June 29, 2001




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, 2001
       File Number 0-19706


Dear Sir / Madam:

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

Very truly yours,



/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller



QH510K-K


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the fiscal year ended         March 31, 2001
                          -----------------------------------------------
                                       OR

[  ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from               to
                               ------------     -------------------------

                         Commission file number 0-19706

            Boston  Financial Qualified Housing Tax Credits L.P. V
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Massachusetts                                        04-3054464
-----------------------------------------             ------------------------
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                          Identification No.)

 101 Arch Street, Boston, MA                                02110-1106
--------------------------------------              ------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code           (617) 439-3911
                                                   --------------------------
Securities registered pursuant to Section 12(b) of the Act:
                                                      Name of each exchange on
          Title of each class                           which registered
          -------------------                      ---------------------------

                None                                          None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                    Yes X No

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

State the aggregate sales price of partnership units held by non-affiliates of
the registrant.

                        $60,904,650 as of March 31, 2001


<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:

     "Investment objectives and Policies -
      Principal Investment Policies"                   Part I, Item 1

     "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, 2001


                                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-14
     Item 7A.     Quantitative and Qualitative Disclosures about
                  Market Risk                                            K-17
     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-19
     Item 13      Certain Relationships and Related Transactions         K-19
     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.
Accordingly, 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. A more detailed
discussion of these investment objectives, along with the risks in achieving
them, is contained in the section of the prospectus entitled "Investment
Objectives and Policies - Principal Investment Policies" which is herein
incorporated by this reference.

Table A on the following page lists the Properties originally acquired by the
Local Limited Partnerships in which the Partnership has invested. Item 7 of this
Report contains other significant information with respect to the 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


                                                                    Date
   Properties Owned by Local                                      Interest
      Limited Partnerships                    Location            Acquired
---------------------------------      -----------------------  --------------

Strathern Park/Lorne Park (1)*       Los Angeles, CA            07/05/90
Park Caton                           Catonsville, MD            08/17/90
Cedar Lane I                         London, KY                 09/10/90
Silver Creek II                      Berea, KY                  08/15/90
Rosecliff                            Sanford, FL                09/18/90
Brookwood                            Ypsilanti, MI              10/01/90
Oaks of Dunlop                       Colonial Heights, VA       01/01/91
Water Oak                            Orange City, FL            01/01/91
Yester Oaks                          Lafayette, GA              01/01/91
Ocean View                           Fernandina Beach, FL       01/01/91
Wheeler House (2)                    Nashua, NH                 01/01/91
Archer Village                       Archer, FL                 01/01/91
Timothy House                        Towson, MD                 03/05/91
Westover Station                     Newport News, VA           03/30/91
Carib III                            St. Croix, VI              03/21/91
Carib II                             St. Croix, VI              03/01/91
Whispering Trace                     Woodstock, GA              05/01/91
New Center                           Detroit, MI                06/27/91
Huguenot Park*                       New Paltz, NY              06/26/91
Hillwood Pointe                      Jacksonville, FL           07/19/91
Pinewood Pointe                      Jacksonville, FL           07/31/91
Westgate                             Bismark, ND                07/25/91
Woodlake Hills                       Pontiac, MI                08/01/91
Bixel House                          Los Angeles, CA            07/31/91
Magnolia Villas                      North Hollywood, CA        07/31/91
Schumaker Place                      Salisbury, MD              09/20/91
Circle Terrace                       Lansdowne, MD              12/06/91

*    The Partnership's interest in profits and losses of each Local Limited
     Partnership arising from normal operations is 99%, except for a 95%
     interest in Strathern Park/Lorne Park Apartments and an 88.55% 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.

(2)  The Partnership no longer has an interest in this Local Limited
     Partnership.


<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, 2001, the following Local Limited  Partnerships
have a common Local General  Partner or affiliated  group of Local General
Partners  accounting  for  the  specified  percentage  of  the  capital
contributions  to  Local  Limited Partnerships:  (i) Timothy House Limited
Partnership and Maiden Choice Limited  Partnership,  representing  10.07%,
have Shelter Development Corp. as Local General Partner;  (ii) Cobblestone Place
Townhomes,  A Limited Partnership, Kensington  Place  Townhomes,  A Limited
Partnership  and  Whispering  Trace  Apartments,  A Limited  Partnership,
representing  11.92%,  have  Flournoy  Development  Co. as Local General
Partner;  (iii) Silver Creek II, Ltd. and Cedar Lane I, Ltd.,  representing
0.87%,  have  Robinson A.  Williams  as Local  General  Partner;  (iv) Water Oak
Apartment,  L.P.,  Yester Oaks, L.P., Archer Village,  Ltd. and Ocean View
Apartments,  L.P.,  representing  2.02%, have Seals & Associates,  Inc. &
E. Lamar Seals as Local General  Partners;  (v) Bixel House, A California
Limited Partnership and Harmony  Apartments,  A California Limited  Partnership,
representing 7.07%, have Julian Weinstock Construction  Co., Inc. as Local
General  Partner;  and (vi) St. Croix II Limited  Partnership  and
Christiansted Limited Dividend Housing  Association,  representing 1.21%,
have First Centrum Corp. as Local General Partner.  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 cannot be predicted at this time. Such factors
include general economic and real estate market conditions, both on a national
basis and in those areas where the Properties are located, the availability and
cost of borrowed funds, real estate tax rates, operating expenses, energy costs
and government regulations. In addition, other risks inherent in real estate
investment may influence the ultimate success of the Partnership, including: (i)
possible reduction in rental income due to an inability to maintain high
occupancy levels or adequate rental levels; (ii) possible adverse changes in
general economic conditions and local conditions, such as competitive
over-building or a decrease in employment or adverse changes in real estate
laws, including building codes; and (iii) the possible future adoption of rent
control legislation which would not permit increased costs to be passed on to
the tenants in the form of rent increases or which suppress the ability of the
Local Limited Partnerships to generate operating cash flow. Since most of the
Properties benefit from some form of government assistance, the Partnership is
subject to the risks inherent in that area including decreased subsidies,
difficulties in finding suitable tenants and obtaining permission for rent
increases. In addition, any Tax Credits allocated to investors with respect to a
Property are subject to recapture to the extent that the Property or any portion
thereof ceases to qualify for the Tax Credits. Other future changes in federal
and state income tax laws affecting real estate ownership or limited
partnerships could have a material and adverse affect on the business of the
Partnership.

The Partnership is managed by Arch Street VIII, Inc., the Managing General
Partner of the Partnership. The other General Partner of the Partnership is Arch
Street V Limited Partnership. The Partnership, which does not have any
employees, reimburses Lend Lease Real Estate Investments, Inc., ("Lend Lease"),
an affiliate of the General Partner, 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-six Local Limited
Partnerships which own and operate Properties, some of which benefit from some
form of federal, state or local assistance programs and all of which qualify for
the Tax Credits added to the Code by the Tax Reform Act of 1986. The
Partnership's ownership interest in each Local Limited Partnership is generally
99%, except for Strathern Park/Lorne Park, Westgate and Huguenot Park, where the
Partnership's ownership interests are 95%, 49.5% and 88.55%, respectively.

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

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

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


<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>           <C>            <C>             <C>             <C>             <C>




                                                   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        2001           2001             2000         Subsidy*            2001
----------------------------------  -----------  --------------  -----------     -------------    ----------    ----------------

Strathern Park/Lorne Park, a
 California Limited Partnership (1)
Strathern Park/Lorne Park
Los Angeles, CA                         241       $8,418,667       $8,418,667      $17,278,198       None               100%

Maiden Choice Limited
 Partnership
Park Caton
Catonsville, MD                         101        2,513,300        2,513,300        1,988,644       None                98%

Cedar Lane I, Ltd.
Cedar Lane I
London, KY                               36          288,587          288,587        1,090,974       None               100%

Silver Creek II, Ltd.
Silver Creek II
Berea, KY                                24          193,278          193,278          764,617       None               100%

Tompkins/Rosecliff, Ltd.
Rosecliff
Sanford, FL                             168        3,604,720        3,604,720        5,499,061       None                89%

Brookwood L.D.H.A.
Brookwood
Ypsilanti, MI                            81        2,373,295        2,373,295        2,971,874       None                96%

Water Oak Apartment, L.P.
Water Oak
Orange City, FL                          40          293,519          293,519        1,249,946       None               100%



<PAGE>



                                                      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        2001           2001             2000         Subsidy*            2001
----------------------------------  -----------   ------------      ----------       ------------   -------------    --------------

Yester Oaks, L.P.
Yester Oaks
Lafayette, GA                            44          319,254          319,254        1,279,845       FmHA               100%

Ocean View Apartments, L.P.
Ocean View
Fernandina Beach, FL                     42          334,177          334,177        1,360,042       None                98%

Burbank Limited Partnership I (2)
Wheeler House
Nashua, NH

Archer Village, Ltd.
Archer Village
Archer, FL                               24          171,380          171,380          704,791       FmHA                92%

The Oaks of Dunlop Farms, L.P.
Oaks of Dunlop
Colonial Heights, VA                    144        2,791,280        2,791,280        4,396,866       None                99%

Timothy House Limited
 Partnership
Timothy House
Towson, MD                              112        3,064,250        3,064,250        2,011,764       None               100%

Westover Station Associates, L.P.
Westover Station
Newport News, VA                        108        1,972,947        1,972,947        2,644,818       None                99%



<PAGE>



                                                     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        2001           2001             2000         Subsidy*            2001
----------------------------------  -----------  ------------     ----------      ------------   --------------    ----------------

Christiansted Limited Dividend
 Housing Association
Carib III
St. Croix, VI                            24          322,260          322,260        1,474,511       FmHA                75%

St. Croix II Limited Partnership
Carib II
St. Croix, VI                            20          347,680          347,680        1,395,703       FmHA                75%

Whispering Trace Apartments,
 A Limited Partnership
Whispering Trace
Woodstock, GA                            40        1,093,330        1,093,330        1,339,400       None                85%

Historic New Center Apartments
 Limited Partnership
New Center
Detroit, MI                             104        3,077,187        3,077,187        2,893,812     Section 8             84%

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        2,847,051       None                98%

Kensington Place Townhomes,
 A Limited Partnership
Pinewood Pointe
Jacksonville, FL                        136        3,153,173        3,153,173        3,854,826       None                96%



<PAGE>



                                                    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       2001           2001             2000           Subsidy*            2001
----------------------------------  -----------  -----------     -------------     ----------   --------------    ----------------

Westgate Apartments Limited
 Partnership
Westgate
Bismark, ND                              60          935,893          935,893        1,550,394       None                97%

Woodlake Hills Limited
 Partnership
Woodlake Hills
Pontiac, MI                             144        4,154,667        4,154,667        3,733,699       None                98%

Bixel House, a California
 Limited Partnership
Bixel House
Los Angeles, CA                          76          710,677          710,677        1,042,584     Section 8             96%

Harmony Apartments, a California
 Limited Partnership
Magnolia Villas
North Hollywood, CA                      65        3,203,996        3,203,996        2,171,145       None               100%

Schumaker Place Associates, L.P.
Schumaker Place
Salisbury, MD                            96        2,910,453        2,910,453        2,878,608       None                98%

Circle Terrace Associates Limited
 Partnership
Circle Terrace
Lansdowne, MD                           303        5,811,237        5,811,237        6,320,406     Section 8             98%
                                    -------     ------------     ------------    -------------
                                      2,357     $ 55,397,698     $ 55,397,698    $  76,143,579
                                    =======     ============     ============    =============

</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.

(2)             The Partnership no longer has an interest in this Local Limited
                Partnership.


<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 15.20%
of the total capital contributions to Local Limited Partnerships, is a 241-unit
apartment complex located in Los Angeles, California.

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

The other Local Limited Partnership which represents more than 10% of the total
capital contributions made to Local Limited Partnerships is Circle Terrace
Associates Limited Partnership. Circle Terrace, representing 10.49% of the total
capital contributions to Local Limited Partnerships, is a substantially
renovated 303-unit apartment complex located in Lansdowne, Maryland with 23
garden-style buildings and a newly-constructed community building.

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

Duration of leases for occupancy in the Properties described above is generally
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, had been involved in certain litigation with an entity formerly
affiliated with this Partnership and its previous local general partner. A
settlement agreement was agreed upon in July 1999 totaling $200,000, of which
the Partnership's share was $100,000. In the opinion of Management, this was an
appropriate settlement, which it believes will eliminate the risk of foreclosure
and recapture posed by this litigation.

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

None.



<PAGE>


                                     PART II


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

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

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

As of June 18, 2001, there were 3,243 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, 2001, 2000 and 1999.



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

                                           March 31,     March 31,       March 31,       March 31,      March 31,
                                             2001           2000           1999            1998           1997
                                        -------------  --------------  -------------  -------------  --------------

Revenue                                 $     571,148  $      235,508  $     281,041  $     222,072  $      204,683
Equity in losses of Local Limited
     Partnerships                          (2,223,252)     (2,576,356)    (2,932,545)    (4,921,903)     (4,044,413)
Net loss                                   (2,334,459)     (3,006,310)    (3,371,589)    (5,794,498)     (4,337,761)
     Per Limited Partnership Unit (A)          (33.53)        (43.18)         (48.42)        (83.22)         (62.30)
Cash and cash equivalents                     573,599         392,154        303,666        100,850         449,567
Marketable securities                       2,481,341       2,332,268      2,666,281      3,064,717       2,840,127
Investment in Local Limited
     Partnerships                          16,317,830      18,818,290     21,538,791     24,748,484      30,531,768
Total assets (B)                           19,547,782      21,702,984     24,862,400     28,092,950      33,871,495
Total liabilities                             398,597         295,987        405,479        286,362         298,276
Other data:
Passive loss (C)                           (4,614,949)     (4,835,075)    (5,120,476)    (5,324,956)     (5,154,301)
     Per Limited Partnership Unit (A,C)        (66.28)         (69.44)       (73.54)         (76.48)        (74.03)
 Portfolio income (C)                         372,581         325,210        340,850        361,519         281,707
     Per Limited Partnership Unit (A,C)          5.35            4.67           4.90           5.19            4.05
Low-Income Housing Tax Credit (C)          10,449,103      10,510,853     10,405,744     10,512,076      10,512,996
     Per Limited Partnership Unit (A,C)        150.08          150.96         150.97         150.98          150.99
Local Limited Partnership interests
     owned at end of period (D)                    26              26             27             27              27
</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) In January 2000, the Partnership wrote off the foreclosed Wheeler House
property.

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

Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
Partnership intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statement and are including this statement
for purposes of complying with these safe harbor provisions. Although the
Partnership believes the forward-looking statements are based on reasonable
assumptions, the Partnership can give no assurance that their expectations will
be attained. Actual results and timing of certain events could differ materially
from those projected in or contemplated by the forward-looking statements due to
a number of factors, including, without limitation, general economic and real
estate conditions and interest rates.


<PAGE>

Liquidity and capital resources

At March 31, 2001, the Partnership had cash and cash equivalents of $573,599,
compared with $392,154 at March 31, 2000. The increase is attributable to
proceeds from sales and maturities of marketable securities and cash
distributions received from Local Limited Partnerships, partially offset by
purchases of marketable securities, net cash used for operations and an advance
made to one Local Limited Partnership.

Approximately $2,254,000 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.

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. To date,
the Partnership has advanced approximately $328,000 to Local Limited
Partnerships to fund operating deficits.

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, 2001, the Partnership had no
contractual or other obligation to any Local Limited Partnership which had not
been paid or provided for.

Cash distributions

No cash distributions were made during the years ended March 31, 2001, 2000 or
1999. It is not expected that cash available for distribution, if any, will be
significant during the 2001 calendar year. Based on the results of 2000
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.

Results of operations

2001 versus 2000

The Partnership's results of operations for the year ended March 31, 2001
resulted in a net loss of $2,334,459 as compared to a net loss of $3,006,310 for
the same period in 2000. The decrease in net loss is primarily attributable to
decreases in equity in losses of Local Limited Partnerships, an increase in
other revenue and a decrease in provisions for valuation of investments in Local
Limited Partnerships. These effects were partially offset by an increase in
general and administrative expenses. The increase in general and administrative
expense is primarily due to increased charges from an affiliate of the General
Partner for operational and administrative expenses necessary for the operation
of the Partnership. The increased charges pertained to higher levels of staffing
and salary levels at the affiliate in addition to changes in the affiliate's
allocation of operational and administrative expenses to more accurately reflect
the actual cost of services provided to the Partnership. Equity in losses of
Local Limited Partnerships decreased primarily due to a decrease in interest
expense coupled with continued unrecognized losses for Local Limited
Partnerships whose carrying values have been reduced to zero.

2000 versus 1999

The Partnership's results of operations for the year ended March 31, 2000
resulted in a net loss of $3,006,310 as compared to a net loss of $3,371,589 for
the same period in 1999. The decrease in net loss is primarily attributable to
decreases in equity in losses of Local Limited Partnerships and general and
administrative expenses. These effects were partially offset by provisions for
valuation of investments in Local Limited Partnerships related to advances to
two Local Limited Partnerships recorded in 2000, as well as a decrease in other
revenue. Equity in losses of Local Limited Partnerships decreased primarily due
to an increase in unrecognized losses for Local Limited Partnerships whose
carrying values have been reduced to zero.

Low-income housing tax credits

The 2000, 1999, and 1998 Tax Credits per Unit were $150.08, $150.96 and $150.97,
respectively. The Tax Credit per Limited Partnership Unit is stabilized at
approximately $150.00 per Unit in 1993. The Tax Credits per Limited Partner
stabilized in 1993. The credits were expected to remain stable for the next
seven years and then decrease as certain Properties reached the end of the ten
year credit period. However, because the compliance periods extend significantly
beyond the tax credit periods, the Partnership is expected to retain most of its
interests in the Local Limited Partnerships for the foreseeable future.

Property discussions

The Partnership's investment portfolio consists of limited partnership interests
in 26 Local Limited Partnerships, each of which own and operate a multi-family
apartment complex. A majority of the Properties have stabilized operations and
operate above break-even. A few Properties generate cash flow deficits that the
Local General Partners of those Properties fund through project expense loans,
subordinated loans or operating escrows. However, some Properties have
persistent operating difficulties that could either: i) have an adverse impact
on the Partnership's liquidity; ii) result in their foreclosure; or iii) result
in the Managing General Partner deeming it appropriate for the Partnership to
dispose of its interest in the Local Limited Partnership. Also, the Managing
General Partner, in the normal course of the Partnership's business, may desire
to dispose of certain Local Limited Partnerships. The following Property
discussions focus only on such Properties.

Operations at Historic New Center, located in Detroit, Michigan, continue to
struggle. The Property suffers from poor location and security issues. Vandalism
has caused an increase in maintenance and repair expenses and negatively
affected the Property's occupancy levels and tenant profile. A new site
management company began operating the Property on January 1, 2001 but
subsequently resigned as they believed they were not suited to manage the
Property. An affiliate of the Local General Partner will begin managing the
Property in May 2001 and is working to increase curb appeal and implement new
marketing programs to increase qualified tenant traffic. The Managing General
Partner will continue to closely monitor the site manager's efforts to improve
Property operations; however, due to the Property's continuing struggles, the
Managing General Partner is concerned about its long-term viability.

As previously reported regarding Westgate, located in Bismarck, North Dakota,
the Managing General Partner consummated the transfer of 50% of the
Partnership's capital and profits in the Local Limited Partnership to an
affiliate of the Local General Partner in November 1997 in order to address
concerns about the long term viability of the Property. The Managing General
Partner also had the right to transfer the Partnership's remaining interest to
the Local General Partner any time after one year from the initial transfer.
However, due to subsequent transfers by the Local General Partner of its
interests in the Property, the date when the Managing General Partner has the
right to transfer the remaining interest will not occur until September 1, 2001.
It is likely that the Managing General Partner will transfer the Partnership's
remaining interest at that time. The Partnership will retain its full share of
the Property's tax credits, which expire in 2001, until such time as the
remaining interest is put to the new Local General Partner. Further, the new
Local General Partner has the right to call the remaining interest after the tax
credit period has expired.

Carib Villas II and Carib Villas III, both of which are located in St. Croix,
Virgin Islands, have been unable to maintain occupancy. The Properties have both
family and elderly units, and while the family units have a waiting list, the
elderly units have proven difficult to lease. Also, due to the Properties'
proximity to the ocean, weather conditions erode their physical condition
quickly, and therefore, maintenance issues are a concern. The Managing General
Partner will continue to closely monitor the operations at both of these
Properties.

The Partnership has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
carrying value is compared to the undiscounted future cash flows expected to be
derived from the asset. If a significant impairment in carrying value exists, a
provision to write down the asset to fair value will be recorded in the
Partnership's financial statements.

Inflation and other economic factors

Inflation had no material impact on the operations or financial condition of the
Partnership for the years ended March 31, 2001, 2000 and 1999.

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 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.

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 rent or occupancy levels at such Properties. Nevertheless,
management believes that the generally high demand for below market rate housing
will tend to negate such factors. However, no assurance can be given in this
regard.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Partnership has invested in marketable securities with a fair value of
$2,481,341 at March 31, 2001; these securities, with rates ranging from 4.75% to
8.50%, do not subject the Partnership to significant market risk because of
their short term maturities and high liquidity.

The Partnership has no other exposure to market risk associated with activities
in derivative financial instruments, derivative commodity instruments or other
financial instruments.

Item 8.  Financial Statements and Supplementary Data

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


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure
------------------------------------------------------------------------------
None.


<PAGE>



                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
-------------------------------------------------------------

The Managing  General Partner of the  Partnership is Arch Street VIII,  Inc.,
a  Massachusetts  corporation  ("Arch Street,  Inc.") (the "Managing
General  Partner"),  an affiliate of Lend Lease.  The Managing  General
Partner was incorporated  in June 1989. The Investment  Committee of the
Managing  General  Partner  approved all  investments. The names and positions
of the principal  officers and the directors of the Managing  General Partner
are set forth below.

     Name                                           Position

Jenny Netzer                Principal, Head of Housing and Community Investment
Michael H. Gladstone        Principal, Member, Legal
Lauren M. Guillette         Principal, Member, Legal

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

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

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

Jenny Netzer, age 45, Principal, Head of Housing and Community Investment Group
- Ms. Netzer is responsible for tax credit investment programs to institutional
clients. She joined Lend Lease as a result of the Boston Financial acquisition,
starting with Boston Financial in 1987 and leading Boston Financial's new
business initiatives and managing the firm's Asset Management division. Prior to
joining Boston Financial, Ms. Netzer served as Deputy Budget Director for the
Commonwealth of Massachusetts where she was responsible for the Commonwealth's
health care and public pension program's budgets. Ms. Netzer also served as
Assistant Controller at Yale University, was a former member of Watertown Zoning
Board of Appeals, the Officer of Affordable Housing Tax Credit Coalition and a
frequent speaker on affordable housing and tax credit industry issues. Ms.
Netzer is a graduate of Harvard University (BA) and Harvard's Kennedy School of
Government (MPP).

Michael H. Gladstone,  age 44, Principal,  Member, Legal - Mr. Gladstone is
responsible for legal work in the areas of affordable and conventional  housing
and investment  products and services.  He joined Lend Lease as a result of
the Boston Financial  acquisition,  starting with Boston Financial in 1985 as
the firm's General Counsel.  Prior to joining  Boston  Financial,
Mr.  Gladstone was  associated  with the law firm of Herrick & Smith and served
on the advisory  board of the  Housing  and  Development  Reporter.
Mr.  Gladstone  lectured  at  Harvard  University  on affordable  housing
matters  and is a member of the  National  Realty  Committee,  Cornell
Real  Estate  Council, National  Association of Real Estate  Investment
Managers and  Massachusetts  Bar. Mr.  Gladstone is a graduate of Emory
University (BA) and Cornell University (J.D. & MBA).

Lauren M. Guillette, age 36, Principal, Member, Legal - Ms. Guillette is
responsible for legal work in the areas of affordable and conventional housing
and investment products and services. She joined Lend Lease as a result of the
Boston Financial acquisition, starting with Boston Financial in 1996 as the
firm's Assistant General Counsel. Prior to joining Boston Financial, Ms.
Guillette was associated with the law firm of Peabody & Brown where she
practiced real estate syndication and securities law. Ms. Guillette is a
graduate of McGill University (BA) and Suffolk University (J.D.).

Item 11.  Management Remuneration

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 2001, the following is the only entity known to the Partnership
to be the beneficial owner of more than 5% of the total number of Units
outstanding:
                                        Amount
   Title of      Name and Address     Beneficially        Percent of
    Class       of Beneficial Owner     Owned               Class
  ---------      -------------------  --------------      -----------

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

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

The equity securities registered by the Partnership under Section 12(g) of the
Act consist of 100,000 Units, 68,929 of which had been sold to the public as of
March 31, 2001. 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.

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

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

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

Item 13.  Certain Relationships and Related Transactions

The Partnership paid certain fees to and reimbursed certain expenses of the
Managing General Partner or its affiliates in connection with the organization
of the Partnership and the offering of Units. The Partnership was also required
to pay certain fees to and reimburse certain expenses of the Managing General
Partner or its affiliates 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 are more fully described 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. In addition, in prior years
affiliates of the Managing General Partner served as property management agents
for New Center, Carib II, Carib III and Woodlake Hills.

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 regarding the fees paid and expense reimbursements made in the three
years ended March 31, 2001 is presented as follows:

Organizational fees and 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 $9,499,985 have been charged directly
to Limited Partners' equity. In connection therewith, $5,858,935 of selling
expenses and $3,641,050 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 expenses 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, 2001.

Acquisition fees and expenses

In accordance with the Partnership Agreement, the Partnership was required to
pay acquisition fees to and reimburse acquisition expenses of the Managing
General Partner or its affiliates for selecting, evaluating, structuring,
negotiating and closing the Partnership's investments in Local Limited
Partnerships. Acquisition fees totaled 7% of the gross offering proceeds.
Acquisition expenses, which include such expenses as legal fees and expenses,
travel and communications expenses, costs of appraisals, accounting fees and
expenses, were expected to total 1.5% of the gross offering proceeds. As of
March 31, 2001, 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, 2001 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, 2001.

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 0.377% (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, 2001 are as follows:

                                    2001            2000            1999
                                 ------------     ----------      ----------

     Asset Management Fees       $   253,088    $   247,331     $   243,169


<PAGE>


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 paid or
payable in each of the three years ended March 31, 2001 are as follows:

                                         2001          2000            1999
                                    -----------    -----------     -----------

Salaries and benefits expense
reimbursements                     $   271,057    $   139,757     $   109,845

Property Management Fees

Affiliates of the Managing General Partner were previously management agents for
four Local Limited Partnerships. Fees charged in each of the three years ended
December 31, 2000 were as follows:

                                      2000          1999            1998
                                 -----------    -----------     -----------

   Property Management Fees      $         -    $    84,640     $    80,455

Cash distributions paid to the General Partners

In accordance with the Partnership Agreement,  the General Partners of the
Partnership,  Arch Street, Inc. and Arch Street L.P.,  receive 1% of cash
distributions  paid to partners.  No cash  distributions were paid to the
General Partners in the three years ended March 31, 2001.

Additional information concerning cash distributions and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to Lend Lease and its affiliates for the three years
ended March 31, 2001 is presented in Note 5 to the Financial Statements.


<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 to the Financial Statements 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 year ended March 31,
2001.

(a)(3)(c)  Exhibits

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

    27.  Additional Exhibits

         (a)   28.1 Reports of Other Independent Auditors

         (b)   Audited financial statements of
               Local Limited Partnership

               Circle Terrace

(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 VIII, Inc.
           its Managing General Partner



     By:   /s/Jenny Netzer                   Date:    June 29, 2001
           -------------------------------            -------------------
           Jenny Netzer
           Principal, Head of Housing and
           Community Investment


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/Jenny Netzer                       Date:    June 29, 2001
           -----------------------------                   -------------
           Jenny Netzer
           Director


     By:   /s/Michael H. Gladstone               Date:    June 29, 2001
           -----------------------------                 ----------------
           Michael H. Gladstone
           Director


<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, 2001
                                      Index



                                                                 Page No.

Report of Independent Accountants
    For the years ended March 31, 2001, 2000 and 1999              F-2

Financial Statements

    Balance Sheets - March 31, 2001 and 2000                       F-3

    Statements of Operations - For the years ended
       March 31, 2001, 2000 and 1999                               F-4

    Statements of Changes in Partners' Equity (Deficiency) -
       For the years ended March 31, 2001, 2000 and 1999           F-5

    Statements of Cash Flows - For the years ended
       March 31, 2001, 2000 and 1999                               F-6

    Notes to the Financial Statements                              F-7

Financial Statement Schedule

    Schedule III - Real Estate and Accumulated Depreciation        F-16


See also Index to Exhibits on Page K-22 for the financial statements of the
Local Limited Partnerships 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 of
Boston Financial Qualified Housing Tax Credits L.P. V:
(A Limited Partnership)


In our opinion, based upon our audits and the reports of other auditors, the
financial statements listed on the accompanying index present fairly, in all
material respects, the financial position of Boston Financial Qualified Housing
Tax Credits L.P. V (A Limited Partnership) (the "Partnership") as of March 31,
2001 and 2000, and the results of its operations and its cash flows for each of
the three years in the period ended March 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related financial statements. These financial
statements and financial statement schedule are the responsibility of the
Partnership's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. The
Partnership accounts for its investment in Local Limited Partnerships, as
discussed in Note 2 of the notes to the financial statements, using the equity
method of accounting. We did not audit the financial statements of the Local
Limited Partnerships, investments in which the Partnership's investment in Local
Limited Partnerships is stated at $16,317,830 at March 31, 2001 and $18,818,290
at March 31, 2000, and the Partnership's equity in earnings (losses) of Local
Limited Partnerships is stated at $(2,223,252), $(2,576,356), and $(2,932,545)
for the years ended March 31, 2001, 2000, and 1999, respectively. The financial
statements of these Local Limited Partnerships were audited by other auditors
whose reports thereon have been furnished to us, and our opinion expressed
herein, insofar as it relates to amounts included for Local Limited
Partnerships, is based solely upon the reports of other auditors. We conducted
our audits of the Partnership's financial statements in accordance with auditing
standards generally accepted in the United States of America which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits and the reports of the other
auditors provide a reasonable basis for our opinion.



/s/PricewaterhouseCoopers LLP
June 27, 2001
Boston, Massachusetts


<PAGE>


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


                                 BALANCE SHEETS
                             March 31, 2001 and 2000

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



                                                                              2001               2000
                                                                         -------------       -------------
Assets

Cash and cash equivalents                                                $     573,599       $     392,154
Marketable securities, at fair value (Note 3)                                2,481,341           2,332,268
Investments in Local Limited Partnerships, net (Note 4)                     16,317,830          18,818,290
Restricted cash (Note 6)                                                       139,295             131,198
Other assets                                                                    35,717              29,074
                                                                         -------------       -------------
   Total Assets                                                          $  19,547,782       $  21,702,984
                                                                         =============       =============

Liabilities and Partners' Equity

Accounts payable to affiliates (Note 5)                                  $     189,508       $     121,184
Accrued expenses                                                                69,794              43,605
Deferred revenue (Note 6)                                                      139,295             131,198
                                                                         -------------       -------------
   Total Liabilities                                                           398,597             295,987
                                                                         -------------       -------------

General, Initial and Investor Limited Partners' Equity                      19,108,683          21,443,142
Net unrealized gains (losses) on marketable securities                          40,502             (36,145)
                                                                         -------------       -------------
   Total Partners' Equity                                                   19,149,185          21,406,997
                                                                         -------------       -------------
   Total Liabilities and Partners' Equity                                $  19,547,782       $  21,702,984
                                                                         =============       =============
</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, 2001, 2000 and 1999
<TABLE>
<CAPTION>
<S>                                              <C>                  <C>                <C>


                                                        2001               2000                1999
                                                   -------------       -------------      --------------
Revenue:
   Investment                                      $     173,776       $     156,312      $      158,954
   Other                                                 397,372              79,196             122,087
                                                   -------------       -------------      --------------
     Total Revenue                                       571,148             235,508             281,041
                                                   -------------       -------------      --------------

Expenses:
   General and administrative
     (includes reimbursements to an affiliate
     in the amounts of $271,057, $139,757
     and $109,845 in 2001, 2000 and 1999,
     respectively) (Note 5)                              380,670             219,794             453,057
   Asset management fees, affiliate (Note 5)             253,088             247,331             243,169
   Provision for valuation of investment in
       Local Limited Partnership                          25,000             174,739                   -
   Amortization                                           23,597              23,598              23,859
                                                   -------------       -------------      --------------
     Total Expenses                                      682,355             665,462             720,085
                                                   -------------       -------------      --------------

Loss before equity in losses of Local Limited
   Partnerships                                         (111,207)           (429,954)           (439,044)

Equity in losses of Local Limited
   Partnerships (Note 4)                              (2,223,252)         (2,576,356)         (2,932,545)
                                                   -------------       -------------      --------------

Net Loss                                           $  (2,334,459)      $  (3,006,310)     $   (3,371,589)
                                                   =============       =============      ==============

Net Loss allocated:
   General Partners                                $     (23,345)      $     (30,063)     $      (33,716)
   Limited Partners                                   (2,311,114)         (2,976,247)         (3,337,873)
                                                   -------------       -------------      --------------
                                                   $  (2,334,459)      $  (3,006,310)     $   (3,371,589)
                                                   =============       =============      ==============

Net Loss per Limited Partnership
   Unit (68,929 Units)                             $      (33.53)      $      (43.18)     $       (48.42)
                                                   =============       =============      ==============

</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, 2001, 2000 and 1999



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

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

Balance at March 31, 1998             $  (313,896)     $   5,000     $  28,129,937    $   (14,453)   $   27,806,588
                                      -----------      ---------     -------------    -----------    --------------

Comprehensive Income (Loss):
   Change in net unrealized
     losses on marketable securities
     available for sale                         -              -                 -         21,922            21,922
   Net Loss                               (33,716)             -        (3,337,873)             -        (3,371,589)
                                      -----------      ---------     -------------    -----------    --------------
Comprehensive Income (Loss)               (33,716)             -        (3,337,873)        21,922        (3,349,667)
                                      -----------      ---------     -------------    -----------    --------------

Balance at March 31, 1999                (347,612)         5,000        24,792,064          7,469        24,456,921
                                      -----------      ---------     -------------    -----------    --------------

Comprehensive Loss:
   Change in net unrealized
     gains on marketable securities
     available for sale                         -              -                 -        (43,614)          (43,614)
   Net Loss                               (30,063)             -        (2,976,247)             -        (3,006,310)
                                      -----------      ---------     -------------    -----------    --------------
Comprehensive Loss                        (30,063)             -        (2,976,247)       (43,614)       (3,049,924)
                                      -----------      ---------     -------------    -----------    --------------

Balance at March 31, 2000                (377,675)         5,000        21,815,817        (36,145)       21,406,997
                                      -----------      ---------     -------------    -----------    --------------

Comprehensive Income (Loss):
   Change in net unrealized
     losses on marketable securities
     available for sale                         -              -                 -         76,647            76,647
   Net Loss                               (23,345)             -        (2,311,114)             -        (2,334,459)
                                      -----------      ---------     -------------    -----------    --------------
Comprehensive Income (Loss)               (23,345)             -        (2,311,114)        76,647        (2,257,812)
                                      -----------      ---------     -------------    -----------    --------------

Balance at March 31, 2001             $  (401,020)     $   5,000     $  19,504,703    $    40,502    $   19,149,185
                                      ===========      =========     =============    ===========    ==============
</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, 2001, 2000 and 1999


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

                                                              2001              2000             1999
                                                          -------------    -------------     -------------

Cash flows from operating activities:
   Net loss                                               $  (2,334,459)   $  (3,006,310)    $  (3,371,589)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships           2,223,252        2,576,356         2,932,545
     Provision for valuation of investment in Local
       Limited Partnership                                       25,000          174,739                 -
     Amortization                                                23,597           23,598            23,859
     (Gain) loss on sales and maturities of
       marketable securities, net                                (3,423)          (2,498)           14,790
     Cash distributions included in net loss                   (158,105)          (5,132)          (65,089)
     Increase (decrease) in cash arising from changes
       in operating assets and liabilities:
       Restricted cash                                           (8,097)          15,067            (7,407)
       Other assets                                              (6,643)           3,584             6,383
       Accounts payable to affiliates                            26,189          (22,259)           64,233
       Accrued expenses                                          68,324          (71,613)           47,527
       Deferred revenue                                           8,097          (15,620)            7,357
                                                          -------------    -------------     -------------
Net cash used for operating activities                         (136,268)        (330,088)         (347,391)
                                                          -------------    -------------     -------------

Cash flows from investing activities:
   Investments in Local Limited Partnerships                          -         (127,767)          (50,420)
   Purchases of marketable securities                        (1,577,046)      (1,067,998)       (2,523,829)
   Proceeds from sales and maturities of
     marketable securities                                    1,508,043        1,360,895         2,929,397                 Cash
distributions received from Local Limited
     Partnerships                                               411,716          253,446           368,798
   Advances to Local Limited Partnerships                       (25,000)        (188,700)         (173,739)
   Repayment of advances to Local Limited
     Partnerships                                                     -          188,700                 -
                                                          -------------    -------------     -------------
Net cash provided by investing activities                       317,713          418,576           550,207
                                                          -------------    -------------     -------------

Net increase in cash and cash equivalents                       181,445           88,488           202,816

Cash and cash equivalents, beginning                            392,154          303,666           100,850
                                                          -------------    -------------     -------------

Cash and cash equivalents, ending                         $     573,599    $     392,154     $     303,666
                                                          =============    =============     =============
</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 whose general partner consists of Arch Street
V, Inc., which also serves as the Initial Limited Partner. Both of the General
Partners are affiliates of Lend Lease Real Estate Investments, Inc. ("Lend
Lease"). 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 interest ("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 originally
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, 2001, the Managing General Partner has designated approximately $2,254,000
as such Reserves.

2.   Significant Accounting Policies

Cash Equivalents

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

Marketable Securities

Marketable securities consist primarily of U.S. Treasury instruments and various
asset-backed investments 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.

Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting because the Partnership does not have control
over 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

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

                  Notes to the Financial Statements (continued)


2.  Significant Accounting Policies (continued)
    ------------------------------------------

Investments in Local Limited Partnerships (continued)
----------------------------------------------------

Partnership's share of income or loss of the Local Limited Partnerships,
additional investments in and cash distributions from the Local Limited
Partnerships. Equity in income or loss of the Local Limited Partnerships is
included in the Partnership's operations. The Partnership has no obligation to
fund liabilities of the Local Limited Partnerships beyond its investment and
therefore a Local Limited Partnership's investment will not be carried below
zero. To the extent that equity losses are incurred or distributions received
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
and distributions received will be included in income.

Excess investment costs 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 until a Local Limited Partnership's respective
investment balance has been reduced to zero.

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, 2000, 1999 and 1998.

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

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

The Partnership has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
carrying value is compared to the undiscounted future cash flows expected to be
derived from the asset. If a significant impairment in carrying value exists, a
provision to write down the asset to fair value will be recorded in the
Partnership's financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.


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

                  Notes to the Financial Statements (continued)


2.   Significant Accounting Policies (continued)
     ------------------------------------------

Fair Value of Financial Instruments

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

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.

Reclassifications

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

3.       Marketable Securities

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


                                                                      Gross          Gross
                                                                  Unrealized      Unrealized       Fair
                                                     Cost             Gains         Losses         Value
                                                  ------------    -----------    ------------   ------------
Debt securities issued by the US
   Treasury and other US
   government corporations and agencies           $  2,095,361    $    34,927    $          -   $  2,130,288

Mortgage backed securities                             345,478          5,575               -        351,053
                                                  ------------    -----------    ------------   ------------

Marketable securities at March 31, 2001           $  2,440,839    $    40,502    $          -   $  2,481,341
                                                  ============    ===========    ============   =============

A summary of marketable securities is as follows:
                                                                     Gross           Gross
                                                                  Unrealized      Unrealized       Fair
                                                     Cost             Gains         Losses         Value
                                                  ------------    -----------    ------------   ------------
Debt securities issued by the US
   Treasury and other US
   government corporations and agencies           $  2,046,494    $     1,407    $    (26,680)  $  2,021,221

Mortgage backed securities                             321,919             95         (10,967)       311,047
                                                  ------------    -----------    ------------   ------------

Marketable securities at March 31, 2000           $  2,368,413    $     1,502    $    (37,647)  $  2,332,268
                                                  ============    ===========    ============   =============
</TABLE>

The contractual maturities at March 31, 2001 are as follows:
                                                                  Fair
                                              Cost                Value
                                           -----------         -----------

Due in less than one year                  $   698,401         $   707,852
Due in one year to five years                1,396,960           1,422,436
Mortgage backed securities                     345,478             351,053
                                           -----------         -----------
                                           $ 2,440,839         $ 2,481,341
                                           ===========         ===========


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

                  Notes to the Financial Statements (continued)



3.   Marketable Securities (continued)
     --------------------------------

Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from the sales of
marketable securities were approximately $508,000, $493,000 and $451,000 during
the years ended March 31, 2001, 2000 and 1999, respectively. Proceeds from the
maturities of marketable securities were approximately $1,000,000, $868,000 and
$2,479,000 during the years ended March 31, 2001, 2000 and 1999, respectively.
Included in investment income are gross gains of $3,704, $2,617 and $4,895 and
gross losses of $281, $119 and $19,685 that were realized on the sales during
the years ended March 31, 2001, 2000 and 1999, respectively.

4.   Investments in Local Limited Partnerships

The Partnership uses the equity method to account for its limited partner
interest in twenty-six Local Limited Partnerships. Each of these Local Limited
Partnerships owns and operates multi-family housing complexes, most of which are
government-assisted. Upon dissolution of the Local Limited Partnerships,
proceeds will be distributed according to each respective partnership agreement.

The following is a summary of investments in Local Limited Partnerships at
March 31:
<TABLE>
<CAPTION>
<S>                                                                          <C>              <C>

                                                                                  2001             2000
                                                                             -------------     -------------
Capital contributions and advances paid to Local Limited Partnerships and
   purchase price paid to withdrawing partners of Local Limited
   Partnerships                                                              $  55,637,228     $  55,612,228

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $3,976,771, $2,566,642 and $1,290,733
   in 2001, 2000 and 1999, respectively)                                       (37,240,376)      (35,175,229)

Cumulative cash distributions received
   from Local Limited Partnerships                                              (2,006,039)       (1,594,323)
                                                                             -------------     -------------

Investments in Local Limited Partnerships
  before adjustment                                                             16,390,813        18,842,676

Excess of investment cost over the underlying net assets acquired:

    Acquisition fees and expenses                                                1,006,357         1,006,357

    Accumulated amortization of acquisition
    fees and expenses                                                             (249,613)         (226,016)
                                                                             -------------     -------------

Investments in Local Limited Partnerships
   prior to reserve for valuation                                               17,147,557        19,623,017

Reserve for valuation of investments in Local
   Limited Partnerships                                                           (829,727)         (804,727)
                                                                             -------------     -------------

Investments in Local Limited Partnerships                                    $  16,317,830     $ 18,818,290
                                                                             =============     =============
</TABLE>

The Partnership has provided a reserve for valuation for its investments in
Local Limited Partnerships because there is evidence of non-temporary declines
in the recoverable amounts of the investments.


<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)
-------------------------------------------------------------

The lender for Wheeler House foreclosed on the property in January 2000. The
Partnership does not anticipate any further obligations, receipts or operations
relative to this property. As no material gain or loss is expected, and the
Partnership's net investment is zero, all capital accounts were written off and
excluded from the above investment amounts as of March 31, 2000.

Summarized financial information as of December 31, 2000, 1999 and 1998 (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,

                                                  2000               1999
                                             --------------      --------------
Assets:
   Investment property, net                  $  100,286,185      $ 105,177,955
   Other assets                                   9,227,655           9,003,999
                                             --------------      --------------
  Total Assets                               $  109,513,840      $ 114,181,954
                                             ==============      =============

Liabilities and Partners' Equity:
   Mortgage notes payable                    $   76,143,579      $   80,783,964
   Other liabilities                             17,215,472          12,905,802
                                             --------------      --------------
     Total Liabilities                           93,359,051          93,689,766

Partnership's Equity                             11,671,895          15,351,058
Other Partners' Equity                            4,482,894           5,141,130
                                             --------------      --------------
  Total Liabilities and Partners' Equity     $  109,513,840      $  114,181,954
                                             ==============      ==============



<TABLE>
<CAPTION>
<S>                                                <C>                 <C>                 <C>
Summarized Income Statements - for the years
ended December 31,                                        2000              1999                 1998
------------------                                  --------------      --------------      --------------

Rental and other income:                            $   15,104,014      $   15,034,859      $   14,644,117
                                                    --------------      --------------      --------------

Expenses:
   Operating                                             8,503,818           8,504,043           7,852,719
   Interest                                              5,493,565           5,762,221           5,916,749
   Depreciation and amortization                         4,759,086           4,760,003           4,940,971
                                                    --------------      --------------      --------------
     Total Expenses                                     18,756,469          19,026,267          18,710,439
                                                    --------------      --------------      --------------

Net Loss                                            $   (3,652,455)     $   (3,991,408)     $   (4,066,322)
                                                    ==============      ==============      ==============

Partnership's share of Net Loss (includes
   adjustments from prior years)                    $   (3,475,275)     $   (3,927,947)     $   (3,980,818)
                                                    ==============      ==============      ==============

Other partners' share of Net Loss                   $     (150,459)     $      (89,251)     $      (97,679)
                                                    ==============      ==============      ==============

</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)
     ----------------------------------------------------

For the years ended March 31, 2001, 2000 and 1999, the Partnership has not
recognized $1,252,023, $1,351,591 and $1,048,273, respectively, of equity in
losses of Local Limited Partnerships relating to Local Limited Partnerships
where cumulative equity in losses exceeded its total investments in these Local
Limited Partnerships.

The Partnership's equity as reflected by the Local Limited Partnerships of
$11,671,895 differs from the Partnership's investments in Local Limited
Partnerships before adjustment of $16,390,813 principally because: a)
unrecognized losses as discussed above; b) distributions made by Local Limited
Partnerships during the quarter ended March 31, 2001 are not reflected in the
December 31, 2000 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.

5.   Transactions with Affiliates

An affiliate of the Managing General Partner currently receives the base amount
of 0.377% (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 for the years ended March 31, 2001, 2000 and 1999 are $253,088,
$247,331 and $243,169, respectively. Included in accounts payable to affiliate
at March 31, 2001 and 2000 are $64,572 and $62,841, 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, 2001, 2000 and 1999 are $271,057,
$139,757 and $109,845, 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, 2001 and 2000 are $124,936 and $58,343,
respectively.

Affiliates of the Managing General Partner were the management agents for four
Local Limited Partnerships in which the Partnership had invested during the
years ended December 31, 1999 and 1998. Included in operating expenses in the
summarized income statements in Note 4 to the financial statements are $84,640
and $80,455 of fees paid or payable to the affiliates for the years ended
December 31, 1999 and 1998, respectively. During 2000, management of these four
Local Limited Partnerships was transferred to a non-affiliate.

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. In lieu of transferring the Supplemental Reserve to the
Local Limited Partnership, the Partnership designated $196,000 as restricted
cash for this purpose. Since the funds were not needed, the Local Limited
Partnership Agreement allows that the established Supplemental Reserve, along
with the interest earned, are available to pay the Partnership its annual
priority distribution. As of March 31, 2001, $121,000 has been released to the
Partnership. The remaining balance, along with the accrued interest thereon, has
also been accounted for as deferred revenue, as it represents the future annual
priority distributions to be released to the Partnership from this Reserve.



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

                  Notes to the Financial Statements (continued)



7.   Federal Income Taxes

The following schedule reconciles the reported financial statement net loss for
the fiscal years ended March 31, 2001, 2000 and 1999 to the net loss reported on
Form 1065, U.S. Partnership Return of Income for the years ended December 31,
2000, 1999 and 1998:
<TABLE>
<CAPTION>
<S>                                                      <C>              <C>               <C>

                                                               2001              2000            1999
                                                          -------------    -------------     -------------

Net Loss per financial statements                         $  (2,334,459)   $  (3,006,310)    $  (3,371,589)

Adjustment for equity in losses of Local Limited
   Partnerships for tax purposes in excess of
   equity in losses for financial reporting purposes           (547,215)         (81,680)         (406,140)

Equity in losses of Local Limited Partnerships not
   recognized for financial reporting purposes               (1,252,023)      (1,351,591)       (1,048,273)

Adjustment to reflect March 31 fiscal year end
   to December 31 tax year end                                  (57,183)        (137,842)           31,950

Provision for valuation of investment in Local
   Limited Partnership not deductible for
   tax purposes                                                  25,000          174,739                 -

Write-off of investment in Local Limited
   Partnership for tax purposes                                 (24,256)               -                 -

Amortization for tax purposes in excess of
   amortization for financial reporting purposes                (12,858)         (13,964)          (13,703)

Related party expenses for financial reporting (tax)
   purposes in excess of related party expenses for
   tax (financial reporting) purposes                             1,731          (60,556)           60,556

Cash distributions included in net loss for financial
   reporting purposes                                           (41,105)         (32,662)          (32,427)
                                                          -------------    -------------     -------------

Net Loss per tax return                                   $  (4,242,368)   $  (4,509,866)    $  (4,779,626)
                                                          =============    ==============    =============
</TABLE>

The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax reporting purposes for the year ended March 31, 2001
are as follows:
<TABLE>
<CAPTION>
<S>                                                      <C>              <C>              <C>
                                                             Financial           Tax
                                                             Reporting        Reporting
                                                             Purposes         Purposes       Differences

Investments in Local Limited Partnerships                 $  16,317,830    $   9,749,823    $  6,568,007
                                                          =============    =============    =============
Other assets                                              $   3,229,952    $  12,877,410    $ (9,647,458)
                                                          =============    =============    ============ =
Liabilities                                               $     398,597    $     224,225    $    174,372
                                                          =============    =============    =============
</TABLE>

<PAGE>


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



                  Notes to the Financial Statements (continued)


7.   Federal Income Taxes (continued)
     -------------------------------

The differences in assets and liabilities of the Partnership for financial
reporting and tax purposes are primarily attributable to: (i) the cumulative
equity in loss from Local Limited Partnerships for tax reporting purposes is
approximately $7,166,000 greater than for financial reporting purposes,
including approximately $3,977,000 of losses the Partnership has not recognized
relating to Local Limited Partnerships whose cumulative equity in losses
exceeded its total investment; (ii) the cumulative amortization of acquisition
fees for tax purposes exceeds financial reporting purposes by approximately
$88,000; (iii) approximately $96,000 of cash distributions received from Local
Limited Partnerships during the quarter ended March 31, 2001 are not included in
the Partnership's investments in Local Limited Partnerships for tax purposes at
December 31, 2000; and (iv) organizational and offering costs of approximately
$9,500,000 that have been capitalized for tax purposes are charged to Limited
Partners' equity for financial reporting purposes.

The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax reporting purposes for the year ended March 31, 2000
are as follows:
<TABLE>
<CAPTION>
<S>                                                      <C>              <C>              <C>

                                                             Financial           Tax
                                                             Reporting        Reporting
                                                             Purposes         Purposes       Differences

Investments in Local Limited Partnerships                 $  18,818,290    $  14,081,467    $  4,736,823
                                                          ==============   ==============   ==============
Other assets                                              $   2,884,694    $  12,765,769    $ (9,881,075)
                                                          ==============   ==============   ==============
Liabilities                                               $     295,987    $     201,859    $     94,128
                                                          ==============   ==============   =============
</TABLE>

The differences in assets and liabilities of the Partnership for financial
reporting and tax purposes are primarily attributable to: (i) the cumulative
equity in loss from Local Limited Partnerships for tax reporting purposes is
approximately $5,508,000 greater than for financial reporting purposes,
including approximately $2,567,000 of losses the Partnership has not recognized
relating to Local Limited Partnerships whose cumulative equity in losses
exceeded its total investment; (ii) the cumulative amortization of acquisition
fees for tax purposes exceeds financial reporting purposes by approximately
$85,000; (iii) approximately $60,000 of cash distributions received from Local
Limited Partnerships during the quarter ended March 31, 2000 are not included in
the Partnership's investments in Local Limited Partnerships for tax reporting
purposes at December 31, 1999; and (iv) organizational and offering costs of
approximately $9,500,000 that have been capitalized for tax 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, 2001


                                          COST OF INTEREST AT ACQUISITION DATE
                                           ----------------------------------
<TABLE>
<CAPTION>
                                                                              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       241 $17,278,198     $4,369,500        $10,513,639       $11,026,062
Park
  Los Angeles, CA
Maidens Choice             101   1,988,644        807,791          2,013,769         3,469,059
  Baltimore, MD
Cedar Lane                  36   1,090,974         40,000          1,375,512            11,854
  London, KY
Silver Creek                24     764,617         20,000            946,812                 0
  Berea, KY
Rosecliff                  168   5,499,061      1,200,000          3,304,950         4,619,117
  Orlando, FL
Brookwood                   81   2,971,874         91,470            344,580         4,595,113
  Ypsilanti Township, MI
Water Oak                   40   1,249,946         98,058          1,467,944             5,638
  Orange City, FL
Yester Oaks                 44   1,279,845         47,105          1,574,145             2,489
  Lafayette, GA
Ocean View                  42   1,360,042        112,620          1,600,421            30,603
  Ferandina Beach, FL
Archer Village              24     704,791         40,000            861,288            38,869
  Archer, FL
Oaks of Dunlop             144   4,396,866        631,959          6,492,444           166,060
  Colonial Heights, VA
Timothy House              112   2,011,764         11,638          6,344,664           485,761
  Towson, MD
Westover Station           108   2,644,818        305,645          4,299,613             6,259
  Newport News, VA
Carib Villas III            24   1,474,511        107,582          1,802,466             5,614
  St. Croix, VI
Carib Villas II             20   1,395,703         57,720          1,787,528             5,614
  St. Croix, VI
Whispering Trace            40   1,339,400        218,000          2,413,145         (433,785)
  Woodstock, GA
New Center                 104   2,893,812         79,652          3,534,776         2,934,509
  Detroit, MI
Huguenot Park               24   1,400,000         83,000          2,088,664                 0
  New Paltz, NY
Hillwood Pointe            100   2,847,051        454,185          5,103,711           182,184
  Jacksonville, FL
Pinewood Pointe            136   3,854,826        555,093          6,809,808           725,847
  Jacksonville, FL
Westgate                    60   1,550,394        215,168          2,152,519            57,391
  Bismark, ND
Woodlake Hills             144   3,733,699        233,690          6,481,250         2,403,715
  Pontiac, MI
Bixel House                 76   1,042,584        190,746          2,294,879            51,935
  Los Angeles, CA
Harmony                     65   2,171,145              0          7,020,696           117,826
  North Hollywood, CA
Schumaker Place             96   2,878,608        531,776          1,627,716         3,649,531
  Salisbury, MD
Circle Terrace             303   6,320,406              0          7,884,733         8,656,242
  Lansdown, MD
                       ------------------------------------------------------------------------

        TOTAL            2,357 $76,143,579    $10,502,398        $92,141,672       $42,813,507
                       ========================================================================

</TABLE>

<TABLE>
<CAPTION>

                         GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 2000
                       ---------------------------------------------------         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>
Strathern Park/Lorne   $5,889,320   $20,019,881 $25,909,201    $7,360,788  1991    various    07/05/90
Park
  Los Angeles, CA
Maidens Choice            807,791     5,482,828   6,290,619     2,042,030  1991    various    08/17/90
  Baltimore, MD
Cedar Lane                 40,000     1,387,366   1,427,366       401,918  1991    various    09/10/90
  London, KY
Silver Creek               20,000       946,812     966,812       280,309  1990    various    08/15/90
  Berea, KY
Rosecliff               1,120,000     8,004,067   9,124,067     3,033,338  1991    various    09/18/90
  Orlando, FL
Brookwood                 522,673     4,508,490   5,031,163     1,411,657  1992    various    10/01/90
  Ypsilanti Township, M
Water Oak                  98,058     1,473,582   1,571,640       518,577  1991    various    01/01/91
  Orange City, FL
Yester Oaks                47,105     1,576,634   1,623,739       568,940  1991    various    01/01/91
  Lafayette, GA
Ocean View                112,620     1,631,024   1,743,644       598,933  1991    various    01/01/91
  Ferandina Beach, FL
Archer Village             40,000       900,157     940,157       332,579  1991    various    01/01/91
  Archer, FL
Oaks of Dunlop            631,958     6,658,505   7,290,463     2,750,251  1991    various    01/01/91
  Colonial Heights, VA
Timothy House              11,638     6,830,425   6,842,063     1,749,821  1992    various    03/05/91
  Towson, MD
Westover Station          305,645     4,305,872   4,611,517     1,232,865  1991    various    03/30/91
  Newport News, VA
Carib Villas III          239,009     1,676,653   1,915,662       679,286  1992    various    03/21/91
  St. Croix, VI
Carib Villas II           197,195     1,653,667   1,850,862       662,290  1991    various    03/01/91
  St. Croix, VI
Whispering Trace          218,000     1,979,360   2,197,360       875,366  1990    various    05/01/91
  Woodstock, GA
New Center                 96,116     6,452,821   6,548,937     2,092,331  1992    various    06/27/91
  Detroit, MI
Huguenot Park              83,000     2,088,664   2,171,664       738,004  1991    various    06/26/91
  New Paltz, NY
Hillwood Pointe           454,185     5,285,895   5,740,080     1,972,556  1991    various    07/19/91
  Jacksonville, FL
Pinewood Pointe           555,093     7,535,655   8,090,748     2,789,421  1991    various    07/31/91
  Jacksonville, FL
Westgate                  248,689     2,176,389   2,425,078       744,020  1991    various    07/25/91
  Bismark, ND
Woodlake Hills            187,588     8,931,067   9,118,655     2,639,761  1992    various    08/01/91
  Pontiac, MI
Bixel House               190,746     2,346,814   2,537,560     1,135,075  1991    various    07/31/91
  Los Angeles, CA
Harmony                         0     7,138,522   7,138,522     2,528,471  1991    various    07/31/91
  North Hollywood, CA
Schumaker Place         1,029,027     4,779,996   5,809,023     1,382,623  1992    various    09/20/91
  Salisbury, MD
Circle Terrace          1,104,269    15,436,706  16,540,975     4,650,182  1993    various    12/06/91
  Lansdown, MD
                       ---------------------------------------------------

        TOTAL          $14,249,725 $131,207,852 $145,457,577  $45,171,392
                       ===================================================

</TABLE>



(1) The aggregate cost for Federal Income Tax purposes is approximately
$ 126,495,000.


                     * Mortgage notes payable generally represent non-recourse
                       financing of low-income housing projects payable with
                       terms of up to 40 years with interest payable at rates
                       ranging from 8.00% to 11%. The Partnership has not
                       guaranteed any of these mortgage notes payable.




QH  5
Summary of property owned and accumulated depreciation:

Property Owned December 31, 2000
--------------------------------------------------------------
Balance at beginning of period                   $146,140,489

  Additions during period:

     Other acquisitions                 18,170
     Improvements etc.                 346,490
                                ---------------
                                                      364,660


  Deductions during period:
     Cost of real estate sold      (1,047,572)
     Impairment of Assets                    0
                                ---------------
                                                   (1,047,572)
                                               ---------------
Balance at close of period                       $145,457,577
                                               ===============


 Accumulated Depreciation December 31, 2000
 --------------------------------------------------
 Balance at beginning of period                    40,962,534

   Additions/Deductions during  period:

      Depreciation                                  4,531,017
      Disposals                                      (322,159)
                                                  -----------
 Balance at close of  period                      $45,171,392
                                                  ===========




Property Owned December 31, 1999
--------------------------------------------------------------
Balance at beginning of period                   $145,851,429

  Additions during period:

     Other acquisitions                 46,195
     Improvements etc.                 242,865
                                ---------------
                                                      289,060
  Deductions during period:
     Cost of real estate sold                0
     Impairment of Assets                    0
                                ---------------
                                                            0
                                              ---------------
Balance at close of period                       $146,140,489
                                              ===============


 Accumulated Depreciation December 31, 1999
 --------------------------------------------------
 Balance at beginning of  period                   36,683,600

   Additions during period:
      Depreciation                                  4,278,934
                                                  -----------
 Balance at close of  period                      $40,962,534
                                                  ===========







Property Owned December 31, 1998
--------------------------------------------------------------
Balance at beginning of period                   $145,480,348

  Additions during period:

     Other acquisitions                 95,346
     Improvements etc.                 275,735
                               ---------------
                                                      371,081
  Deductions during period:
     Cost of real estate sold                0
     Impairment of Assets                    0
                                ---------------
                                                            0
                                               ---------------
Balance at close of period                       $145,851,429
                                               ===============



Accumulated Depreciation December 31, 1998
--------------------------------------------------
Balance at beginning of period                   31,678,791

  Additions during period:
     Depreciation                                 5,004,809
                                                -----------
Balance at close of period                      $36,683,600
                                                ===========



<PAGE>

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

             Annual Report on form 10-K
           For The Year Ended March 31, 2001
            Reports of Independent Auditors

<PAGE>

Woodlake Hills

[Letterhead]

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

To The Partners of Woodlake Hills
Limited Partnership
Dearborn, Michigan 48124

Independent Auditor's Report

I have audited the accompanying balance sheet of Woodlake Hills Limited
Partnership, a Michigan limited partnership as of December 31, 2000 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, 2000 and the results of its operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.

/s/John J. Lehotan
Certified Public Accountant
February 10, 2001

<PAGE>

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

             Annual Report on form 10-K
           For The Year Ended March 31, 2000
            Reports of Independent Auditors

<PAGE>

Woodlake Hills

[Letterhead]

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

To The Partners of Woodlake Hills
Limited Partnership
Dearborn, Michigan 48124

Independent Auditor's Report

I have audited the accompanying balance sheet of Woodlake Hills Limited
Partnership, a Michigan limited partnership as of December 31, 1999 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, 1999 and the results of its operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.

/s/John J. Lehotan
Certified Public Accountant
February 1, 2000

<PAGE>

Woodlake Hills

[Letterhead]

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

To The Partners of Woodlake Hills
Limited Partnership
Dearborn, Michigan 48124

Independent Auditor's Report

I have audited the accompanying balance sheet of Woodlake Hills Limited
Partnership, a Michigan limited partnership as of December 31, 1998 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, 1998 and the results of its operations and its cash flow for
the year then ended in conformity with generally accepted accounting principles.

/s/John J. Lehotan
Certified Public Accountant
February 10, 1999

<PAGE>
Strathern Park

[Letterhead]

[LOGO]

NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP
9454  Wilshire Boulevard, Suite 405
Beverly Hills, California  90212-2907

Independent Auditors' Report

The Partners
Strathern Park
Los Angeles, California

We have audited the accompanying balance sheet of Strathern Park (a California
limited partnership), as of December 31, 2000 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, 2000, 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 and II is
presented for the purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

/s/Nanas, Stern, Biers, Neinstein and Co., LLP
NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP
January 30, 2001

<PAGE>


Strathern Park
[Letterhead]
[LOGO]

NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP
9454  Wilshire Boulevard, Suite 405
Beverly Hills, California  90212-2907

Independent Auditors' Report

The Partners
Strathern Park
Los Angeles, California

We have audited the accompanying balance sheet of Strathern Park (a California
limited partnership), as of December 31, 1999 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, 1999, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

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

/s/Nanas, Stern, Biers, Neinstein and Co., LLP
NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP
January 26, 2000

<PAGE>

Strathern Park
[Letterhead]
[LOGO]

NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP
9454  Wilshire Boulevard, Suite 405
Beverly Hills, California  90212-2907

Independent Auditors' Report

The Partners
Strathern Park
Los Angeles, California

We have audited the accompanying balance sheet of Strathern Park (a California
limited partnership), as of December 31, 1998 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, 1998, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

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

/s/Nanas, Stern, Biers, Neinstein and Co., LLP
NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP
February 3, 1999

<PAGE>
Maiden Choice Limited Partnership
[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, 2000, and the related statements of operations,
partners' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maiden Choice Limited
Partnership as of December 31, 2000, and the results of its operations, the
changes in partners' equity (deficit) and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 30
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 audit
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 11,
2001, on our consideration of Maiden Choice Limited Partnership's internal
control and on its compliance with specific requirements applicable to
DHCD-assisted programs, and laws and regulations
applicable to the financial statements. Those reports are an integral part of an
audit performed in accordance with Government Auditing Standards and should be
read in conjunction with this report in considering the results of our audit.

/s/Reznick Fedder & Silverman
Baltimore, Maryland           Federal Employer Identification Number:
                                                          52-1088612
Audit Principal: William T. Riley, Jr.
January 11, 2001

<PAGE>

Maiden Choice Limited Partnership
[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, 1999, and the related statements of operations,
partners' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maiden Choice Limited
Partnership as of December 31, 1999, and the results of its operations, the
changes in partners' equity (deficit) and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 30
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 audit
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 8,
2000, on our consideration of Maiden Choice Limited Partnership's internal
control and on its compliance with specific requirements applicable to
DHCD-assisted programs, fair housing and non-discrimination, and laws and
regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland           Federal Employer Identification Number:
                                                          52-1088612
Audit Principal: William T. Riley, Jr.
January 8, 2000

<PAGE>

Maiden Choice Limited Partnership
[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, 1998, 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, 1998, and the results of its operations, the
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 22 through 27
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 audit
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,
1999, on our consideration of Maiden Choice Limited Partnership's internal
control and on its compliance with specific requirements applicable to
DHCD-assisted programs, fair housing and non-discrimination, and laws and
regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Baltimore, Maryland           Federal Employer Identification Number:
                                                          52-1088612
Audit Principal: William T. Riley, Jr.
January 6, 1999


<PAGE>

Cedar Lane I, Ltd.
[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, 2000 and 1999
and the related statements of operations, changes in partners' equity (deficit),
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and the standards for financial audits contained in Government Auditing
Standards issued by the Comptroller General of the United States. Those
standards require that we plan and perform the 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 Cedar Lane I, Ltd. as of
December 31, 2000 and 1999, 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 our report
dated February 2, 2001 on our consideration of Cedar Lane I, Lts.'s internal
control over financial reporting and our tests of its compliance with certain
provisions
of laws, regulations, contracts and grants. Those reports are an integral part
of an audit performed in accordance with Government Auditing Standards and
should be read in conjunction with this report in considering the results of our
audit.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental 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, LLP
Lexington, Kentucky
February 2, 2001


<PAGE>

Cedar Lane I, Ltd.
[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, 1999 and 1998
and the related statements of operations, changes in partners' equity (deficit),
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and the standards for financial audits contained in Government Auditing
Standards issued by the Comptroller General of the United States. Those
standards require that we plan and perform the 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 Cedar Lane I, Ltd. as of
December 31, 1999 and 1998, 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 our report
dated January 27, 2000 on our consideration of Cedar Lane I, Lts.'s internal
control over financial reporting and our tests of its compliance with certain
provisions of laws, regulations, contracts and grants.

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


/s/Miller, Mayerm Sullivan & Stevens, LLP
Lexington, Kentucky
January 27, 2000


<PAGE>

Cedar Lane I, Ltd.
[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, 1998 and 1997
and the related statements of operations, changes in partners' equity (deficit),
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and the standards for financial audits contained in Government Auditing
Standards issued by the Comptroller General of the United States. Those
standards require that we plan and perform the 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 Cedar Lane I, Ltd. as of
December 31, 1998 and 1997, 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 our report
dated February 11, 1999 on our consideration of Cedar Lane I, Lts.'s internal
control over financial reporting and our tests of its compliance with certain
provisions of laws, regulations, contracts and grants.

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


/s/Miller, Mayerm Sullivan & Stevens, LLP
Lexington, Kentucky
February 11, 1999

<PAGE>

Silver Creek II, Ltd.
[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, 2000 and 1999, and the related
statements of operations, changes in partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the responsibility of
the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Silver Creek II, Ltd. as of
December 31, 2000 and 1999 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, LLP
Lexington, Kentucky
January 29, 2001

<PAGE>

Silver Creek II, Ltd.
[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, 1999 and 1998, and the related
statements of operations, changes in partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the responsibility of
the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Silver Creek II, Ltd. as of
December 31, 1999 and 1998 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, LLP
Lexington, Kentucky
January 27, 2000

<PAGE>
Tomkins/Rosecliff, Ltd.:
 [Letterhead]
[LOGO]
Deloitte & Touche LLP
Suite 1800
200 South Orange Avenue
Orlando, Florida  32801

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of Tomkins/Rosecliff, Ltd. (a
Florida Limited Partnership) as of December 31, 2000, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tomkins/Rosecliff, Ltd. (a
Florida Limited Partnership) as of December 31, 2000, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.


/s/Deloitte & Touche LLP
January 19, 2000

<PAGE>


Tomkins/Rosecliff,Ltd.:


 [Letterhead]

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

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of Tomkins/Rosecliff, Ltd. (a
Florida Limited Partnership) as of December 31, 1999, 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, 1999, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/Deloitte & Touche LLP
January 21, 2000

<PAGE>
Tomkins/Rosecliff, Ltd.:

 [Letterhead]

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

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of Tomkins/Rosecliff, Ltd. (a
Florida Limited Partnership) as of December 31, 1998, 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, 1998, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.


/s/Deloitte & Touche LLP
January 29, 1999

<PAGE>
Brookwood L.D.H.A
[Letterhead]
[LOGO]
Follmer Rudzewicz  PLC

INDEPENDENT AUDITORS' REPORT

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

We have audited the  accompanying  balance sheet of Brookwood  L.D.H.A.  Limited
Partnership (a Michigan limited  partnership),  MSHDA  Development No. 832 as of
December 31, 2000 and the related statement of profit and loss, changes 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 auditing standards generally accepted
in the United States of America and Government Auditing Standards, issued by the
Comptroller General of the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Brookwood L.D.H.A. Limited Partnership,
MSHDA No. 832 as of December 31, 2000, and the results of its operations, the
changes in its cumulative income and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information of Brookwood
L.D.H.A. Limited Partnership, MSHDA No. 832 on pages 13 to 17 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 16, 2001 on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

/s/Follmer Rudzewicz PLC
Follmer Rudzewicz PLC
Certified Public Accountants
Southfield, Michigan
EIN: 38-3460430

<PAGE>

Brookwood L.D.H.A
[Letterhead]
[LOGO]
Follmer, Rudzewicz & Co., P.C.

INDEPENDENT AUDITORS' REPORT

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

We have audited the  accompanying  balance sheet of Brookwood  L.D.H.A.  Limited
Partnership (a Michigan limited  partnership),  MSHDA  Development No. 832 as of
December 31, 1999 and the related statement of profit and loss, changes in
accumulated earnings and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Brookwood L.D.H.A. Limited Partnership,
MSHDA No. 832 as of December 31, 1999, 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 13 through 18 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 24, 2000 on our consideration of the partnership's internal
control structure and 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>

Brookwood L.D.H.A
[Letterhead]
[LOGO]
Follmer, Rudzewicz & Co., P.C.

INDEPENDENT AUDITORS' REPORT

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

We have audited the  accompanying  balance sheet of Brookwood  L.D.H.A.  Limited
Partnership (a Michigan limited  partnership),  MSHDA  Development No. 832 as of
December 31, 1998 and the related statement of profit and loss, changes in
accumulated earnings and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Brookwood L.D.H.A. Limited Partnership,
MSHDA No. 832 as of December 31, 1998, and the results of its operations, the
changes in its cumulative income and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we have also issued a report
dated January 22, 1999 on our consideration of the partnership's internal
control structure and 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>

Burbank Limited Partnership I

[Letterhead]
              Otis, Atwell & Timberlake
         Professional Association

The Partners
Burbank Limited Partnership I

      We have audited the accompanying balance sheet of Burbank Limited
Partnership I as of December 31, 1999 and 1998, and the related statements of
income, partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

       In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Burbank Limited
Partnership
I as of December 31, 1999 and 1998, and the results of its operations, changes
in partners' equity (deficit) and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 2 to the
financial statements, the Partnership's first mortgage note has matured and has
not yet been refinanced, which raises substantial doubt about the Partnership's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/Otis, Atwell & Timberlake, P.A.
Certified Public Accountants

January 19, 2000
Portland, Maine

<PAGE>

Virginia Housing Development Authority

[Letterhead]

[LOGO]
Wall Einhorn & Chernitzer., P.C.
Certified Public Accountants
First Virginia Bank Tower
555 Main Street
Suite 1500
Norfolk, Virginia 23510
Alvin A. Wall, CPA                           Telephone (757)625-4700
Martin A. Einhorn, CPA, CVA          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,
2000 and 1999, and the related statements of operations , partners' equity, and
cash flows for the years then ended. These financial statements are the
responsibility of the project's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 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, 2000 and 1999, and the results of its operations, changes in
partners' equity, and cash flows for the years then ended in conformity with
generally accepted accounting principles.

  The accompanying supplementary information (shown on pages 10 to 17) is
presented for the purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

/s/Wall, Einhorn & Chernitzer, P.C.
Norfolk, Virginia
January 22, 2001


<PAGE>

Virginia Housing Development Authority
[Letterhead]
[LOGO]
Wall Einhorn & Chernitzer., P.C.
Certified Public Accountants
First Virginia Bank Tower
555 Main Street
Suite 1500
Norfolk, Virginia 23510
Alvin A. Wall, CPA                           Telephone (757)625-4700
Martin A. Einhorn, CPA, CVA          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,
1999 and 1998, and the related statements of operations , partners' equity, and
cash flows for the years then ended. These financial statements are the
responsibility of the project's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 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, 1999 and 1998, and the results of its operations, changes in
partners' equity, and cash flows for the years then ended in conformity with
generally accepted accounting principles.

 The accompanying supplementary information (shown on pages 10 to 17) is
presented for the purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

/s/Wall, Einhorn & Chernitzer, P.C.
Norfolk, Virginia
January 26, 2000

<PAGE>

Timothy House Limited Partnership
[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, 2000 and the related statements of operations,
partners' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Timothy House Limited
Partnership as of December 31, 2000, and the results of its operations, the
changes in partners' equity (deficit) and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 30
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 9,
2001, on our consideration of Timothy House Limited Partnership's internal
control structure and on its compliance with requirements applicable to
DHCD-assisted programs, and laws and regulations
applicable to the financial statements. Those reports are an integral part of an
audit performed in accordance with Government Auditing Standards and should be
read in conjunction with this report in considering the results of our audit.

/s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 9, 2001                      Identification Number:
                                                  52-1088612
Lead Auditor:  William T. Riley, Jr.


<PAGE>

Timothy House Limited Partnership
[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, 1999 and the related statements of operations,
partners' equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Timothy House Limited
Partnership as of December 31, 1999, and the results of its operations, the
changes in partners' equity (deficit) and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 21 through 30
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,
2000, on our consideration of Timothy House Limited Partnership's internal
control structure and on its compliance with requirements applicable to
DHCD-assisted programs, fair housing and non-discrimination, and laws and
regulations applicable to the financial statements.

 /s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 18, 2000                         Identification Number:
                                                     52-1088612
Audit Principal:  William T. Riley, Jr.

<PAGE>

Timothy House Limited Partnership

[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, 1998 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, 1998, and the results of its operations, the
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 22 through 27
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 13,
1999, on our consideration of Timothy House Limited Partnership's internal
control structure and on its compliance with requirements applicable to
DHCD-assisted programs, fair housing and non-discrimination, and laws and
regulations applicable to the financial statements.

 /s/Reznick Fedder & Silverman
Baltimore, Maryland                Federal Employer
January 13, 1999                         Identification Number:
                                                     52-1088612
Audit Principal:  William T. Riley, Jr.

<PAGE>

Westover Station Associates, L.P.
[Letterhead]
Wilfore & Wynn
A Professional Corporation
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

The Partners                                        Virginia Housing Development
Westover Station Associates, L.P.                             Authority
(A Limited Partnership)                              601 South Belvidere Street
Newport News, Virginia                               Richmond, Virginia 23220

We have audited the accompanying balance sheets of Westover Station Associates,
L.P., VHDA Project Number 90-0303-C, as of December 31, 2000 and 1999 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 audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westover Station Associates,
L.P. at December 31, 2000 and 1999, and the results of its operations and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

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

/s/Wilfore & Wynn
Wilfore & Wynn
Virginia Beach, Virginia
February 6, 2001

4530 Professional Circle  Virginia Beach, Virginia 23455-6498
Telephone (757)456-0111 Fax (757)473-1095

<PAGE>

Westover Station Associates, L.P.
[Letterhead]
Wilfore & Wynn
A Professional Corporation
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

The Partners                                        Virginia Housing Development
Westover Station Associates, L.P.                             Authority
(A Limited Partnership)                              601 South Belvidere Street
Newport News, Virginia                               Richmond, Virginia 23220

We have audited the accompanying balance sheets of Westover Station Associates,
L.P., VHDA Project Number 90-0303-C, as of December 31, 1999 and 1998 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 audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westover Station Associates,
L.P. at December 31, 1999 and 1998, and the results of its operations and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

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

/s/Wilfore & Wynn
Wilfore & Wynn
Virginia Beach, Virginia
February 9, 2000

4530 Professional Circle  Virginia Beach, Virginia 23455-6498
Telephone (757)456-0111 Fax (757)473-1095

<PAGE>

Christiansted Limited Dividend Housing
[Letterhead]
Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (248) 356-3880
                Facsimile: (248) 356-3885

Independent Auditors' Report
February 5, 2001

Partners
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, 2000 and 1999, and
the related statements of operations, partners' deficit and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Christiansted Limited Dividend
Housing Association Limited Partnership as of December 31, 2000 and 1999, 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>

Christiansted Limited Dividend Housing
[Letterhead]
Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (248) 356-3880
                Facsimile: (248) 356-3885

Independent Auditors' Report
January 18, 2000

Partners
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, 1999 and 1998, and
the related statements of operations, partners' deficit and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Christiansted Limited Dividend
Housing Association Limited Partnership as of December 31, 1999 and 1998, 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>

St. Croix II. Limited Partnership
[Letterhead]
Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (248) 356-3880
                Facsimile: (248) 356-3885

Independent Auditors' Report
February 5, 2001

Partners
St. Croix II. Limited Partnership

We have audited the accompanying balance sheet of St. Croix II, Limited
Partnership as of December 31, 2000 and 1999, and the related statements of
operations, partners' deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of St. Croix II, Limited
Partnership as of December 31, 2000 and 1999, 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>

St. Croix II. Limited Partnership
[Letterhead]
Kirschner Hutton Perlin, P.C.
Certified Public Accountants

               26913 Northwestern Hwy. Suite 510
               Southfield, Michigan 48034-8444
                Telephone: (248) 356-3880
                Facsimile: (248) 356-3885

Independent Auditors' Report
January 17, 2000

Partners
St. Croix II. Limited Partnership

We have audited the accompanying balance sheet of St. Croix II, Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of St. Croix II, Limited
Partnership as of December 31, 1999 and 1998, 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>

Kensington Place Townhomes,
Letterhead]
[LOGO]
KPMG LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Kensington Place Townhomes,
A Limited Partnership:

We have audited the accompanying balance sheets of Kensington Place Townhomes, A
Limited Partnership as of December 31, 2000 and 1999, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that our 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 Kensington Place Townhomes, A
Limited Partnership as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ KPMG LLP
February 23, 2001

<PAGE>


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

           Independent Auditors' Report

The Partners
Kensington Place Townhomes,
A Limited Partnership:

We have audited the accompanying balance sheets of Kensington Place Townhomes, A
Limited Partnership as of December 31, 1999 and 1998, 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
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 Kensington Place Townhomes, A
Limited Partnership as of December 31, 1999 and 1998, 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 25, 2000

<PAGE>

Cobblestone Place Townhomes,
[Letterhead]
[LOGO]
KPMG LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Cobblestone Place Townhomes,
A Limited Partnership:


We have audited the accompanying balance sheets of Cobblestone Place Townhomes,
A Limited Partnership as of December 31, 2000 and 1999, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that our 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, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ KPMG LLP
February 23, 2000

<PAGE>

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

           Independent Auditors' Report

The Partners
Cobblestone Place Townhomes,
A Limited Partnership:


We have audited the accompanying balance sheets of Cobblestone Place Townhomes,
A Limited Partnership as of December 31, 1999 and 1998, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that our 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, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
auditing standards generally accepted in the United States of America.

/s/ KPMG Peat Marwick LLP
February 23, 2000

<PAGE>







Whispering Trace Apartments
[Letterhead]
[LOGO]
KPMG LLP 303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA  30308

           Independent Auditors' Report

The Partners
Whispering Trace Apartments,
A Limited Partnership:

We have audited the accompanying balance sheets of Whispering Trace Apartments,
A Limited Partnership as of December 31, 2000 and 1999, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial 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, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ KPMG LLP
February 23, 2001


<PAGE>

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

           Independent Auditors' Report

The Partners
Whispering Trace Apartments,
A Limited Partnership:

We have audited the accompanying balance sheets of Whispering Trace Apartments,
A Limited Partnership as of December 31, 1999 and 1998, 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
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We believe that our 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, 1999 and 1998, 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 17, 2000

<PAGE>

Huguenot Park Associates, L.P.
[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, 2000 and 1999, and the related statements of operations,
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 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 position of Huguenot Park Associates, L.P.
as of December 31, 2000 and 1999, 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
February 17, 2001

<PAGE>

Huguenot Park Associates, L.P.
[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, 1999 and 1998, and the related statements of operations,
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 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 position of Huguenot Park Associates, L.P.
as of December 31, 1999 and 1998, 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
February 7, 2000

<PAGE>





Westgate Apartments Limited Partnesrhip
[Letterhead]
[LOGO]
EideBailly LLP
Consultants, Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
Westgate Apartments Limited Partnesrhip
St. Paul, Minnesota

We have audited the accompanying balance sheets of Westgate Apartments Limited
Partnership as of December 31, 2000 and 1999, and the related statements of
operations, partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westgate Apartments Limited
Partnership as of December 31, 2000 and 1999, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/EideBailly LLP
Fargo, North Dakota
January 22, 2001

<PAGE>

Westgate Apartments Limited Partnesrhip
[Letterhead]
[LOGO]
EideBailly LLP
Consultants, Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
Westgate Apartments Limited Partnesrhip
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Westgate Apartments Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations, partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Westgate Apartments Limited
Partnership as of December 31, 1999 and 1998, and the results of its operations,
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

/s/EideBailly LLP
Fargo, North Dakota
January 21, 2000

<PAGE>

Bixel House
[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 90731                     Richard Suarez, Jr., CPA
              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, 2000, and the related statements of operations, changes in
partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial 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 position of Bixel House at December 31, 2000,
and the results of its operations and cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/s/Suarez Accountancy Corporation
San Pedro, California
January 10, 2001

<PAGE>

Bixel House
[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 90731                     Richard Suarez, Jr., CPA
              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, 1999, and the related statements of operations, changes in
partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial 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 position of Bixel House at December 31,
1999, and the results of its operations and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

/s/Suarez Accountancy Corporation
San Pedro, California
February 8, 2000

<PAGE>

Bixel House
[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 90731                     Richard Suarez, Jr., CPA
              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, 1998, and the related statements of operations, changes in
partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

     I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial 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 position of Bixel House at December 31,
1998, and the results of its operations and cash flows for the year then ended,
in conformity with generally accepted accounting principles.

/s/Suarez Accountancy Corporation
San Pedro, California
February 28, 1999


<PAGE>

Harmony Apartments
[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 90731                     Richard Suarez, Jr., CPA
              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, 2000, and the related statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 2000. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

       In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Harmony Apartments at
December 31, 2000, and the results of its operations and cash flows for the year
ended December 31, 2000 in conformity with generally accepted accounting
principles.

/s/Suarez Accountancy Corporation
San Pedro, California
January 29, 2001

<PAGE>

Harmony Apartments
[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 90731                     Richard Suarez, Jr. CPA
              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, 1999, and the related statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1999. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

       In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Harmony Apartments at
December 31, 1999, and the results of its operations and cash flows for the year
ended December 31, 1999 in conformity with generally accepted accounting
principles.

/s/Suarez Accountancy Corporation
San Pedro, California
February 8, 2000


<PAGE>

Harmony Apartments
[Letterhead]
              SUAREZ ACCOUNTANCY CORPORATION
              150 W. Seventh Street Suite 100
              San Pedro, CA 90731                     Richard Suarez, Jr., CPA
              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, 1998, and the related statements of operations, changes in
partners' capital, and cash flows for the year ended December 31, 1998. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

       In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Harmony Apartments at
December 31, 1998, and the results of its operations and cash flows for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles.

/s/Suarez Accountancy Corporation
San Pedro, California
February 28, 1999

<PAGE>

Schumaker Place Associates, L.P.
[Letterhead]
[LOGO]
Halbert, Katz & Co., P.C.
121 South Broad Street
Philadelphia, Pennsylvania  19107

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheets of Schumaker Place Associates,
L.P., as of December 31, 2000 and December 31, 1999, and the related statements
of loss, partners' capital (capital deficiency) and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Schumaker Place Associates,
L.P., as of December 31, 2000 and December 31, 1999, 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.

/s/Halbert Katz & Co., P.C.
January 31, 2001


<PAGE>

Schumaker Place Associates, L.P.
[Letterhead]
 [LOGO]
Halbert, Katz & Co., P.C.
121 South Broad Street
Philadelphia, Pennsylvania  19107

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheets of Schumaker Place Associates,
L.P., as of December 31, 1999 and December 31, 1998, and the related statements
of loss, partners' capital (capital deficiency) and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Schumaker Place Associates,
L.P., as of December 31, 1999 and December 31, 1998, and the results of its
operations, changes in partners' capital (capital deficiency) and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.

Our audit were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on page 12) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of
Schumaker Place Associates, L.P. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

/s/Halbert Katz & Co., P.C.
January 31, 2000

<PAGE>

Circle Terrace Associates
[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, 2000, and the related statements of
operations, partners' equity (deficit) and cash flows for the year then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Circle Terrace Associates
Limited Partnership as of December 31, 2000, and the results of its operations,
the changes in partners' equity (deficit) 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 27 through 36
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

<PAGE>

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs", we have also issued reports dated February
20, 2001 on our consideration of Circle Terrace Associates Limited Partnership's
internal control and on its compliance with specific requirements applicable to
Major HUD and fair
housing and non-discrimination. Those reports are an integral part of an audit
performed in accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

/s/Reznick Fedder & Silverman
Bethesda, Maryland                Federal Employer
February 20, 2001                         Identification Number:
                                                     52-1088612
Lead Auditor: Robert J. Denmark

<PAGE>

Circle Terrace Associates
[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, 1999, and the related statements of
operations, partners' equity (deficit) and cash flows for the year then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Circle Terrace Associates
Limited Partnership as of December 31, 1999, and the results of its operations,
the changes in partners' equity (deficit) 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 27 through 37
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

<PAGE>

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs", we have also issued reports dated March 24,
2000 on our consideration of Circle Terrace Associates Limited Partnership's
internal control and on its compliance with specific requirements applicable to
Major HUD and fair housing and non-discrimination.

/s/Reznick Fedder & Silverman
Bethesda, Maryland                Federal Employer
March 24, 2000                         Identification Number:
                                                     52-1088612
Lead Auditor: Robert J. Denmark

<PAGE>

Circle Terrace Associates
[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, 1998, and the related statements of
operations, partners' equity (deficit) and cash flows for the year then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Circle Terrace Associates
Limited Partnership as of December 31, 1998, and the results of its operations,
the changes in partners' equity (deficit) and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

The Housing Assistance Payment contracts covering all 303 units expired on
November 30, 1998 and November 30, 1997. It is uncertain whether HUD will renew
these contracts under terms that are consistent with the successful operations
of the project (see note G).

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 28 through 37
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

<PAGE>

In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs", we have also issued reports dated January 20,
1999 on our consideration of Circle Terrace Associates Limited Partnership's
internal control and on its compliance with specific requirements applicable to
Major HUD and DHCD-assisted programs, fair housing and non-discrimination, and
laws and regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Bethesda, Maryland                Federal Employer
January 20, 1999                         Identification Number:
                                                     52-1088612
Audit Principal:  Lester Kanis

<PAGE>

Water Oak
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, LLP

INDEPENDENT AUDITORS REPORT

To the Partners
Water Oak Apartments, L.P.

We have audited the accompanying balance sheets of WATER OAK APARTMENTS, L.P.,
RHS Project No. 09-64-581801555 as of December 31, 2000 and 1999, and the
related statements of operations, changes in partners' equity (deficit), and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General of
the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. 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 accordance with Government Auditing Standards, we have also issued reports
dated January 20, 2001 on our consideration of WATER OAK APARTMENTS, L.P.'s
internal control and on its compliance with laws and regulations applicable to
the financial statements.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of WATER OAK APARTMENTS, L.P.,
as of December 31, 2000 and 1999, and the results of its operations 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 13
through 22 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 fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/Habif, Arogeti & Wynne, LLP
Atlanta, Georgia
January 20, 2001


<PAGE>

Water Oaks
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, LLP

INDEPENDENT AUDITORS REPORT

To the Partners
Water Oaks Apartments, L.P.

We have audited the accompanying balance sheet of WATER OAKS APARTMENTS, L.P.,
RHS Project No. 09-64-581801555 as of December 31, 1999 and the related
statements of operations, 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. The financial statements of WATER OAK
APARTMENTS, L.P. as of December 31, 1998 were audited by other auditors whose
report dated January 28, 1999 expressed and unqualified opinion on those
statements.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General of
the
United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. 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 accordance with Government Auditing Standards, we have also issued reports
dated January 21, 2000 on our consideration of WATER OAK APARTMENTS, L.P.'s
internal control and on its compliance with laws and regulations applicable to
the financial statements.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of WATER OAKS APARTMENTS, L.P., as
of December 31, 1999, and the results of its operations and its cash flows for
the year 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 13
through 22 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 fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/Habif, Arogeti & Wynne, LLP
Atlanta, Georgia
January 21, 2000

<PAGE>

Water Oaks
[Letterhead]
[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITORS REPORT

To the Partners
Water Oaks Apartments, L.P.

We have audited the accompanying balance sheets of Water Oaks Apartments, L.P.,
RHS Project No. 09-64-581801555 as of December 31, 1998 and 1997 and the related
statements of operations, partners' equity (deficit), and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Water Oaks Apartments, L.P.,
RHS Project No. 09-64-581801555 as of December 31, 1998 and 1997, and the
results of its operations, the changes in partners' equity (deficit), and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 16
through 22 is presented for 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 28, 1999, on our consideration of Water Oak Apartments, L.P.'s
internal control and on its compliance with laws and regulations applicable to
the financial statements.

 /s/Reznick Fedder & Silverman
Atlanta, Georgia
January 28, 1999

<PAGE>
Archer Village
[Letterhead]
[LOGO]
Habif, Arogeti &Wynne, LLP

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, 2000 and 1999, and the
related statements of operations, changes in partners' accumulated 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, Government Auditing Standards, issued by the Comptroller General of
the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ARCHER VILLAGE, LTD. as of
December 31, 2000 and 1999, and the results of its operations, its changes in
partners' accumulated deficit, 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 reports
dated January 20, 2001, on our consideration of ARCHER VILLAGE, LTD. internal
control and on its compliance with laws and regulations applicable to the
financial statements.

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 13
through 18 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 fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/Habif Arogeti &Wynne, LLP
Atlanta, Georgia
January 20, 2001

<PAGE>

Archer Village
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, LLP

INDEPENDENT AUDITORS' REPORT

To the Partners
Archer Village, Ltd.

We have audited the  accompanying  balance sheet of ARCHER  VILLAGE,  LTD.,
 RHS Project No.:  09-001-267869575, as of December 31, 1999, and the related
statements of operations, changes in partners' accumulated 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 audits. The financial statements of
ARCHER VILLAGE , LTD., as of December 31, 1998 were audited by other auditors
whose report dated January 28, 1999 expressed and unqualified opinion on those
statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ARCHER VILLAGE, LTD. as of
December 31, 1999 and the results of its operations, its changes in partners'
accumulated deficit 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 reports
dated January 21, 2000 on our consideration of ARHCER VILLAGE, LTD. internal
control and on its compliance with laws and regulations applicable to the
financial statements.

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 13
through 18 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 fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/Habif Arogeti & Wynne, LLP
Atlanta, Georgia
January 21, 2000


<PAGE>
Archer Village
[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, 1998 and 1997, and the related
statements of operations, partners' equity (deficit), and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Archer Village, Ltd., RHS
Project No.: 09-001-267869575 as of December 31, 1998 and 1997, and the results
of its operations, the changes in partners' equity (deficit) and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 16
through 22 is presented for 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 28, 1999, on our consideration of Archer Village, Ltd.'s internal
control and its compliance with laws and regulations applicable to the financial
statements.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 28, 1999

<PAGE>

Ocean View Apartments
[Letterhead]
[LOGO]
Habif Arogeti & Wynne, LLP

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, 2000 and 1999, and the
related statements of operations, changes in partners' accumulated 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, Government Auditing Standards, issued by the Comptroller General of
the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. 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 accordance with Government Auditing Standards, we have also issued reports
dated January 20, 2001 on our consideration of OCEAN VIEW APARTMENTS, L.P's
internal control structure and on its compliance with laws and regulations
applicable to the financial statements.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OCEAN VIEW APARTMENTS, L.P., as
of December 31, 2000 and 1999, and the results of its operations, its changes in
partners' equity (deficit), 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 11
through 15 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/Habif Arogeti & Wynne, LLP
Atlanta, Georgia
January 20, 2001

<PAGE>
Ocean View Apartments
[Letterhead]
[LOGO]
Habif Arogeti & Wynne, LLP

INDEPENDENT AUDITORS' REPORT

To the Partners
Ocean View Apartments, L.P.

We have audited the accompanying balance sheet of OCEAN VIEW APARTMENTS, L.P.,
RHS Project No.: 09-45-581801553, as of December 31, 1999 and the related
statements of operations, changes in partners' accumulated 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 audits. The financial statements of
OCEAN VIEW APARTMENTS, L.P. as of December 31, 1998 were audited by other
auditors whose report dated January 28, 1999 expressed and unqualified opinion
on those statements.

We conducted our audits in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General of
the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. 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 accordance with Government Auditing Standards, we have also issued reports
dated January 21, 2000 on our consideration of OCEAN VIEW APARTMENTS, L.P's
internal control and on its compliance with laws and regulations applicable to
the financial statements.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OCEAN VIEW APARTMENTS, L.P., as
of December 31, 1999 and the results of its operations, the changes in partners'
equity (deficit) and cash flows for the year 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 11
through 15 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/Habif Arogeti & Wynne, LLP
Atlanta, Georgia
January 21, 2000

<PAGE>

Ocean View Apartments
[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, 1998 and 1997, and the
related statements of operations, changes in partners' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and 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, 1998 and 1997, and the
results of its operations, the changes in partners' equity (deficit) and cash
flows for the years then ended, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 16
through 22 is presented for the purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the 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 28, 1999 on our consideration of Ocean View Apartments, L.P.'s
internal control structure and on its compliance with laws and regulations
applicable to the financial statements.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 9, 1999


<PAGE>

Yester Oaks
[Letterhead]
[LOGO]
Habif Arogeti & Wynne, LLP

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.: 11-046-581814319), as of December 31, 2000 and 1999, and the
related statements of operations, changes in partners' accumulated 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, Government Auditing Standards, issued by the Comptroller General of
the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of YESTER OAKS, L.P. as of
December 31, 2000 and 1999, and the results of its operations, its changes in
partners' accumulated deficit, 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 reports
dated January 20, 2001 on our consideration of YESTER OAKS, L.P.'s internal
control and on its compliance with laws and regulations applicable to the
financial statements.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page 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/Habif Arogeti & Wynne, LLP
Atlanta, Georgia
January 20, 2001


<PAGE>

Yester Oaks
[Letterhead]
[LOGO]
Habif Arogeti & Wynne, LLP

INDEPENDENT AUDITORS' REPORT

To the Partners
Yester Oaks, L.P.

We have  audited  the  accompanying  balance  sheet of YESTER OAKS, L.P.
RHS Project No.: 11-046-581814319, as of December 31, 1999 and the related
statements of operations, changes in partners' accumulated 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 audits. The financial statements of
YESTER OAKS, L.P. as of December 31, 1998 were audited by other auditors whose
report dated January 28, 1999 expressed and unqualified opinion on those
statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of YESTER OAKS, L.P., as of
December 31, 1999 and the results of its operations, the changes in partners'
equity (deficit) and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 21, 2000 on our consideration of YESTER OAKS, L.P.'s internal
control and on its compliance with laws and regulations applicable to the
financial statements.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page 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/Habif Aroget & Wynne, LLP
Atlanta, Georgia
January 28, 2000


<PAGE>

Yester Oaks
[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, 1998 and 1997, and the related
statements of operations, changes in partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Yester Oaks, L.P., RHS Project
No.: 11-046-0581814319 as of December 31, 1998 and 1997, and the results of its
operations, the changes in partners' equity (deficit), 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 17 is presented for the purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued reports
dated January 28, 1999, on our consideration of Yester Oaks L.P.'s internal
control and on its compliance with laws and regulations applicable to the
financial statements.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 28, 1999

<PAGE>

HISTORIC NEW CENTER APARTMENTS LIMITED PARTNERSHIP [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 (a Limited Partnership) as of December 31, 2000, 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, 2000, 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, Illinois
Illnois Certificate No. 060-3097692
January 12, 2001

<PAGE>

HISTORIC NEW CENTER APARTMENTS LIMITED PARTNERSH
 [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 (a Limited Partnership) as of December 31, 1999, 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, 1999, 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, Illinois
Illnois Certificate No. 060-3097692
January 25, 2000


<PAGE>

HISTORIC NEW CENTER APARTMENTS LIMITED PARTNERSH

[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 (a Limited Partnership) as of December 31, 1998, 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, 1998, 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, Illinois
Illnois Certificate No. 060-3097692
February 3, 1999


<PAGE>