June 27, 1997




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, 1997
       Commission File Number 0-19706


Dear Sir / Madam:

Pursuant to the  requirements  rule 901 (d) of Regulation  S-T,  enclosed is one
copy of subject report.

Very truly yours,





/s/Veronica Curioso
Veronica Curioso
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, 1997                                         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.
                     $68,928,650 as of March 31, 1997


<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, 1997


                               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-22

SIGNATURES                                                            K-23




<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.  A
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
Maiden Choice                                     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 Villas III                                  St. Croix, VI                               03/21/91
Carib Villas II                                   St. Croix, VI                               03/01/91
Whispering Trace                                  Woodstock, GA                               05/01/91
Historic 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
Harmony                                           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,  1997,  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 original investment in 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;  (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,  and 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, where the  Partnership's  ownership
interest is 95%, and Huguenot Park which is 88.6%.

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         1997             1997            1996            Subsidy*            1997
--------------------------------   ------------    -------------  ---------------  ---------------     -------------    -----------
<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      $17,552,451          None               100%

Maiden Choice Limited
 Partnership
ParkCaton
Catonsville, MD                       101          2,513,300           2,513,300        4,050,000          None               100%

Cedar Lane I, Ltd.
Cedar Lane I
London, KY                             36            288,587             288,587        1,122,677          None               100%

Silver Creek II, Ltd.
Silver Creek II
Berea, KY                              24            193,278             193,278          771,586          None               100%

Tompkins/Rosecliff, Ltd.
Rosecliff
Sanford, FL                           168          3,604,720           3,604,720        5,617,392          None                90%

Brookwood L.D.H.A.
Brookwood
Ypsilanti, MI                          81          2,373,295           2,373,295        3,042,439          None                95%

Water Oak Apartment, L.P.
Water Oak
Orange City, FL                        40            293,519             293,519        1,260,655          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          1997              1997            1996            Subsidy*            1997
-----------------------------    -------------   ----------------  -------------    --------------     -------------    ------------
<S>                                 <C>          <C>                  <C>            <C>               <C>                <C>

Yester Oaks, L.P.
Yester Oaks
Lafayette, GA                        44             319,254              319,254     1,291,670         FmHA                88%

Ocean View Apartments, L.P.
Ocean View
Fernandina Beach, FL                 42             334,177              334,177     1,371,628         None               100%

Burbank Limited Partnership I
Wheeler House
Nashua, NH                           17             300,531              300,531       713,772         Section 8          100%

Archer Village, Ltd.
Archer Village
Archer, FL                           24             171,380              171,380       711,860         FmHA                95%

The Oaks of Dunlop Farms, L.P.
Oaks of Dunlop
Colonial Heights, VA                144           2,791,280            2,791,280     4,453,719         None                99%

Timothy House Limited
 Partnership
Timothy House
Towson, MD                          112           3,064,250            3,064,250     2,572,215         None               100%

Westover Station Associates, L.P.
Westover Station
Newport News, VA                    108           1,972,947            1,972,947     2,674,741         None                94%
</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            1997              1997              1996           Subsidy*          1997
-------------------------------  --------------      -------------    -------------   ----------------   -------------   -----------
<S>                                 <C>            <C>                 <C>               <C>               <C>              <C>

Christiansted Limited Dividend
 Housing Association
Carib III
St. Croix, VI                        24              322,260             322,260         1,489,054         FmHA              92%

St. Croix II Limited Partnership
Carib II
St. Croix, VI                        20              347,680             347,680         1,407,642         FmHA              85%

Whispering Trace Apartments,
 A Limited Partnership
Whispering Trace
Woodstock, GA                        40            1,093,330           1,093,330         1,408,471         None              95%

Historic New Center Apartments
 Limited Partnership
New Center
Detroit, MI                         104            2,899,000           2,899,000         3,519,360         Section 8         90%

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         2,993,869         None              97%

Kensington Place Townhomes,
 A Limited Partnership
Pinewood Pointe
Jacksonville, FL                    136            3,153,173           3,153,173         4,053,614         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        1997                1997             1996           Subsidy*           1997
------------------------------  ------------   -------------    ---------------    ---------------   -------------   --------------
<S>                                 <C>          <C>               <C>                <C>               <C>                 <C>

Westgate Apartments Limited
 Partnership
Westgate
Bismark, ND                          60            935,893           935,893          1,389,836         None                95%

Woodlake Hills Limited
 Partnership
Woodlake Hills
Pontiac, MI                         144          4,154,670         4,154,670          3,875,742         None                94%

Bixel House, a California
 Limited Partnership
Bixel House
Los Angeles, CA                      76            710,677           710,677          1,442,282         Section 8           96%

Harmony Apartments, a California
 Limited Partnership
Magnolia Villas
North Hollywood, CA                  65          3,203,996         3,203,996          3,124,470        None                 95%

Schumaker Place Associates, L.P.
Schumaker Place
Salisbury, MD                        96          2,910,453         2,910,453          2,941,443        None                 92%

Circle Terrace Associates Limited
 Partnership
Circle Terrace
Lansdowne, MD                       303          5,811,234         5,811,234          9,962,770       Section 8             98%
                                  -------      ------------       ------------      -------------
                                   2,374      $55,520,042        $55,520,042        $86,215,358
                                  =======      ============       ============      =============
</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  original  investment in 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
original investment in 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 from  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 tax 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  March  31,  1997,  there  were  3,753  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,  1997,  1996 and 1995.  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,
                                               1997            1996            1995             1994            1993
                                            ------------    ------------    ------------    -------------    ------------
<S>                                       <C>              <C>             <C>              <C>            <C>  

Revenue                                   $    204,683     $    224,012    $    171,863     $    232,489   $     509,911
Equity in losses of Local Limited
     Partnerships                          (4,044,413)      (4,695,617)     (4,747,136)      (4,698,334)     (4,658,311)
Net loss                                   (4,337,761)      (4,952,448)     (5,110,677)      (4,982,538)     (4,714,671)
     Per Limited Partnership Unit (A)          (62.30)          (71.13)         (73.40)          (71.56)         (67.71)
Cash, cash equivalents and
     marketable securities                   3,289,694        3,342,899       3,269,031        3,605,476       6,249,982
Investment in Local Limited
     Partnerships, at original cost         56,559,793       56,559,793      56,346,293       56,226,293      53,834,379
Total assets (B)                            33,871,495       38,246,869      42,985,386       48,069,381      53,134,553
Cash Distributions                                   -                -               -                -               -
Other data:
Passive loss (C)                           (5,154,301)      (5,187,774)     (5,204,384)      (5,177,324)     (5,616,384)
     Per Limited Partnership Unit (A,C)        (74.03)          (74.51)         (74.75)          (74.36)         (80.67)
Portfolio income (C)                           281,707          350,417         233,083          379,338       1,154,692
     Per Limited Partnership Unit (A,C)           4.05             5.03            3.35             5.45           16.58
Low-Income Housing Tax Credit (C)           10,512,996       10,506,229      10,519,636       10,447,764       8,528,518
     Per Limited Partnership Unit (A,C)         150.99           150.90          151.09           150.06          122.49
Local Limited Partnership interests
     owned at end of period (D)                     27               27              27               28              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.


<PAGE>


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

Liquidity and Capital Resources

At March 31, 1997, the  Partnership  had cash and cash  equivalents of $449,567,
compared  with  $243,644 at March 31,  1996.  The  increase is  attributable  to
proceeds  from  sales  and   maturities  of  marketable   securities   and  cash
distributions received from Local Limited Partnerships,  partially offset by net
cash used for operations and purchases of marketable securities.

Approximately  $2,735,000  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, 1997, 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, 1997. 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 1996  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

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.


<PAGE>



1996 versus 1995

The  Partnership's  results  of  operations  for the year ended  March 31,  1996
resulted in a net loss of $4,952,448 as compared to a net loss of $5,110,677 for
the  same  period  in  1995.  This  improved  net  loss  position  is  primarily
attributable  to lower  general and  administrative  expenses and an increase in
investment  and other revenue.  General and  administrative  expenses  decreased
primarily because of a decrease in investor reporting  expenses.  Investment and
other revenue  increased  because of improved  returns  earned on investments in
securities during fiscal year 1996.

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement of Accounting
Standards 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. This standard requires that long-lived assets
be reviewed for recoverability.  Impairment losses are recognized when events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  The  Partnership  adopted the new standard for its year ending
March 31, 1997,  however, it had no significant effect on its financial position
or results of operations.

Low-Income Housing Tax Credits

The 1996, 1995 and 1994 Tax Credits per Unit were $150.99,  $150.90 and $151.09,
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.


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,  are existing  and  underwent  rehabilitation;
twenty-two  properties,  consisting of 1,762 units,  are new  construction.  All
properties have completed construction or rehabilitation and initial lease-up.

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, 1997, 1996 and 1995.

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.



<PAGE>



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

On November  10,  1995,  the firm of Arthur  Andersen  LLP was  dismissed as the
principal accountant to audit the registrant's financial statements.  The report
on the  financial  statements of the  registrant by Arthur  Andersen LLP for the
year ending March 31, 1995 did not contain any adverse  opinion or disclaimer of
opinion and was not  qualified or modified as to  uncertainty,  audit scope,  or
accounting  principles.  The decision to change  accountants was approved by the
Board of Directors of the General Partner of the registrant.

During the year ending  March 31, 1995 and for the  subsequent  interim  period,
April 1, 1995 through November 10, 1995, there were no disagreements with Arthur
Andersen LLP on any matter of  accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure.

The firm of Coopers & Lybrand L.L.P. has been engaged as principal accountant to
audit the registrant's financial statements.



<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 from his position on June
30, 1995.  Donna  Gibson,  a Vice  President of the  Managing  General  Partner,
resigned from her position on September 13, 1996.

The  Managing  General  Partner  was  incorporated  in  June  1989.  William  E.
Haynsworth 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

Georgia Murray                         Managing Director, Treasurer and
                                         Chief Financial Officer
Fred N. Pratt, Jr.                     Managing Director
William E. Haynsworth                  Managing Director, Vice President and
                                         Chief Operating Officer
Paul F. Coughlan                       Vice President
Peter G. Fallon, Jr.                   Vice President
Randolph G. Hawthorne                  Vice President
A. Harold Howell                       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 individual general partners of Arch Street L.P.
are Messrs. Pratt and Hawthorne.

The Managing General Partner provides day-to-day  management of the Partnership.
Compensation is discussed in Item 13 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.

Georgia  Murray,  age 46, is a graduate  of Newton  College of the Sacred  Heart
(B.A.,  1972).  She joined Boston  Financial  Management  Company in 1973 and is
currently a Senior Vice President of Boston Financial. Ms. Murray is a member of
the  Senior  Leadership  Team and Board of  Directors  and  leads  the  Property
Management division.  Previously, she led the company's Institutional Tax Credit
Team and managed Boston Financial's  Investment Real Estate and Asset Management
divisions.  Ms. Murray  currently  serves as Director of Atlantic Bank and Trust
Co.,  President  of the  Institute  for  Multi-Family  Housing,  Director of the
Investment Program Association and member of the Direct Investment  Committee of
the  Securities  Industry  Association.  Previously,  she served as the Industry
Advisor to the Management Policy Review Committee of the  Massachusetts  Housing
Finance Agency and as a commissioner of the Boston Public Facilities Department.

Fred N. Pratt, Jr., age 52, graduated  from Tufts  University and  the Amos Tuck
School of Business Administration at Dartmouth College. Mr. Pratt was one of the
original  employees of Boston  Financial  when it was  founded in late 1969.  He
currently  serves as Boston  Financial's  Chief  Executive Officer and  Chairman
of the Board of Directors of the General Partner of Boston Financial.

William E. Haynsworth,  age 57, graduated from Dartmouth College and Harvard Law
School.  Mr.  Haynsworth  was Acting  Executive  Director  of the  Massachusetts
Housing Finance Agency,  where he was also General Counsel,  prior to becoming a
Vice President of Boston Financial in 1977 and Senior Vice President in 1986. He
has also  served  as  Director  of  Non-Residential  Development  of the  Boston
Redevelopment Authority and as an associate of the law firm of Goodwin,  Procter
& Hoar in Boston.  Mr.  Haynsworth is a member of the firm's  Senior  Leadership
Team and  participates  in the  structuring of real estate  investments  and the
development of new business opportunities.

Paul F. Coughlan,  age 53, is a graduate of Brown  University  (A.B.,  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 in the Institutional Tax Credit Team.

Peter G.  Fallon,  Jr.,  age 58,  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,  and is currently a Senior Vice President and
a member of the  Investment  Real Estate  Division with  responsibility  for the
marketing of the firm's Institutional Tax Credit product.

Randolph G.  Hawthorne,  age 47, is a graduate  of  Massachusetts  Institute  of
Technology (B.S. , 1971) and Harvard Graduate School of Business (M.B.A., 1973).
He joined  Boston  Financial in 1973 and has served as Treasurer and managed the
firm's Investment Real Estate division. He is a Senior Vice President serving on
the  Investment  Acquisitions  Team  with 22 years  of  experience  in  property
acquisitions.  Mr.  Hawthorne has primary  responsibility  for structuring  real
estate investments and developing new business opportunities.  He is a member of
the Investment Committee.  He is Chairman of the National Multi Housing Council,
a past  president  of the National  Housing and  Rehabilitation  Association,  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.  A speaker at industry conferences,  he is also on the
Editorial Advisory Board of the Tax Credit Advisor.

A. Harold  Howell,  age 56,  graduated  from  Harvard  College and the Amos Tuck
School of Business  Administration at Dartmouth College. He has been employed by
Boston  Financial  since  1970.  For most of this time he has been active in the
overall administration of Boston Financial and its affiliates, but has also been
involved in other areas of its business. Mr. Howell has served as head of Boston
Financial's Property Management division and also as its Chief Financial Officer
and Chief Executive  Officer.  He currently is a Senior Vice President and is in
charge of a program being developed for properties  managed by Boston  Financial
whereby  heads-of-households who want to further their education can enroll in a
program on-site which teaches economic self  sufficiency,  computer and internet
skills,  problem  solving  skills and  related  real-world  skills.  Mr.  Howell
recently  spent a two  year  sabbatical  from  Boston  Financial  as a  Visiting
Professor  at the  Instituto  de Estudios  Superiores  de la  Empresa,  a highly
regarded  International  M.B.A.  Program in Barcelona,  Spain.  While there,  he
taught courses in business strategy and real estate finance.


Item 11.  Management Remuneration

Neither the directors or officers of Arch Street, Inc., nor 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

No person is known to the Partnership to be the beneficial owner of more than 5%
of the outstanding Units.

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,  1997.  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,  1997,  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 paragraph,  neither Arch Street, Inc., Arch
Street L.P., Boston Financial,  or 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  was  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  organization  of the  Partnership  and the
offering of Units.  The  Partnership is 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, 1997 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, 1997.


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  total  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, 1997,  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,  1997  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, 1997.

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 .343% (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, 1997 are as follows:
<TABLE>
<CAPTION>

                                                                 1997            1996             1995
                                                              ------------    ------------    ------------
     <S>                                                   <C>             <C>             <C>  

     Asset Management Fees                                 $    231,035    $    224,953    $    219,149

</TABLE>

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, 1997 are as follows:
<TABLE>
<CAPTION>

                                                                 1997            1996             1995
                                                              ------------    ------------    ------------
   <S>                                                     <C>             <C>             <C>   

   Salaries and benefits expense reimbursements            $    117,763    $    115,696    $    116,177
</TABLE>


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, 1997.



<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,
1997.

(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/William E. Haynsworth                                Date:
           William E. Haynsworth,
           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 E. Haynsworth                                Date:
           William E. Haynsworth,
           Managing Director, Vice President and
           Chief Operating Officer




     By:   /s/Fred N. Pratt, Jr.                                   Date:
           Fred N Pratt, Jr.,
           A Managing Director



<PAGE>


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, 1997
                                  Index



                                                                        Page No.

Reports of Independent Accountants
    For the years ended March 31, 1997 and 1996                            F-2
    For the year ended March 31, 1995                                      F-3

Financial Statements

    Balance Sheets - March 31, 1997 and 1996                               F-4

    Statements of Operations - Years Ended March 31, 1997,
     1996 and 1995                                                         F-5

    Statements of Changes in Partners' Equity (Deficiency) -
     Years Ended March 31, 1997, 1996 and 1995                             F-6

    Statements of Cash Flows - Years Ended March 31, 1997,
     1996 and 1995                                                         F-7

    Notes to the Financial Statements                                      F-8

Financial Statement Schedule

    Schedule III - Real Estate and Accumulated Depreciation                F-16


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  balance sheets of Boston  Financial  Qualified
Housing  Tax  Credits  L.P.  V as of March  31,  1997  and 1996 and the  related
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 the years  ended  March 31,  1997 and 1996.  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, 1997 and 1996, 83% and 87%,  respectively,  of total assets, and
for the years  ended  March 31,  1997 and 1996,  100% of equity in losses of the
Local  Limited  Partnerships,  reflected  in  the  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 provide a reasonable basis for our opinion.

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial position Boston Financial Qualified Housing Tax Credits L.P. V, as
of March 31, 1997 and 1996 and the results of its  operations and its cash flows
for the  years  ended  March  31,  1997 and 1996 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
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 20, 1997



<PAGE>






                       REPORT OF INDEPENDENT ACCOUNTANTS


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

We have audited the accompanying statements of operations,  changes in partners'
equity  (deficiency)  and cash flows of Boston Financial  Qualified  Housing Tax
Credits L.P. V (A Limited  Partnership) for the year ended March 31, 1995. 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 did not audit the  financial  statements  of certain of the Local
Limited Partnerships for the year ended March 31, 1995, the investments in which
are recorded  using the equity method of accounting  (see Note 2). The equity in
the losses of these partnerships represents 97% of the equity in the loss of the
Local Limited  Partnerships  for the year ended March 31, 1995.  Those financial
statements  were audited by other  auditors whose reports have been furnished to
us and our opinion,  insofar as it relates to the amounts included for the Local
Limited Partnerships, is based solely on the reports of other auditors.

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 and the reports of other auditors provide a reasonable
basis for our opinion.

In our  opinion,  based on our  audit and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the results of operations and cash flows of Boston Financial  Qualified  Housing
Tax Credits  L.P.  V, for the year ended  March 31,  1995,  in  conformity  with
generally accepted accounting principles.






Arthur Andersen LLP
Boston, Massachusetts
June 16, 1995




<PAGE>



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



                                                                      
                                    BALANCE SHEETS

                               March 31, 1997 and 1996
<TABLE>
<CAPTION>

                                                                       1997                    1996
                                                                 ---------------          ---------
<S>                                                              <C>                     <C>
Assets

Cash and cash equivalents                                        $       449,567         $       243,644
Investments in Local Limited Partnerships (Note 4)                    30,531,768              34,878,562
Marketable securities, at fair value (Notes 1 and 3)                   2,840,127               3,099,255
Other assets                                                              50,033                  25,408
                                                                 ---------------         ---------------
   Total Assets                                                  $    33,871,495         $    38,246,869
                                                                 ===============         ===============

Liabilities and Partners' Equity

Accounts payable to affiliate (Note 5)                           $        88,227         $        71,527
Accounts payable and accrued expenses                                     35,692                  67,883
Deferred revenue (Note 6)                                                174,357                 179,318
                                                                 ---------------         ---------------
   Total Liabilities                                                     298,276                 318,728
                                                                 ---------------         ---------------

General, Initial and Investor Limited Partners' Equity                33,615,539              37,953,300
Net unrealized losses on marketable securities                           (42,320)                (25,159)
                                                                 ---------------         ---------------
     Total Partners' Equity                                           33,573,219              37,928,141
                                                                 ---------------         ---------------
     Total Liabilities and Partners' Equity                      $    33,871,495         $    38,246,869
                                                                 ===============         ===============
</TABLE>


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

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

                                STATEMENTS OF OPERATIONS

                 For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                         1997              1996                 1995
                                                    ------------        ------------        --------
<S>                                                 <C>                 <C>                 <C>
Revenue:
   Investment (Note 3)                              $    191,349        $    146,575        $    109,711
   Other                                                  13,334              77,437              62,152
                                                    ------------        ------------        ------------
     Total Revenue                                       204,683             224,012             171,863
                                                    ------------        ------------        ------------

Expenses:
   General and administrative
     (includes reimbursements to an affiliate
     in the amounts of $117,763, $115,696
     and $116,177) (Note 5)                              237,545             225,369             275,733
   Asset management fee, related party (Note 5)          231,035             224,953             219,149
   Amortization                                           29,451              30,521              40,522
                                                    ------------        ------------        ------------
     Total Expenses                                      498,031             480,843             535,404
                                                    ------------        ------------        ------------

Loss before equity in losses
   of Local Limited Partnerships                        (293,348)           (256,831)           (363,541)

Equity in losses of Local Limited
   Partnerships (Note 4)                              (4,044,413)         (4,695,617)         (4,747,136)
                                                    ------------        ------------        ------------

Net Loss                                            $ (4,337,761)       $ (4,952,448)        $(5,110,677)
                                                    ============        ============         ===========

Net Loss allocated:
   General Partners                                 $    (43,378)       $    (49,524)       $    (51,107)
   Limited Partners                                   (4,294,383)         (4,902,924)         (5,059,570)
                                                    ------------        ------------        ------------
                                                    $ (4,337,761)        $(4,952,448)        $(5,110,677)
                                                    ============         ===========         ===========

Net Loss per Limited Partnership
   Unit (68,929 Units)                              $    (62.30)        $    (71.13)        $    (73.40)
                                                    ===========         ===========         ===========
</TABLE>


The accompanying notes are an integral part of these 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, 1997, 1996 and 1995
<TABLE>
<CAPTION>

                                                                                       Net
                                                    Initial         Investor       Unrealized
                                    General         Limited          Limited          Gains
                                    Partners       Partners         Partners        (Losses)           Total
<S>                             <C>               <C>            <C>              <C>             <C> 

Balance at March 31, 1994       $   (111,942)    $      5,000    $ 48,123,367     $    (61,175)   $ 47,955,250

Net change in net unrealized
   loss on marketable securities
   available for sale                      -                -               -           (8,566)         (8,566)

Net Loss                             (51,107)               -      (5,059,570)               -      (5,110,677)
                                ------------     ------------    ------------     ------------    ------------

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
                                =============    ============    ============     ============    ============
</TABLE>

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

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


                              STATEMENTS OF CASH FLOWS

                   For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>

                                                               1997              1996           1995
                                                           ------------     ------------    --------
<S>                                                        <C>               <C>             <C> 

Cash flows from operating activities:
   Net loss                                                $ (4,337,761)     $(4,952,448)    $(5,110,677)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships           4,044,413        4,695,617       4,747,136
     Amortization                                                29,451           30,521          40,522
     (Gain) loss on sale of marketable securities                (1,560)          (1,027)         39,464
     Increase  (decrease)  in cash arising from changes in operating  assets and
      liabilities:
       Other assets                                             (24,625)          23,217         (12,415)
       Accounts payable to affiliate                             16,700            6,016          11,091
       Accounts payable and accrued expenses                    (32,191)         (15,985)         24,157
       Deferred revenue                                          (4,961)         179,318               -
                                                           -------------    ------------    ------------
Net cash used for operating activities                         (310,534)         (34,771)       (260,722)
                                                           -------------    ------------    ------------

Cash flows from investing activities:
   Investments in Local Limited Partnerships                          -         (213,500)       (120,000)
   Purchases of marketable securities                          (755,442)      (2,462,289)     (5,707,511)
   Proceeds from sales and maturities of
     marketable securities                                      998,969        2,605,139       5,975,939
   Cash distributions received from Local Limited
     Partnerships                                               272,930          276,530          92,307
                                                           ------------     ------------    ------------
Net cash provided by investing activities                       516,457          205,880         240,735
                                                           ------------     ------------    ------------

Net increase (decrease) in cash and
   cash equivalents                                             205,923          171,109         (19,987)

Cash and cash equivalents, beginning                            243,644           72,535          92,522
                                                           ------------     ------------    ------------

Cash and cash equivalents, ending                          $    449,567     $    243,644    $     72,535
                                                           ============     ============    ============

</TABLE>


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

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


                        NOTES TO THE 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  consisting of Arch Street V, Inc. and certain
officers  and  stockholders  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, 1997, the Managing General Partner has designated  approximately  $2,735,000
of marketable securities as such Reserves.

2.   Significant Accounting Policies

Basis of Presentation

The Partnership accounts for its investments in Local Limited Partnerships 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. In the event that a Local Limited Partnership with a
carrying value of zero distributes cash to the Partnership,  the distribution is
recorded  as  revenue  on the  books  of  the  Partnership  in the  accompanying
financial statements.

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.

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


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


                    NOTES TO THE FINANCIAL STATEMENTS (Continued)

2.  Significant Accounting Policies (continued)

Basis of Presentation (continued)

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.

The General  Partners  have  decided to report the results of the Local  Limited
Partnerships 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 financial
statements is as of December 31, 1996, 1995 and 1994.

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 FINANCIAL STATEMENTS (CONTINUED)

2.   Significant Accounting Policies (continued)

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement of Accounting
Standards 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. This standard requires that long-lived assets
be reviewed for recoverability.  Impairment losses are recognized when events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  The  Partnership  adopted the new standard for its year ending
March 31, 1997,  however,  it did not have a significant effect on the financial
position or results of operations.

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                                  $ 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
                                             ===========        ========         =========       ===========

Debt securities issued by the US
   Treasury and other US
   government corporations and agencies      $ 2,941,472        $  3,462         $ (31,743)      $ 2,913,191

Mortgage backed securities                       139,230           3,428                 -           142,658

Other debt securities                             43,712               -              (306)           43,406
                                             -----------        --------         ---------       -----------

Marketable securities at March 31, 1996      $ 3,124,414        $  6,890         $ (32,049)      $ 3,099,255
                                             ===========        ========         =========       ===========
</TABLE>

The contractual maturities at March 31, 1997 are as follows:
<TABLE>
<CAPTION>
                                                                                                Fair
                                                                            Cost                Value
<S>                                                                      <C>                 <C>  

Due in one year or less                                                  $   396,974         $   395,120
Due in one year to five years                                              2,249,719           2,209,114
Mortgage backed securities                                                   235,754             235,893
                                                                         -----------         -----------
                                                                         $ 2,882,447         $ 2,840,127
</TABLE>

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 $999,000,  $2,605,000 and $5,976,000
for the years ended March 31,  1997,  1996 and 1995,  respectively.  Included in
investment  income are gross  gains of $2,951 and gross  losses of $1,391  which
were realized on the sales during the year ended March 31, 1997,  gross gains of
$13,257 and gross losses of $12,230  which were realized on the sales during the
year ended March 31, 1996 and gross gains of $8,115 and gross  losses of $47,579
which were realized on the sales during the year ended March 31, 1995.


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


                        NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

4.   Investments in Local Limited Partnerships

The   Partnership  has  acquired   interests  in   twenty-seven   Local  Limited
Partnerships which own and operate 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 at March
31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>


                                                              1997              1996            1995
                                                          -------------     ------------    --------
<S>                                                         <C>              <C>             <C>  

Capital contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
   Partnerships                                             $55,520,042      $55,491,515     $55,278,015

Cumulative equity in losses of Local Limited
   Partnerships (excluding unrecognized losses
    of $2,143 in 1997)                                      (25,141,481)     (21,097,068)    (16,401,451)

Cumulative cash distributions received
   from Local Limited Partnerships                             (731,163)        (458,233)       (181,703)
                                                          -------------     ------------    ------------

Investments in Local Limited Partnerships
  before adjustment                                          29,647,398       33,936,214      38,694,861

Excess of investment cost over the underlying net assets acquired:

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

    Accumulated amortization of acquisition
    fees and expenses                                          (155,381)        (125,930)        (95,409)
                                                          -------------     ------------    ------------

Investments in Local Limited Partnerships                   $30,531,768      $34,878,562     $39,667,730
                                                            ===========      ===========     ===========
</TABLE>






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


                       NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

4.   Investments in Local Limited Partnerships (continued)

Summarized financial information, as of December 31, 1996, 1995 and 1994 (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  in  which  the  Partnership  has  invested  as of that  date is as
follows:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>
                                                         1996               1995                 1994
                                                   ---------------     ---------------    -----------
<S>                                                <C>                 <C>                <C> 

Assets:
   Investment property, net                        $   119,404,292     $   124,034,671    $   128,643,459
   Current assets                                        3,109,145           3,233,198          3,657,076
   Other assets                                          5,944,574           6,000,099          5,316,718
                                                   ---------------     ---------------    ---------------
     Total Assets                                  $   128,458,011     $   133,267,968    $   137,617,253
                                                   ===============     ===============    ===============

Liabilities and Partners' Equity:
   Long-term debt                                  $    85,520,204     $    86,578,579    $    79,451,985
   Current liabilities (including current portion
     of long-term debt)                                  7,141,058           6,037,081         11,390,414
   Other liabilities                                     1,389,432           1,553,129          3,523,781
                                                   ---------------     ---------------    ---------------
     Total Liabilities                                  94,050,694          94,168,789         94,366,180

Partnership's Equity                                    29,528,552          33,857,070         38,008,462
Other Partners' Equity                                   4,878,765           5,242,109          5,242,611
                                                   ---------------     ---------------    ---------------
   Total Liabilities and Partners' Equity          $   128,458,011     $   133,267,968                  $ 137,617,253
                                                   ===============     ===============                  =============


Summarized Income Statements - for the years ended December 31,


Rental and other income:                            $   14,377,262       $  14,078,555    $    14,123,399
                                                    --------------       -------------    ---------------

Expenses:
   Operating                                            7,389,143            7,301,056         7,812,262
   Interest                                             6,159,027            6,683,070         5,973,082
   Depreciation and amortization                        4,970,595            4,896,252         5,198,572
                                                    -------------        -------------    --------------
     Total Expenses                                    18,518,765           18,880,378        18,983,916
                                                    -------------        -------------    --------------

     Net Loss                                       $  (4,141,503)       $  (4,801,823)   $   (4,860,517)
                                                    =============        =============    ==============

Partnership's share of Net Loss                     $  (4,046,556)       $  (4,695,617)   $   (4,747,136)
                                                    =============        =============    ==============

Other Partners' share of Net Loss                   $     (94,947)       $    (106,206)   $     (113,381)
                                                    =============        =============    ==============
</TABLE>

For the year ended March 31, 1997, the Partnership has not recognized  $2,143 of
equity in losses of Local  Limited  Partnerships  relating to one Local  Limited
Partnership where cumulative equity in losses exceeded its total investment.

The  Partnership's  equity as reflected  by the Local  Limited  Partnerships  of
$29,528,552  differs  from  the  Partnership's   Investments  in  Local  Limited
Partnerships  before  adjustment  of  $29,647,398  principally  because:  a) the
Partnership  has not  recognized  $2,143 of  equity  in loss of a Local  Limited
Partnership   whose  equity  in  losses  exceeded  its  total   investment;   b)
distributions made by Local Limited  Partnerships during the quarter ended March
31, 1997 are not reflected in the December 31, 1996 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.

On March 1, 1997, the local general partner of Burbank L.P. I ("Burbank"), which
owns Wheeler House, a property in which the Partnership  has invested,  withdrew
as general  partner.  On this date,  Boston Financial GP-1, LLC, an affiliate of
the Partnership, was admitted as general partner.
As such,  the  Partnership  and its  affiliate  are deemed to have  control over
Burbank.


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



                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5.   Transactions with Affiliates

An affiliate of the Managing General Partner currently  receives the base amount
of .343% (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 $231,035, $224,953 and $219,149 for the years ended March 31,
1997, 1996 and 1995, respectively,  have been included in expenses.  Included in
accounts  payable  to  affiliate  at March  31,  1997 and 1996 are  $59,177  and
$57,286,  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,  1997,  1996 and 1995 are  $117,763,
$115,696 and $116,177, 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,  1997 and 1996 are  $29,050  and  $14,241,
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 $15,305, $11,837 and $11,986 respectively, of fees paid
to LMC for the years ended December 31, 1996, 1995 and 1994.

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 has invested. The management fee charged to
the property is 5% of property gross revenues. Included in operating expenses in
the  summarized  income  statements  in Note 4 to the financial  statements  are
$37,497, $42,852 and $41,220, respectively, of fees earned by BFPM for the years
ended December 31, 1996, 1995 and 1994.

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
$24,561,  $21,336 and $18,852 of fees earned by LMC for the years ended December
31, 1996, 1995 and 1994.


6.   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.  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, 1997,  $55,000 has been released to the
Partnership.  The  balance of the  Supplemental  Reserve is included in cash and
cash equivalents.


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


                   NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

7.   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 tax 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.

8.   Federal Income Taxes


A  reconciliation  of the loss reported in the  Statements of Operations for the
years  ended March 31, 1997,  1996 and  1995 to  the  loss  reported for federal
income tax  purposes for the  years ended December 31, 1996, 1995 and 1994 is as
follows:
<TABLE>
<CAPTION>

                                                               1997              1996           1995
                                                           ------------     ------------    --------
<S>                                                         <C>              <C>             <C>   

Net Loss per Statement of Operations                        $(4,337,761)     $(4,952,448)    $(5,110,677)

Adjustment for equity in losses of Local Limited
   Partnerships for financial reporting purposes
   over (under) equity in losses for tax purposes              (557,946)         115,395        (304,548)

Adjustment to reflect March 31, fiscal year-end
   to December 31, tax year-end                                 (46,742)          28,653         (50,665)

Related party expenses not paid in current year,
   not deductible for tax purposes                              114,572           55,889          54,420

Related party expenses paid in current year but
   expensed for book purposes in prior year                     (55,889)         (54,420)        (52,989)

Adjustment for accelerated amortization
   for tax purposes over amortization
   for financial reporting purposes                             (10,828)          (8,426)         (8,429)

Forgiveness of indebtedness recognized
   by a Local Limited Partnership for
   tax purposes                                                       -                -         501,587

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

Net Loss for federal income tax
   purposes                                                $ (4,872,594)    $ (4,837,357)   $ (4,971,301)
                                                           ============     ============    ============
</TABLE>

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 return  purposes;  (ii) the  amortization of acquisition fees for tax return
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 return purposes
at  December  31,  1996;   and  (iv)   organizational   and  offering  costs  of
approximately  $9,499,985 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
Schedule III - Real Estate and  Accumulated  Depreciation  of Property  Owned by
Local Limited Partnerships in which Registrant has invested at March 31, 1997
<TABLE>
<CAPTION>


                                                         COST AT INTEREST ACQUISITION DATE
                                                         ----------------------------------
                                                                                           NET IMPROVEMENTS
                               NUMBER        TOTAL                                            CAPITALIZED
                                 OF          ENCUM-                        BUILDING AND      SUBSEQUENT TO
         DESCRIPTION            UNITS      BRANCES *          LAND         IMPROVEMENTS       ACQUISITION

Low and Moderate
Income Apartment Complexes
<S>                                 <C>      <C>              <C>              <C>               <C> 

Strathern Park/Lorne Park           241      $17,552,451      $4,369,500       $10,513,639       $10,993,326
  Los Angeles, CA
Maidens Choice                      101        4,050,000         807,791         2,013,769         3,391,316
  Baltimore, MD
Cedar Lane                           36        1,122,677          40,000         1,375,512            11,854
  London, KY
Silver Creek                         24          771,586          20,000           946,812                 0
  Berea, KY
Rosecliff                           168        5,617,392       1,200,000         3,304,950         4,578,797
  Orlando, FL
Brookwood                            81        3,042,439          91,470           344,580         4,519,699
  Ypsilanti Township, MI
Water Oak                            40        1,260,655          98,058         1,467,944             4,343
  Orange City, FL
Yester Oaks                          44        1,291,670          47,105         1,574,145             2,489
  Lafayette, GA
Ocean View                           42        1,371,628         112,620         1,600,421             7,347
  Ferandina Beach, FL
Wheeler House                        17          713,772          42,000         1,139,412            25,527
  Nashua, NH
Archer Village                       24          711,860          40,000           861,288            38,869
  Archer, FL
Oaks of Dunlop                      144        4,453,719         631,959         6,492,444           109,440
  Colonial Heights, VA
Timothy House                       112        2,572,215          11,638         6,344,664           396,246
  Towson, MD
Westover Station                    108        2,674,741         305,645         4,299,613             3,757
  Newport News, VA
Carib Villas III                     24        1,489,054         107,582         1,802,466             2,764
  St. Croix, VI
Carib Villas II                      20        1,407,642          57,720         1,787,528             2,764
  St. Croix, VI
Whispering Trace                     40        1,408,471         218,000         2,413,145         (486,409)
  Woodstock, GA
New Center                          104        3,519,360          79,652         3,534,776         2,930,224
  Detroit, MI
Huguenot Park                        24        1,400,000          83,000         2,088,664                 0
  New Paltz, NY
Hillwood Pointe                     100        2,993,869         454,185         5,103,711             1,459
  Jacksonville, FL
Pinewood Pointe                     136        4,053,614         555,093         6,809,808           445,908
  Jacksonville, FL
Westgate                             60        1,389,836         215,168         2,152,519            22,471
  Bismark, ND
Woodlake Hills                      144        3,875,742         233,690         6,481,250         2,386,284
  Pontiac, MI
Bixel House                          76        1,442,282         190,746         2,294,879            50,061
  Los Angeles, CA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                         COST AT INTEREST ACQUISITION DATE
                                                         ----------------------------------
                                                                                           NET IMPROVEMENTS
                               NUMBER        TOTAL                                            CAPITALIZED
                                 OF          ENCUM-                        BUILDING AND      SUBSEQUENT TO
         DESCRIPTION            UNITS      BRANCES *          LAND         IMPROVEMENTS       ACQUISITION

Low and Moderate
Income Apartment Complexes
<S>                                  <C>     <C>              <C>              <C>               <C>   


Harmony                              65        3,124,470               0         7,020,696           117,826
  North Hollywood, CA
Schumaker Place                      96        2,941,443         531,776         1,627,716         3,603,531
  Salisbury, MD
Circle Terrace                      303        9,962,770               0         7,884,733         8,495,063
  Lansdown, MD
                              -------------------------------------------------------------------------------

                                  2,374      $86,215,358     $10,544,398       $93,281,084       $41,654,956
                              ===============================================================================

</TABLE>


<PAGE>

<TABLE>
<CAPTION>




                            GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31,              LIFE ON
                                                1996
                          --------------------------------------------------
                                                                                        WHICH
                                                                                          DEPRECIATION
                                            BUILDING AND        ACCUMULATED   DATE   IS COMPUTED    DATE
       DESCRIPTION           LAND     IMPROVEMENTS    TOTAL     DEPRECIATION BUILT     (YEARS)    ACQUIRED
       -----------           ----     ------------    -----     ------------ -----     -------    --------
Low and Moderate
Income Apartment Complexes
<S>                        <C>         <C>          <C>          <C>          <C>      <C>        <C>

Strathern Park/Lorne Park  $5,889,320  $19,987,145  $25,876,465  $4,438,048   1991     various    07/05/90
  Los Angeles, CA
Maidens Choice                807,791    5,405,085    6,212,876   1,193,185   1991     various    08/17/90
  Baltimore, MD
Cedar Lane                     40,000    1,387,366    1,427,366     269,462   1991     various    09/10/90
  London, KY
Silver Creek                   20,000      946,812      966,812     189,935   1990     various    08/15/90
  Berea, KY
Rosecliff                   1,120,000    7,963,747    9,083,747   1,856,102   1991     various    09/18/90
  Orlando, FL
Brookwood                      79,178    4,876,571    4,955,749     984,488   1992     various    10/01/90
  Ypsilanti Township, MI
Water Oak                      98,058    1,472,287    1,570,345     315,058   1991     various    01/01/91
  Orange City, FL
Yester Oaks                    47,105    1,576,634    1,623,739     349,631   1991     various    01/01/91
  Lafayette, GA
Ocean View                    112,620    1,607,768    1,720,388     366,864   1991     various    01/01/91
  Ferandina Beach, FL
Wheeler House                  42,000    1,164,939    1,206,939     225,657   1991     various    01/01/91
  Nashua, NH
Archer Village                 40,000      900,157      940,157     209,079   1991     various    01/01/91
  Archer, FL
Oaks of Dunlop                631,959    6,601,884    7,233,843   1,711,138   1991     various    01/01/91
  Colonial Heights, VA
Timothy House                  11,638    6,740,910    6,752,548     883,228   1992     various    03/05/91
  Towson, MD
Westover Station              305,645    4,303,370    4,609,015     724,351   1991     various    03/30/91
  Newport News, VA
Carib Villas III              239,009    1,673,803    1,912,812     401,707   1992     various    03/21/91
  St. Croix, VI
Carib Villas II               197,195    1,650,817    1,848,012     386,389   1991     various    03/01/91
  St. Croix, VI
Whispering Trace              218,000    1,926,736    2,144,736     562,439   1990     various    05/01/91
  Woodstock, GA
New Center                     96,116    6,448,536    6,544,652   1,164,004   1992     various    06/27/91
  Detroit, MI
Huguenot Park                  83,000    2,088,664    2,171,664     435,847   1991     various    06/26/91
  New Paltz, NY
Hillwood Pointe               454,185    5,105,170    5,559,355   1,121,626   1991     various    07/19/91
  Jacksonville, FL
Pinewood Pointe               555,093    7,255,716    7,810,809   1,569,667   1991     various    07/31/91
  Jacksonville, FL
Westgate                      236,689    2,153,469    2,390,158     421,740   1991     various    07/25/91
  Bismark, ND
Woodlake Hills                187,588    8,913,636    9,101,224   1,092,535   1992     various    08/01/91
  Pontiac, MI
Bixel House                   190,746    2,344,940    2,535,686     656,472   1991     various    07/31/91
  Los Angeles, CA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31,              
                                                1996
                          --------------------------------------------------           LIFE ON
                                                                                        WHICH
                                                                                    DEPRECIATION
                                            BUILDING AND        ACCUMULATED   DATE   IS COMPUTED    DATE
       DESCRIPTION           LAND     IMPROVEMENTS    TOTAL     DEPRECIATION BUILT     (YEARS)    ACQUIRED
       -----------           ----     ------------    -----     ------------ -----     -------    --------

Low and Moderate
Income Apartment Complexes
<S>                       <C>         <C>         <C>           <C>           <C>      <C>        <C>


Harmony                             0    7,138,522    7,138,522   1,596,510   1991     various    07/31/91
  North Hollywood, CA
Schumaker Place               536,153    5,226,870    5,763,023     581,838   1992     various    09/20/91
  Salisbury, MD
Circle Terrace              1,104,269   15,275,527   16,379,796   2,369,146   1993     various    12/06/91
  Lansdown, MD
                          --------------------------------------------------

                          $13,343,357 $132,137,081 $145,480,438 $26,076,146
                          ==================================================

</TABLE>


(1) The  aggregate  cost for  Federal  Income Tax  purposes is  approximately  $
145,480,000.

                  * 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 9.75% to 12%. The Partnership has not guaranteed any of
                    these mortgage notes payable.



<PAGE>

<TABLE>
<CAPTION>


Summary of property owned and accumulated depreciation:

Property Owned December 31, 1996                               Accumulated Depreciation December 31, 1996
-----------------------------------------------------------    -------------------------------------------
<S>                               <C>         <C>              <C>                            <C>   

Balance at beginning of                       $145,304,421     Balance at beginning of         21,269,750
period                                                         period
  Additions during period:                                       Additions during period:
     Other acquisitions              13,520                         Depreciation                4,806,396
                                                                                        ------------------
     Improvements etc.              162,497                    Balance at close of            $26,076,146
                                                               period
                              --------------                                            ==================
                                                   176,017
  Deductions during period:
     Cost of real estate sold             0
     Reclassification to                  0
intangible assets
                              --------------
                                                         0
                                            ---------------
Balance at close of period                    $145,480,438
                                            ===============


Property Owned December 31, 1995                               Accumulated Depreciation December 31, 1995
-----------------------------------------------------------    -------------------------------------------
Balance at beginning of                       $145,215,379     Balance at beginning of         16,571,920
period                                                         period
  Additions during period:                                       Additions during period:
     Other acquisitions              27,195                         Depreciation                4,697,830
                                                                                        ------------------
     Improvements etc.              131,065                    Balance at close of            $21,269,750
                                                               period
                              --------------                                            ==================
                                                   158,260
  Deductions during period:
     Cost of real estate sold      (69,218)
     Reclassification to                  0
intangible assets
                              --------------
                                                  (69,218)
                                            ---------------
Balance at close of period                    $145,304,421
                                            ===============


Property Owned December 31, 1994                               Accumulated Depreciation December 31, 1994
-----------------------------------------------------------    -------------------------------------------
Balance at beginning of                       $145,650,432     Balance at beginning of        $11,565,575
period                                                         period
  Additions during period:                                       Additions during period:
     Other acquisitions              31,594                         Depreciation                5,006,345
                                                                                        ------------------
     Improvements etc.               37,945                    Balance at close of            $16,571,920
                                                               period
                              --------------                                            ==================
                                                    69,539
  Deductions during period:
     Cost of real estate sold     (504,592)
     Reclassification to                  0
intangible assets
                              --------------
                                                 (504,592)
                                            ---------------
Balance at close of period                    $145,215,379
                                            ===============

</TABLE>
<PAGE>

             
  






                        Supplement No. 11 to the Prospectus
                                dated March 2, 1990

 Previously filed with the Securities and Exchange Commission on August 5, 1991.
<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, 1997
                    Reports of Independent Auditors

[Letterhead]

[LOGO]
JOHN J. LEHOTAN

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

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]
JOHN J. LEHOTAN

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, 1994 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, 1994 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 14, 1995
<PAGE>


<PAGE>



<PAGE>



<PAGE>


<PAGE>
[Letterhead]

[LOGO]
NANAS, STERN, BIERS, NEINSTEIN AND CO.

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.

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>



<PAGE>


<PAGE>
[Letterhead]

[LOGO]
NANAS, STERN, BIERS, NEINSTEIN AND CO.

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, 1994 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, 1994 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 20,1995

<PAGE>


<PAGE>


<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>


<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, 1994,  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.
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, 1994, 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 28
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.


/s/Reznick Fedder & Silverman
Baltimore, Maryland
January 11, 1995


<PAGE>


<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                  Rural Econmic and Community 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, 1995 and 1994
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
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, 1995 and 1994, 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 1, 1996 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

February 1, 1996


<PAGE>


<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]
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,  1995  and  1994  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, 1995 and 1994, 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

February 2, 1996


<PAGE>


<PAGE>
[Letterhead]

[LOGO]
Deloitte & Touche LLP

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

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>


<PAGE>
[Letterhead]

[LOGO]
Deloitte & Touche LLP

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, 1994, 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  positions of  Tomkins/Rosecliff,  Ltd. (a
Florida  Limited  Partnership)  as of December 31, 1994,  and the results of its
operations  and its cash  flow  for the  year  then  ended  in  conformity  with
generally accepted accounting principles.


/s/Deloitte & Touche LLP


February 10, 1995


<PAGE>


<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>


<PAGE>
[Letterhead]

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

January 18, 1995

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, 1994,  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 position of Brookswood  L.D.H.A.  Limited
Partnership  at December 31, 1994 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental data on pages 10 through
12 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, 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,
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       -1-
<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,
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
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 VHDA Project Number 90-0300-C
as of December  31,  1995and 1994 and the results of its  operations  changes in
partners'  equity,  and cash flow for the years  then ended in  conformity  with
generally accepted accounting principles.

  The  accompanying  supplementary  information  (shown  on  pages  10 to 13) 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, 1996       -1-


<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]

[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, 1994 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, 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.

<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 trough 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.

        /s/Reznick Fedder & Silverman

Baltimore, Maryland                Federal Employer
January 12, 1995                         Identification Number:
                                                     52-1088612
Audit Principal:  William T. Riley, Jr.
[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

Wilfore & Wynn
A Professional Corporation
Certified Public Accountants

INDEPENDENT AUDITORS REPORT

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


We have audited the accompanying  balance sheets of Westover Station  Associates
L.P. as of December 31, 1995 and 1994 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  positions of Westover Station Associates,
L.P. at of December 31, 1995 and 1994, and the results of its operations and its
cash flows for the years then  ended,  in  conformity  with  generally  accepted
accounting principles.

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 7, 1996        (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 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>
[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 15, 1996
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, 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 Christiansted Limited Dividend
Housing  Association  Limited  Partnership as of December 31, 1995 and 1994, and
the  results  of its  operations  and its cash flow for the year  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]

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, 1996
St. Croix II. Limited Partnership

We have  audited  the  accompanying  balance  sheet  of St.  Croix  II,  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 St.  Croix  II,  Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash flow for the year then ended in conformity with generally  accepted
accounting principles.

/s/Kirshner Huton Perlin, P.C.
<PAGE>
[Letterhead]

[LOGO]
KPMG Peat Marwick LLP




           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




           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, 1995 and 1994, 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, 1995 and 1994,  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 9, 1996

<PAGE>
[Letterhead]

[LOGO]
KPMG Peat Marwick LLP




           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




           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,  1995 and  1994,  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,  1995 and 1994 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 2, 1996
<PAGE>
[Letterhead]

[LOGO]
KPMG Peat Marwick LLP




           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]
KPMG Peat Marwick LLP




           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,  1995 and  1994,  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,  1995 and 1994 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 9, 1996
<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]
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, 1994 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, 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/Reznick Fedder & Silverman

Bethesda, Maryland
January 28, 1995
<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,  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
Bixel House
Los Angeles, California

      I have  audited  the  accompanying  balance  sheet  of  Bixel  House as of
December  31,  1994,  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,  1994,  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 3, 1995
<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]
              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,  1994,  and the  related  statements  of  operations,  changes  in
partners,  capital,  and cash flows for the year ended  December 31,  1994.  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, 1994,  and the results of its operations and its cash flows for the
year ended December 31, 1994 in conformity  with generally  accepted  accounting
principles.

/s/Suarez Accountancy Corporation
Certified Public Accountant


San Pedro, California
February 13, 1995
<PAGE>
[Letterhead]

[LOGO]
Halbert, Katz & Co., P.C.

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]
Halbert, Katz & Co., P.C.

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, 1995 and December 31, 1994 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
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 Schumaker Place Associates,
L.P.  as of  December  31,  1995 and  December  31,  1994 and the results of its
operations, changes in partners' capital (capital deficiency) and its cash flows
for the year then  ended,  in  conformity  with  generally  accepted  accounting
principles.

In accordance  with Government  Auditing  Standards we have also issued a report
dated January 30, 1996 on our consideration of Schumaker Place Associates,  L.P.
`s, internal control structure.

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 13) 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, 1996
<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
Circle Terrace Associates
 Limited Partnership

We have audited the  accompanying  balance  sheet of Circle  Terrace  Associates
Limited Partnership as of December 31, 1994 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, 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.
<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 25 trough 30
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.


        /s/Reznick Fedder & Silverman

Baltimore, Maryland                Federal Employer
January 25, 1995                         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  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 Ocean View  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

Atalnta, Georgia
February 1, 1996
<PAGE>
[Letterhead]

[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS REPORT

To the Partners
Water Oaks Apartments, L.P.

We have audited the accompanying balance sheet of Water Oaks Apartments, L.P. [a
Limited Partnership] Project No.  09-64-581801555, as  of December 31, 1994  and
1993, 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 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, L.P. as
of  December  31, 1994 and 1993 and the  results of its  operations,  changes in
partners'  equity and its cash flow for the years 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  supporting  information  in this  report  is
presented for the purpose 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  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/Habif, Arogeti & Wynne

Atlanta, Georgia
February 1, 1995



<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
Archer Village, Ltd.

We have audited the  accompanying  balance  sheet of Archer  Village,  Ltd.,RECD
Project No.  09-001-267869575 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. The financial  statements of Archer Village,  Ltd. for the year ended
December 31, 1994 were audited by other auditors whose report, dated February 1,
1995, 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 Archer Village,  Ltd., RECD
Project  No.  09-001-267869575  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 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 Ocean View  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

Atalnta, Georgia
February 1, 1996

<PAGE>
[Letterhead]

[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS REPORT

To the Partners
Archer Village, Ltd..

We have audited the accompanying  balance sheet of Archer Village Ltd.[a Limited
Partnership] Project No. 09-001-0267869575 as of December 31, 1994 and 1993, 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.

Except as  discussed in the  following  paragraph,  we  conducted  our audits in
accordance with generally  accepted auditing  standards and Government  Auditing
Standards,  issued  by the  Comptroller  General  of the  United  States.  Those
standards  require  that we plan and  perform  the  audit to  obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
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.

We did  not  obtain  sufficient  documentation  of the  operating  property  and
accumulated  depreciation for the period prior to January 1, 1991.  Therefore we
were  unable to form an opinion  regarding  the  amounts at which the  operating
property and accumulated  depreciation are recorded in the accompanying  balance
sheet at  December  31,  1994 and 1993  (stated at  $935,234  and  $934,505  and
$146,848 and $116,529,  respectively), or the amount of depreciation expense for
the years ended (stated at $30,319 and $30,232, respectively).

In our  opinion,  except for the effects of such  adjustments,  if any, as might
have been determined to be necessary had we obtained sufficient documentation of
the  operating  property and  accumulated  depreciation  for the period prior to
January 1, 1991,  the financial  statements  referred to in the first  paragraph
fairly,  in all material  respects,  the financial  positions of Archer  Village
Ltd.. as of December 31, 1994 and 1993 and the results of its operations and its
cash  flow for the  years  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  supporting  information  in this  report  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.

        /s/Habif, Arogeti & Wynne

Atlanta, Georgia
February 1, 1995






<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
Ocean View Apartments, L.P.

We have  audited  the  accompanying  balance  sheet  of Ocean  View  Apartments,
L.P..,RECD  Project No.  09-45-581801553 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 Ocean View Apartments
, L.P..  for the year ended  December  31, 1994 were  audited by other  auditors
whose report dated February 1, 1995,  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 Ocean View Apartments,  L.P.,
RECD Project No.  09-45-581801553 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 Ocean View  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

Atalnta, Georgia
February 1, 1996


<PAGE>
[Letterhead]

[LOGO]
Habif, Arogeti & Wynne, P.C.

INDEPENDENT AUDITORS REPORT

To the Partners
Ocean View Apartments, L.P.

We have audited the accompanying balance sheet of Ocean View Apartments, L.P. [a
Limited Partnership]  Project No.  09-045-0581801553 as of December 31, 1994 and
1993, 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 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 Ocean View Apartments, L.P. as
of  December  31, 1994 and 1993 and the  results of its  operations,  changes in
partners'  equity and its cash flow for the years 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  supporting  information  in this  report  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.

        /s/Habif, Arogeti & Wynne

Atlanta, Georgia
February 1, 1995

<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]

[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,  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. The financial statements of Yester Oaks
, L.P..  for the year ended  December  31, 1994 were  audited by other  auditors
whose report dated February 1, 1995,  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 Yester Oaks,  L.P..,  RECD
Project No.  11046-0581814319  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 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 Ocean View  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

Atalnta, Georgia
February 1, 1996
<PAGE>


<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>

[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, 1994, and the related  statements of
income (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>


                             Annual Report on Form 10-K
                         For The Year Ended March 31, 1997
                          Audited Financial Statements of
                            Local Limited Partnerships


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>











<PAGE>