      2,973
Interest Income - residual receipts                             ---
Interest income - reserve for replacements                        3,835
Interest income - miscellaneous                                   4,562
                                                           -------------
Total Financial Revenue                                                                         11,370

Other Revenue
Laundry and vending                                              21,534
NSF and late charges                                              2,848
Damages and cleaning fees                                         2,168
Forfeited tenant security deposits                                2,486
Other revenue                                                     5,285
Non-cash revenue                                                ---
                                                           -------------
Total Other Revenue                                                                             34,321
                                                                                        ---------------

NET REVENUE                                                                                  1,563,266
                                                                                        ===============

</TABLE>




<PAGE>



STRATHERN PARK                                                   SCHEDULE II
BOSTON FINANCIAL QUALIFIED HOUSING -                             Page 2 of 4
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>


EXPENSES
<S>                                                             <C>                          <C> 

Administrative Expenses
Advertising                                                         469
Other renting expense                                           ---
Office salaries                                                   6,815
Office supplies                                                  48,699
Management fee                                                  118,048
Manager or superintendent salary                                 47,125
Manager's rent free unit                                        ---
Legal expenses  (project)                                         3,183
Auditing expenses  (project)                                      9,500
Bookkeeping fees/accounting services                            ---
Telephone and answering services                                  6,159
Bad debts                                                         6,774
Miscellaneous administrative expenses                           ---
                                                           -------------
Total Administrative Expenses                                                                  246,772

Utilities Expenses
Fuel oil/coal                                                   ---
Electricity                                                      37,754
Water                                                            43,777
Gas                                                               5,686
Sewer                                                            27,362
                                                           -------------
Total Utilities Expenses                                                                       114,579

Operating & Maintenance
Janitor and cleaning payroll                                    ---
Janitor and cleaning supplies                                     8,164
Janitor and cleaning contract                                   ---
Exterminating payroll/contract                                    1,484
Exterminating supplies                                          ---
Garbage and trash removal                                        12,035
Security payroll/contract                                         4,295




</TABLE>



<PAGE>



STRATHERN PARK                                                 SCHEDULE II
BOSTON FINANCIAL QUALIFIED HOUSING -                           Page 3 of 4
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>

EXPENSES  (Cont.)
<S>                                                             <C>                            <C>     

Operating & Maintenance  (Cont.)
Grounds payroll                                                 ---
Grounds supplies                                                  3,481
Grounds contract                                                 27,060
Repairs payroll                                                  59,020
Repairs material                                                 23,635
Repairs contract                                                 73,340
Elevator maintenance/contract                                   ---
Heating/cooling repairs and maintenance                             403
Swimming pool maintenance/contract                              ---
Snow removal                                                    ---
Decorating payroll/contract                                       2,804
Decorating supplies                                              11,783
Other, gasoline                                                 ---
Miscellaneous operating and maintenance                         ---
                                                           -------------
Total Operating and Maintenance                                                                227,504

Taxes and Insurance
Real estate taxes                                               116,658
Payroll taxes (FICA)                                             11,306
Miscellaneous taxes, licenses                                       765
Property and liability insurance                                 22,635
Fidelity bond insurance                                             149
Workmen's compensation                                            5,698
Health insurance and other benefits                              10,100
Other insurance                                                 ---
Miscellaneous taxes and insurance                               ---
                                                           -------------
Total Taxes and Insurance                                                                      167,311

Interest on Mortgage Notes
Interest on 1st mortgage                                                                       569,657



</TABLE>


<PAGE>



STRATHERN PARK                                                    SCHEDULE II
BOSTON FINANCIAL QUALIFIED HOUSING -                               Page 4 of 4
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>


EXPENSES  (Cont.)
<S>                                                             <C>                        <C>   

Other Financial Expenses
Amortization                                                     17,967
Interest on notes payable (long term)                           684,796
Mortgage insurance premium                                      ---
Miscellaneous financial expenses                                ---
Non-cash expense                                                ---
                                                           -------------
Total Financial Expenses                                                                       702,763
                                                                                        ---------------

TOTAL EXPENSES BEFORE DEPRECIATION                                                           2,028,586
                                                                                        ---------------

PROFIT (LOSS) BEFORE DEPRECIATION                                                            (465,320)

Depreciation                                                                                   778,964
                                                                                        ---------------

OPERATING PROFIT (LOSS)                                                                    (1,244,284)

Other Expenses Prior Period (Entity)                                                          ---
                                                                                        ---------------

NET PROFIT  (LOSS)                                                                         (1,244,284)
                                                                                        ===============

1st mortgage principal payment                                                                  52,868
2nd mortgage principal payment                                                                ---
3rd mortgage principal payment                                                                ---
                                                                                        ---------------

Total mortgage principal payments                                                               52,868
                                                                                        ===============

Actual replacement reserve deposits                                                             75,836
Replacement or painting reserve releases                                                      (51,500)
Cash subsidies                                                                                ---
Capital improvements not expensed                                                             ---
Capital contribution or disbursement                                                            78,553



</TABLE>


<PAGE>



STRATHERN PARK                                                    SCHEDULE III
COMPUTATION OF RESIDUAL RECEIPTS
DECEMBER 31, 1996


<TABLE>

<CAPTION>
<S>                                                                             <C>                        <C>  

Net income (loss) as of December 31, 1996                                                                  (1,244,284)

ADD:
Depreciation                                                                    778,964
Amortization                                                                     17,967
Community Redevelopment Agency loan interest                                    322,259
Housing Development Grant loan interest                                         362,537
Releases from reserve for replacements                                           51,500                      1,533,227
                                                                        ----------------               ----------------

                                                                                                               288,943
LESS:
Principal payments on mortgage                                                 (52,868)
Deposits to reserve for replacements                                           (75,836)
Payments for capital expenditures                                             ---                            (128,704)
                                                                        ----------------               ----------------




RESIDUAL RECEIPTS, as defined in the partnership agreement
                                                                                                               160,239
                                                                                                       ================
</TABLE>
                                               STRATHERN PARK
                                               DECEMBER 31, 1995





















<PAGE>
















                          INDEPENDENT AUDITORS' REPORT


The Partners
Strathern Park
Los Angeles, California



We have audited the  accompanying  balance sheet of Strathern Park (a California
limited  partnership),  as of December  31, 1995 and the related  statements  of
operations,  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Strathern Park 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.

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



 /s/NANAS, STERN, BIERS, NEINSTEIN AND CO.

January 23, 1996


<PAGE>



                                                STRATHERN PARK
                                                 BALANCE SHEET
                                               DECEMBER 31, 1995
<TABLE>
<CAPTION>



ASSETS
<S>                                                                              <C>           <C>                      
     Cash  (Note 5)                                                                            $        195,930
     Receivables                                                                                          6,128
     Reserve for replacements  (Note 5)                                                                  72,316
     Tenant security deposits  (Note 5)                                                                 125,460

     Rental property - at cost (Note 2)
                 Land                                                                5,889,320
                 Buildings                                                          19,042,548
                 Equipment and furnishings                                             944,597
                                                                                 --------------
                                                                                    25,876,465
                 Less:  accumulated depreciation                                   (3,659,084)       22,217,381
                                                                                 --------------

     Other assets
                 Syndication fee  (Net of accumulated amortization
                      of $76,285)                                                                       642,382
                                                                                                  --------------

                 TOTAL ASSETS                                                                  $     23,259,597
                                                                                                  ==============



LIABILITIES

     Accounts payable and accrued expenses                                                     $         81,018
     Security deposits                                                                                  113,140
     Accrued interest payable  (Note 2)                                                               2,683,756
     Long term debt  (Notes 2 and 5)                                                                 17,605,319
                                                                                                  --------------

                 TOTAL LIABILITIES                                                                   20,483,233



PARTNERS' EQUITY  (Note 3)                                                                            2,776,364
                                                                                                  --------------

                 TOTAL LIABILITIES AND PARTNERS' EQUITY                                        $     23,259,597
                                                                                                  ==============
                                                               
                                                      
</TABLE>
                                                    See accompanying
                                                   auditor's  report.  The notes
                                                   are an integral part of these
                                                   financial statements.

<PAGE>



                                 STRATHERN PARK
                          STATEMENT OF PARTNERS' EQUITY
                          YEAR ENDED DECEMBER 31, 1995




<TABLE>
<CAPTION>


                                           Profit            Balance            Net             Distri-          Balance
                                          and Loss           January           Loss             butions         December
                                         Percentage          1, 1995       for the year          Paid           31, 1995
                                        --------------    --------------   --------------    --------------   --------------
GENERAL PARTNER
<S>                                                <C>  <C>              <C>               <C>              <C>                   
  Safran Associates Investment
      Partnership II, A California
      Limited Partnership                          1%   $      (31,654)  $      (12,958)   $         (196)  $      (44,808)


CLASS A LIMITED PARTNER

  Safran Associates Investment
      Partnership II, A California
      Limited Partnership                          4%         (128,429)         (51,833)             (784)        (181,046)


INVESTOR LIMITED PARTNER

  Boston Financial Qualified
      Housing Tax Credits L.P.V., A
      Massachusetts Limited
      Partnership                                 95%         4,251,870      (1,231,028)          (18,624)        3,002,218


SPECIAL LIMITED PARTNER

  S L P  90, Inc.                            ---               ---              ---               ---              ---
                                                          --------------   --------------    --------------   --------------


                                                        $     4,091,787  $   (1,295,819)   $      (19,604)  $     2,776,364
                                                          ==============   ==============    ==============   ==============
                                                                
</TABLE>

                                                    See accompanying
                                                   auditor's  report.  The notes
                                                   are an integral part of these
                                                   financial statements.


<PAGE>



                                 STRATHERN PARK
                             STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>


INCOME

<S>                                                                                      <C>               <C>
             Gross possible rents                                                        $     1,495,927
             (Vacancies)                                                                         (8,769)
             Interest                                                                              9,231
             Miscellaneous                                                                        36,631
                                                                                           --------------

                          TOTAL INCOME                                                                     $      1,533,020



EXPENSES  (Note 4)

             Administrative expense                                                              128,069
             Management fees                                                                     120,662
             Utilities                                                                           116,167
             Operating and maintenance expense                                                   240,409
             Taxes and insurance                                                                 164,707
             Interest expense - Mortgage note payable                                            571,330
             Interest expense - Notes payable                                                    684,796
             Depreciation and amortization                                                       802,699          2,828,839
                                                                                           --------------     --------------




NET LOSS                                                                                                   $    (1,295,819)
                                                                                                              ==============
                                                                
</TABLE>
                                                       
                                                         See accompanying
                                                   auditor's  report.  The notes
                                                   are an integral part of these
                                                   financial statements.


<PAGE>



                                                 STRATHERN PARK
                                             STATEMENT OF CASH FLOWS
                                          YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                           <C>                   <C>             
        Net Loss                                                                                 $    (1,295,819)

        Adjustments to  reconcile  net loss to net cash  provided  by  operating
           activities:

               Depreciation and amortization                                  $     802,699
               Increases in -
                           Accrued interest payable                                 684,796
                           Tenant security deposits - funded                        (7,565)
                           Tenant security deposits                                   3,621
               Decreases in -
                           Interest receivable                                        1,028
                           Rent receivable                                            3,019
                           Accounts payable and accrued expenses                   (23,154)
                                                                                ------------

               Total Adjustments                                                                        1,464,444
                                                                                                    --------------

               Net Cash Provided by Operating Activities                                                  168,625

CASH FLOWS FROM INVESTING ACTIVITIES

        Increase in reserve for replacements                                                              (9,533)

CASH FLOWS FROM FINANCING ACTIVITIES

        Principal payments on mortgage                                             (51,222)
        Interest payments on notes payable from residual receipts                  (13,070)
        Distributions paid                                                         (19,604)
                                                                                ------------

               Net Cash Used in Financing Activities                                                     (83,896)
                                                                                                    --------------

               Net Increase in Cash and Cash Equivalents                                                   75,196

Cash and cash equivalents at Janaury 1, 1995                                                              120,734
                                                                                                    --------------

Cash and cash equivalents at December 31, 1995                                                   $        195,930
                                                                                                    ==============

        SUPPLEMENTAL DISCLOSURE OF CASH FROM INFORMATION:

               Cash paid during the year for interest                         $     584,801
                                                                                ============

               Cash paid during the year for taxes                            $         800
                                                                                ============
                                                                  
</TABLE>

                                                       See accompanying
                                                   auditor's  report.  The notes
                                                   are an integral part of these
                                                   financial statements.


<PAGE>



                                                   STRATHERN PARK
                                            NOTES TO FINANCIAL STATEMENTS
                                                  DECEMBER 31, 1995


Note 1      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

            Organization -
                  Strathern Park (the  partnership) was organized  pursuant to a
                  limited partnership agreement dated March 28, 1989 as amended.
                  Effective June 1, 1990, the partnership  agreement was amended
                  with the  admission of a new limited  partner who  purchased a
                  95%  limited   partnership   interest  for  a  total   capital
                  contribution of $5,963,067.  On January 1, 1994 Lorne Park was
                  merged  into  Strathern   Park.   The  combined   partnerships
                  constructed  a 241  unit  apartment  project  (Lorne  Park  72
                  unites,  Strathern  Park 169  units)  located  in Sun  Valley,
                  California  for tenants  whose income is very low to moderate.
                  The  project  is  regulated  under the terms of certain of its
                  loan agreements.  Such agreements contain certain restrictions
                  concerning  rental  charges,  the  number  of units  rented to
                  tenants in the very low,  low and moderate  income  levels and
                  other matters.

            Use of  Estimates in the Preparation of Financial Statements -
                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts  of  assets  and   liabilities   and   disclosures  of
                  contingent assets and liabilities at the date of the financial
                  statements  and the reported  amounts of revenues and expenses
                  during the reporting period.  Actual results could differ from
                  those estimates.

            Significant Accounting Policies -
                  Method of Accounting - The  partnership  books are  maintained
                  and its financial  statements  and tax returns are prepared on
                  the accrual basis.

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

                  Rental Property - The partnership records property,  equipment
                  and  improvements at the cost of acquisition or  construction.
                  The cost of  maintenance  and repairs is charged to operations
                  as  incurred;   significant   renewals  and   betterments  are
                  capitalized.  Depreciation is computed using the straight line
                  method  for  financial   statement  purposes  and  accelerated
                  methods for tax purposes. Estimated useful lives for financial
                  statement purposes are as follows:

                           Classification                        Life
                           ----------------                  --------------
                           Buildings                             27.5 Years
                           Equipment and furnishings                7 Years

                  Amortization - amortization  of syndication  costs is computed
                  using the straight line method over a period of 40 years.


<PAGE>



                                                    STRATHERN PARK
                                            NOTES TO FINANCIAL STATEMENTS
                                                  DECEMBER 31, 1995
<TABLE>
<CAPTION>
<S>                                                                                              <C>    

Note 1      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  (Cont.)

            Income Taxes - The project receives  low-income tax credits provided
            under Section 42 of the Internal  Revenue  Code.  Also, no provision
            for income taxes has been  included  since the income or loss of the
            partnership  as well as the tax credits are  required to be reported
            by the respective partners on their separate income tax returns.

Note 2      LONG TERM DEBT

                  Mortgage  note  payable,  secured  by  First  Deed  of  Trust,
                  requiring monthly payments of $35,875, including interest
                  at 9.41% per annum, maturing February, 2022.                                   $          5,981,039

                  Note payable  secured by Second Deed of Trust,  payable to the
                  Community Redevelopment Agency of the City of Los Angeles with
                  interest at 7% per annum.  Interest  accrues  from the date of
                  issuance  of the  first  certificate  of  occupancy  which  is
                  December 26, 1991. Unpaid principal  together with all accrued
                  and  unpaid  interest  are due and  payable  in full  upon the
                  maturity of the primary  permanent loan, but not later than 40
                  years from date of issuance.  Principal and interest  payments
                  may be made in annual  installments from the residual receipts
                  of the project,  as the term  residual  receipts is defined in
                  the  loan  agreement.   The  note  was  funded  by  a  Housing
                  Development Grant from the United States Department of Housing
                  and Urban Development. The terms of the Grant agreement impose
                  certain  restrictions  on the use of the  Grant  proceeds  and
                  operating  policies of the  partnership.  Accrued  interest on
                  this note at
                  December 31, 1995 amounted to $1,456,109.                                                 5,179,105

                  Note  payable  secured by Third Deed of Trust,  payable to the
                  Community  Redevelopment  Agency  of the City of Los  Angeles,
                  with interest at 5% per annum.  Interest accrues from the date
                  of issuance of the first  certificate  of  occupancy  which is
                  December 26, 1991. Unpaid principal  together with all accrued
                  and  unpaid  interest  are due and  payable  in full  upon the
                  maturity of the primary  permanent loan, but not later than 40
                  years from date of issuance.  Principal and interest  payments
                  may be made in annual  installments from the residual receipts
                  of the project,  as the term  residual  receipts is defined in
                  the loan agreement. Accrued interest on
                  this note at December 31, 1995 amounted to $1,227,647.                                    6,445,175
                                                                                                   -------------------

                                                                                                 $         17,605,319
                                                                                                   ===================

</TABLE>

<PAGE>



                                                    STRATHERN PARK
                                            NOTES TO FINANCIAL STATEMENTS
                                                  DECEMBER 31, 1995

Note 2      LONG TERM DEBT  (Cont.)

            Maturities  of  long  term  debt as of  December  31,  1995  for the
            succeeding five years are as follows:

                  Years ended December 31,
                           1996               $          52,868
                           1997                          59,816
                           1998                          65,779
                           1999                          72,337
                           2000                          77,942
                           Thereafter                17,276,577
                                                  ---------------
                                              $      17,605,319
                                                  ===============


Note 3      DISTRIBUTION TO PARTNERS

            Pursuant to the terms of the partnership agreement,  as amended, and
            the loan  agreement with the Community  Redevelopment  Agency of the
            City of Los Angeles,  distributions  are payable only from  residual
            receipts, as defined in the agreements.

            Distributions are apportioned as follows:

                     1) 40% to the Community Redevelopment Agency of the City of
                        Los Angeles (CRA)
                     2) The remaining 60% is allocated as follows:
                             a)     The Investor Limited Partner (Boston) is to
                                    receive any cumulative return ($60,000 
                                    annually) in arrears;
                             b)     The next  $63,158  is  distributed  95% to
                                    Boston,  4% to the Class A Limited Partner
                                    (SAIP  II) and 1% to the  General  Partner
                                    (SAIP II);
                             c)     Any additional cash is used to repay any 
                                    partner advances to the partnership;
                             d)     The  next  $63,158  is  distributed  5% to
                                    Boston,  94% to SAIP II (Limited  Partner)
                                    and 1% to SAIP II (General Partner);
                             e)     Thereafter,  cash  is  distributed  50% to
                                    Boston,  49% to SAIP II (Limited  Partner)
                                    and 1% to SAIP II (General Partner).


<PAGE>



                                                    STRATHERN PARK
                                            NOTES TO FINANCIAL STATEMENTS
                                                  DECEMBER 31, 1995
<TABLE>
<CAPTION>

Note 4      RELATED PARTY TRANSACTIONS

            There were no direct  compensation  payments to the partners  during
            the year.  However,  there were  related  party  transactions  which
            occurred which are set forth below:

                                                                                     (Income)          Receivable
                                                                                     Expense           (Payable)
                                                                   Account           for the          At December
                       Name                   Description            No.               Year             31, 1995
            ---------------------------   --------------------  ---------------   ---------------  -------------------
            <S>                           <C>                        <C>          <C>              <C>                         <C>

            Thomas Safran and
               Associates, Inc.           Management fee             6320                120,662        (8,882)
                                                                                  ===============  ===================
</TABLE>

            In  addition,  the project  reimbursed  the  management  company for
            allocated  common costs such as office supplies,  manager's  salary,
            administrative   assistant's   salary,   payroll  taxes  and  health
            insurance.  The aggregate total of such  reimbursements  was $88,752
            for the year.

            The  general  partner  has  a  direct  ownership   interest  in  the
            management company listed above. 




Note 5      DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

            Cash and Short Term Investments -
                  The carrying  amount  approximates  fair value  because of the
                  short maturity of those investments.

            Long Term Debt  (First Deed of Trust) -
                  The project does not have the right to prepay this debt during
                  the first ten years of the term of this note. Accordingly, the
                  carrying amount approximates its fair value.

            Long Term Debt  (Second & Third Deed of Trust) -
                  The carrying amount  approximates  fair value because there is
                  no  ready  market  for  such  debt,  repayment/refinancing  is
                  severely restricted by the CRA and HUD.

<TABLE>
<CAPTION>
                                                                                           December 31, 1995
                                                                                  ------------------------------------
                                                                                     Carrying             Fair
                                                                                      Amount             Value
            <S>                                                                <C>               <C>                    

            Cash and Short Term Investments                                    $         393,706 $            393,706
            Long Term Debt  (First Deed of Trust)                                    (5,981,039)          (5,981,039)
            Long Term Debt  (Second & Third Deed of Trust)                          (11,624,280)         (11,624,280)

</TABLE>

<PAGE>














                                          STRATHERN PARK

                                BOSTON FINANCIAL QUALIFIED HOUSING

                                       BALANCE SHEET FORMAT

                                         DECEMBER 31, 1995











<PAGE>



                                                 STRATHERN PARK
                                       BOSTON FINANCIAL QUALIFIED HOUSING
                                              BALANCE SHEET FORMAT
                                               DECEMBER 31, 1995

<TABLE>
<CAPTION>

                                                     ASSETS
<S>                                                                         <C>                  <C> 
CURRENT ASSETS
         Cash in bank                                                       $        195,930
         Rent receivables                                                              5,794
         Accrued receivables                                                             334
         Tenant security deposits                                                    125,460
                                                                               --------------
                 Total Current Assets                                                            $       327,518

RESERVES AND DEPOSITS
         Reserve for replacements                                                                         72,316

FIXED ASSETS
         Land                                                                      5,889,320
         Buildings                                                                19,042,548
         Equipment and furnishings                                                   944,597
                                                                               --------------
                                                                                  25,876,465
         Less:  accumulated depreciation                                         (3,659,084)
                                                                               --------------
                 Total Fixed Assets                                                                   22,217,381

OTHER ASSETS
         Syndication fee  (Net of accumulated amortization
              of $76,285)                                                                                642,382
                                                                                                   --------------



                 TOTAL ASSETS                                                                    $    23,259,597
                                                                                                   ==============

</TABLE>

<PAGE>


                                                                      SCHEDULE I
                                                 STRATHERN PARK
                                       BOSTON FINANCIAL QUALIFIED HOUSING
                                              BALANCE SHEET FORMAT
                                               DECEMBER 31, 1995
<TABLE>
<CAPTION>


                                        LIABILITIES AND PARTNERS' EQUITY
<S>                                                                         <C>                  <C> 
CURRENT LIABILITIES
         Accounts payable                                                   $         32,540
         Accrued interest payable - 1st mortgage                                      48,478
         Tenant security deposit liability                                           113,140
                                                                               --------------
                 Total Current Liabilities                                                       $       194,158

MORTGAGE NOTE PAYABLE CURRENT PORTION
         1st mortgage note payable current portion                                                        52,868

LONG TERM LIABILITIES
         Accrued interest payable - notes
                 2nd mortgage note payable                                         1,456,109
                 3rd mortgage note payable                                         1,227,647
         Mortgage notes payable
                 1st mortgage note payable                                         5,928,171
                 2nd mortgage note payable                                         5,179,105
                 3rd mortgage note payable                                         6,445,175
                                                                               --------------
                 Total Long Term Liabailities                                                         20,236,207

OWNERS' EQUITY
         Limited partners' equity                                                  2,821,172
         General partners' equity                                                   (44,808)
                                                                               --------------
                 Total Owners' Equity                                                                  2,776,364
                                                                                                   --------------

                 TOTAL LIABILITIES AND PARTNERS' EQUITY                                          $    23,259,597
                                                                                                   ==============

</TABLE>

<PAGE>


                                                                     SCHEDULE II
                                                                               
                                                   STRATHERN PARK
                                        BOSTON FINANCIAL QUALIFIED HOUSING -
                                              STATEMENT OF OPERATIONS
                                            YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>


<S>                                                                               <C>                <C>  
REVENUE

       Rent revenue
           Apartments                                                             $     1,440,031
           Tenant assistance payments                                                      55,896
           Furniture and equipment                                                       ---
           Stores and commercial                                                         ---
           Garage and parking spaces                                                     ---
           Flexible subsidy income                                                       ---
           Miscellaneous                                                                 ---
                                                                                     -------------

                    Total rent revenue                                                               $     1,495,927

       Vacancies
           Apartments                                                                     (8,769)
           Stores and commercial                                                         ---
           Garage and parking spaces                                                     ---
           Miscellaneous                                                                 ---
                                                                                     -------------

                    Total Vacancies                                                                          (8,769)
                                                                                                       --------------


       Net Rental Revenue                                                                                  1,487,158

       Financial Revenue
           Interest Income - operations                                                     1,992
           Interest Income - residual receipts                                           ---
           Interest income - reserve for replacements                                       3,848
           Interest income - miscellaneous                                                  3,391
                                                                                     -------------

                    Total Financial Revenue                                                                    9,231

       Other Revenue
           Laundry and vending                                                             24,233
           NSF and late charges                                                             4,096
           Damages and cleaning fees                                                        2,610
           Forfeited tenant security deposits                                            ---
           Other revenue                                                                    5,692
           Non-cash revenue                                                              ---
                                                                                     -------------

                    Total Other Revenue                                                                       36,631
                                                                                                       --------------
NET REVENUE                                                                                          $     1,533,020
                                                                                                       ==============

</TABLE>

<PAGE>


                                                                     SCHEDULE II
                                                                              
                                                   STRATHERN PARK
                                        BOSTON FINANCIAL QUALIFIED HOUSING -
                                              STATEMENT OF OPERATIONS
                                            YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
<S>                                                                               <C>               <C> 
EXPENSES
       Administrative Expenses
           Advertising                                                            $      ---
           Other renting expense                                                         ---
           Office salaries                                                                 13,526
           Office supplies                                                                 45,223
           Management fee                                                                 120,662
           Manager or superintendent salary                                                44,473
           Manager's rent free unit                                                      ---
           Legal expenses  (project)                                                        5,131
           Auditing expenses  (project)                                                     9,250
           Bookkeeping fees/accounting services                                          ---
           Telephone and answering services                                                 5,532
           Bad debts                                                                        4,934
           Miscellaneous administrative expenses                                         ---
                                                                                    --------------

                   Total Administrative Expenses                                                    $        248,731

       Utilities Expenses
           Fuel oil/coal                                                                 ---
           Electricity                                                                     31,594
           Water                                                                           45,958
           Gas                                                                              6,909
           Sewer                                                                           31,706
                                                                                    --------------

                   Total Utilities Expenses                                                                  116,167

       Operating & Maintenance
           Janitor and cleaning payroll                                                  ---
           Janitor and cleaning supplies                                                    8,231
           Janitor and cleaning contract                                                 ---
           Exterminating payroll/contract                                                   4,216
           Exterminating supplies                                                        ---
           Garbage and trash removal                                                       15,067
           Security payroll/contract                                                        1,917

</TABLE>

<PAGE>


                                                                     SCHEDULE II
                                                                              
                                                   STRATHERN PARK
                                        BOSTON FINANCIAL QUALIFIED HOUSING -
                                              STATEMENT OF OPERATIONS
                                            YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
<S>                                                                               <C>               <C>  
EXPENSES  (Cont.)
       Operating & Maintenance  (Cont.)
           Grounds payroll                                                        $         9,523
           Grounds supplies                                                                 1,323
           Grounds contract                                                                37,241
           Repairs payroll                                                                 43,951
           Repairs material                                                                67,376
           Repairs contract                                                                30,654
           Elevator maintenance/contract                                                 ---
           Heating/cooling repairs and maintenance                                            475
           Swimming pool maintenance/contract                                            ---
           Snow removal                                                                  ---
           Decorating payroll/contract                                                      6,880
           Decorating supplies                                                             13,555
           Other, gasoline                                                               ---
           Miscellaneous operating and maintenance                                       ---
                                                                                    --------------

                   Total Operating and Maintenance                                                  $        240,409

       Taxes and Insurance
           Real estate taxes                                                              112,369
           Payroll taxes (FICA)                                                             9,271
           Miscellaneous taxes, licenses                                                      800
           Property and liability insurance                                                26,512
           Fidelity bond insurance                                                       ---
           Workmen's compensation                                                           4,866
           Health insurance and other benefits                                             10,889
           Other insurance                                                               ---
           Miscellaneous taxes and insurance                                             ---
                                                                                    --------------

                   Total Taxes and Insurance                                                                 164,707

       Interest on Mortgage Notes
           Interest on 1st mortgage                                                                          571,330

</TABLE>

<PAGE>


                                                                     SCHEDULE II
                                                                              
                                                   STRATHERN PARK
                                        BOSTON FINANCIAL QUALIFIED HOUSING -
                                              STATEMENT OF OPERATIONS
                                            YEAR ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>
<S>                                                                               <C>               <C>    
EXPENSES  (Cont.)
       Other Financial Expenses
           Amortization                                                           $        17,967
           Interest on notes payable (long term)                                          684,796
           Mortgage insurance premium                                                    ---
           Miscellaneous financial expenses                                              ---
           Non-cash expense                                                              ---
                                                                                    --------------

                   Total Financial Expenses                                                         $        702,763
                                                                                                       --------------

TOTAL EXPENSES BEFORE DEPRECIATION                                                                         2,044,107
                                                                                                       --------------

PROFIT (LOSS) BEFORE DEPRECIATION                                                                          (511,087)

       Depreciation                                                                                          784,732
                                                                                                       --------------

OPERATING PROFIT (LOSS)                                                                                  (1,295,819)

       Other Expenses Prior Period (Entity)                                                                 ---
                                                                                                       --------------


NET PROFIT  (LOSS)                                                                                  $    (1,295,819)
                                                                                                       ==============


       1st mortgage principal payment                                                               $         51,222
       2nd mortgage principal payment                                                                       ---
       3rd mortgage principal payment                                                                       ---
                                                                                                       --------------

                   Total mortgage principal payments                                                $         51,222
                                                                                                       ==============


       Actual replacement reserve deposits                                                          $         79,732
       Replacement or painting reserve releases                                                     $       (70,199)
       Cash subsidies                                                                                       ---
       Capital improvements not expensed                                                                    ---
       Capital contribution or disbursement                                                         $         19,604

</TABLE>

<PAGE>


                                                                    SCHEDULE III
                                 STRATHERN PARK
                        COMPUTATION OF RESIDUAL RECEIPTS
                                DECEMBER 31, 1995



<TABLE>
<CAPTION>
<S>                                                                                   <C>                  <C>   
Net income (loss) as of December 31, 1995                                                                  $    (1,295,819)


ADD:          Depreciation                                                            $        784,732
              Amortization                                                                      17,967
              Community Redevelopment Agency loan interest                                     322,259
              Housing Development Grant loan interest                                          362,537
              Releases from reserve for replacements                                            70,199            1,557,694
                                                                                         --------------      ---------------

                                                                                                                    261,875

LESS:         Principal payments on mortgage                                                  (51,222)
              Deposits to reserve for replacements                                            (79,732)
              Payments for capital expenditures                                               ---                 (130,954)
                                                                                         --------------      ---------------




RESIDUAL RECEIPTS, as defined in the partnership agreement
     at December 31, 1995                                                                                  $        130,921
                                                                                                             ===============


</TABLE>




<PAGE>