SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K

[X]  Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange
     Act of 1934

     For the fiscal year ended March 31, 1999 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 0-19443
                       -------
         Boston Capital Tax Credit Fund II Limited Partnership
-----------------------------------------------------------------
-------------
         (Exact name of registrant as specified in its charter)

       Massachusetts
04-3066791
--------------------------------
-------------------------------
 (State of other jurisdiction of                       (I.R.S.
Employer
incorporation or organization)
Identification No.)

One Boston Place, Suite 2100 Boston, MA
02108-4406
----------------------------------------------
-----------------------
(Address of Principal executive offices)                   (Zip
Code)

Partnership's telephone number, including area code:
(617)624-8900

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

                                                 Name of each
exchange
    Title of each class                          on which
registered
   --------------------
----------------------
           None                                         None

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

                       Beneficial Assignee Certificates
                       --------------------------------
                               (Title of Class)

Indicate by check mark whether the Partnership (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 twelve months (or for such shorter
period that the
Partnership 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 (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.   __

                                               |XX|

                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
The following documents of the Partnership are incorporated by
reference:

               Form 10-K
                 Parts                        Document
               ---------                      --------
               Parts I, III        October 25, 1989 Prospectus,
as
                                   supplemented

               Parts II, IV
            BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP
          Form 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31,
1999

                              TABLE OF CONTENTS

                                    PART I


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

                                   PART II

Item 5.   Market for the Registrant's Limited Partnership
             Interests and Related Partnership Matters
Item 6.   Selected Financial Data
Item 7.   Management's Discussion and Analysis of
             Financial Condition and Results of
             Operations
Item 8.   Financial Statements and Supplementary Data
Item 9.   Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure

                                   PART III

Item 10.  Directors and Executive Officers
             of the Partnership
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial
             Owners and Management
Item 13.  Certain Relationships and Related
             Transactions

                                   PART IV

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

                                    PART I
                                    ------
Item 1.     Business

Organization
------------
    Boston Capital Tax Credit Fund II Limited Partnership (the
"Partnership")
is a limited partnership formed under the Delaware Revised
Uniform Limited
Partnership Act as of June 28, 1989.  The General Partner of the
Partnership
is Boston Capital Associates II Limited Partnership, a Delaware
limited
partnership.  Boston Capital Associates, a Massachusetts general
partnership,
whose only two partners are Herbert F. Collins and John P.
Manning, the
principals of Boston Capital Partners, Inc., is the sole general
partner of
the General Partner.  The limited partner of the General Partner
is Capital
Investment Holdings, a general partnership whose partners are
certain officers
and employees of Boston Capital Partners, Inc., and its
affiliates.  The
Assignor Limited Partner is BCTC II Assignor Corp., a Delaware
corporation
which is wholly-owned by Herbert F. Collins and John P. Manning.

    The Assignor Limited Partner was formed for the purpose of
serving in that
capacity for the Partnership and will not engage in any other
business.  Units
of beneficial interest in the Limited Partnership Interest of the
Assignor
Limited Partner have been assigned by the Assignor Limited
Partner by means of
beneficial assignee certificates ("BACs") to investors and
investors are
entitled to all the rights and economic benefits of a Limited
Partner of the
Partnership including rights to a percentage of the income,
gains, losses,
deductions, credits and distributions of the Partnership.

    A Registration Statement on Form S-11 and the related
prospectus, as
supplemented (the "Prospectus") was filed with the Securities and
Exchange
Commission and became effective October 25, 1989 in connection
with a public
offering ("Offering") in series 7, 9 through 12, and 14.  The
Partnership
raised $186,337,517 representing a total of 18,679,738 BACs. The
Partnership completed sales of BACs in all Series on January 27,
1992.

Description of Business
-----------------------
    The Partnership's principal business is to invest as a
limited partner in
other limited partnerships (the "Operating Partnerships"), each
of which owns
or leases and operates an Apartment Complex exclusively or
partially for low-
and moderate-income tenants.  Each Operating Partnership in which
the
Partnership invested owns Apartment Complexes which are
completed,
newly-constructed, under construction or rehabilitation, or to-be
constructed
or rehabilitated, and which are expected to receive Government
Assistance.



Each Apartment Complex has qualified for the low-income housing
tax credit
under Section 42 of the Code (the "Federal Housing Tax Credit"),
thereby
providing tax benefits over a period of twelve years in the form
of tax
credits which investors may use to offset income, subject to
certain strict
limitations, from other sources.  Certain of the Apartment
Complexes also
qualified for the historic rehabilitation tax credit under
Section 48 of the
Code (the "Rehabilitation Tax Credit").  The Federal Housing Tax
Credit and
the Government Assistance programs are described on pages 67 to
92 of the
Prospectus, as supplemented, under the caption "Government
Assistance
Programs," which is incorporated herein by reference.  Section
236 (f) (ii) of
the National Housing Act, as amended, in Section 101 of the
Housing and Urban
Development Act of 1965, as amended, each provide for the making
by HUD of
                              1
rent supplement payments to low income tenants in properties
which receive
other forms of federal assistance such as Tax Credits.  The
payments for each
tenant, which are made directly to the owner of their property,
generally are
in such amounts as to enable the tenant to pay rent equal to 30%
of the
adjusted family income.  Some of the Apartment Complexes in which
the
Partnership has invested are receiving such rent supplements from
HUD.  HUD
has been in the process of converting rent supplement assistance
to assistance
paid not to the owner of the Apartment Complex, but directly to
the
individuals.  At this time, the Partnership is unable to predict
whether
Congress will continue rent supplement programs payable directly
to owners of
the Apartment Complex.

    As of March 31, 1999, the Partnership had invested in a total
of 309
Operating Partnerships; 15 Operating Partnerships on behalf of
Series 7, 55
Operating Partnerships on behalf of Series 9, 45 Operating
Partnerships on
behalf of Series 10, 40 Operating Partnerships on behalf of
Series 11, 53
Operating Partnerships on behalf of Series 12, and 101 Operating
Partnerships
on behalf of Series 14.  A description of these Operating
Partnerships is set
forth in Item 2 herein.

    The business objectives of the Partnership are to:

  (1)   preserve and protect the Partnership's capital;

  (2)   provide current tax benefits to Investors in the form of
(a) Federal
        Housing Tax Credits and Rehabilitation Tax Credits, which
an Investor
        may apply, subject to certain strict limitations, against
his federal
        income tax liability from active, portfolio and passive
income, and
        (b) passive losses which an Investor may apply to offset
his passive
        income (if any);

  (3)   provide capital appreciation (except with respect to the
Partnership's
        investment in certain Non-Profit Operating Partnerships)
through
        increases in value of the Partnership's investments and,
to the extent
        applicable, equity buildup through periodic payments on
the mortgage
        indebtedness with respect to the Apartment Complexes;

  (4)   Provide cash distributions (except with respect to the
Partnership's
        investment in certain Non-Profit Operating Partnerships)
from a
        Capital Transaction as to the Partnership.  The Operating
Partnerships
        intend to hold the Apartment Complexes for appreciation
in value.  The
        Operating Partnerships may sell the Apartment Complexes
after a period
        of time if financial conditions in the future make such
sales
        desirable and if such sales are permitted by government
restrictions;
        and

  (5)   provide, on a current basis and to the extent available,
cash
        distributions from the operations of the Apartment
Complexes (no
        significant amount of which is anticipated).

The business objectives and investment policies of the
Partnership are
described more fully on pages 44 to 52 of the Prospectus, as
supplemented,
under the caption "Business Objectives and Investment Policies, "
which is
incorporated herein by reference.

Item 2. Properties

  The Partnership has acquired a Limited Partnership Interest in
each of the
three hundred nine Operating Partnerships in six series
identified in the table set forth below.  In each instance the
Apartment Complex owned by each
                              2
of the Operating Partnerships is eligible for the Federal Housing
Tax Credit. Occupancy of a unit in each Apartment Complex which
initially complied with
the Minimum Set-Aside Test (i.e., occupancy by tenants with
incomes equal to
no more than a certain percentage of area median income) and the
Rent
Restriction Test (i.e., gross rent charged tenants does not
exceed 30% of the
applicable income standards) is referred to hereinafter as
"Qualified
Occupancy."  Each of the Operating Partnerships and each of the
respective
Apartment Complexes are described more fully in the Prospectus or
applicable
Report on Form 8-K filed during the past fiscal year.  The
General Partner
believes that there is adequate casualty insurance on the
properties.

  Please refer to Item 7. "Management's Discussion and Analysis
of Financial
Condition and Results of Operations" for a more detailed
discussion of
operational difficulties experienced by certain of the Operating
Partnerships.










































                              3





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 7

                      PROPERTY PROFILES AS OF March 31, 1999


                             Mortgage
Cap Con
                             Balance                   Qualified
paid
Property                      As of     Acq.    Const  Occupancy
thru
Name       Location   Units  12/31/98   Date    Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
----------

The Bowditch
School
Lodging     Jamaica Plain,
House         MA         50 $1,622,807   12/89   12/89   100%  $
606,390

Briarwood   Cameron,
Apartments    MO         24    622,916   12/89   12/89   100%
157,254

Buckner     Buckner,
Properties    MO         24    618,119   12/89    3/89   100%
146,287

Creekside   Vandergrift,
Apartments    PA         30  1,088,820   6/89     9/89   100%
247,790

Deer Hill   Huntersville,
II Apartments NC         40  1,476,070   2/90     5/89   100%
333,370

Hillandale  Lithonia,
Commons       GA        132  3,119,770  12/89     1/90   100%
1,138,907

Leo A. Meyer
Senior
Citizen     King City,
Housing       CA         44  1,658,088   6/90    11/89   100%
893,708

Lebanon
Properties  Lebanon
II            MO         24    572,358  12/89     7/89   100%
136,440

New Holland Danville,
Apartments*   IL         53      N/A     5/90     8/90    N/A
800,434

Oak Grove   Oak Grove,
Estates       MO         20    484,063  12/89     9/89   100%
113,188

Oakview     Delta,
Apartments    OH         38  1,125,970  12/89    10/89   100%
258,264

Metropole   Miami Beach,
Apartments    FL         42  2,164,291  12/89    12/89   100%
694,581


* Refer to note in Results of Operations for information on New
Holland Apartments.
                                    4





        Boston Capital Tax Credit Fund II Limited Partnership -
Series 7

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98   Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
---------

Rosenberg   Santa Rosa,
Apartments    CA        77 $1,811,122   2/90     1/92   100%
$1,943,360

Westwood
Square      Moore Head City,
Apartments    NC        36  1,410,139   7/90     7/90   100%
117,286

Winfield
Properties  Winfield,
II            MO        24    608,648  12/89     5/89   100%
142,525



























                                    5

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1999


                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98   Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
---------

Azalea
Village    Crawford,
Apartments   GA        24 $   639,341   5/90    5/90     100%   $
143,206

Beaver
Brook      Pelham,
Commons      NH        24   1,182,450   4/90    5/90     100%
290,403

Bent Creek Crest View,
Apartments
II           FL        24     707,838   6/90    5/90     100%
164,534

Big Lake    Big Lake,
Seniors      TX        20     558,694   4/94    6/95     100%
141,072

Blanco      Blanco,
Senior Apts. TX        20     518,510  12/93    9/94     100%
98,561

Breezewood
Village     Kissimmee,
Phase I      FL        86   2,793,221   4/90    4/90     100%
831,650

Breezewood  Kissimmee,
Village II   FL        42   1,426,808   5/90    5/90     100%
416,268

Cambridge   Madison,
Manor        FL        36   1,132,472   4/90    1/90     100%
268,523

Corinth
Senior      Corinth,
Housing      NY        40   1,487,949   4/90    2/90     100%
384,000

Cotton Mill Stuart,
Apartments   VA        40   1,477,350  10/92    7/93     100%
271,351

Country     Cedar Rapids,
Hill Apts.   IA       166   4,379,835   4/90    6/90     100%
3,471,607

Country     Blakely,
Lane Apts.   GA        32     945,712   5/90    5/90     100%
211,916


                                    6







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1999
Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98   Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
---------
Fawn River  Sturgis,
Apartments   MI       100   $3,693,439 10/90   10/90      97%
$971,446

Garden Lake Immokalee,
Apartments   FL        65    2,190,380  5/90    5/90     100%
577,529

Glenwood    Porterville,
Hotel        CA        36      735,954  6/90    6/90     100%
383,100

Grand
Princess   St. Croix,
Manor        USVI      24    1,490,181  6/90    8/90     100%
374,766

Grand
Princess   St. Croix,
Villa        USVI      24    1,489,187  6/90    8/90     100%
276,203

Greenwich
Senior     Greenwich,
Housing      NY        36    1,481,124  4/90    2/90     100%
340,000

Grifton    Grifton,
Manor Apts.  NC        40    1,253,867  9/93    2/94     100%
261,645

Hacienda
Villa      Firebaugh,
Apartments  CA        120    3,871,423  4/90    1/90     100%
1,343,294

Haines
City       Haines City,
Apartments  FL         46    1,436,748  4/90    2/90     100%
339,465

Hamlet     Newfane,
Square      NY         24      983,278 10/92    9/92      95%
193,830

Hill St.   South Paris,
Commons     ME         25    1,487,585 11/92   10/92     100%
301,064

Kristin
Park       Las Vegas,
Apartments  NM         44    1,389,295  3/90    6/90     100%
313,200



                                    7






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98   Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------
Le Grand    Le Grand,
Apts.        CA         34  $1,736,822 11/92   10/93     100%   $
419,011

Longmeadow  Skowhegan,
Apartments   ME         28   1,478,983  8/90    8/90     100%
284,000

Magnolia
Lane        Bloomingdale,
Apartments   GA         48   1,477,901  5/90    3/90     100%
321,908

Maywood     Corning,
Apartments   CA         40   1,499,427  3/90    7/90     100%
365,280

Meadowcrest Southfield,
Apartments   MI         83   2,885,424  9/90   10/90     100%
1,116,284

Mill Pond   Brooklyn,
Apartments   MI         36   1,106,279  5/90    5/90     100%
250,175

New Holland Danville,
Apartments*  IL         53       N/A    5/90    8/90      N/A
565,622

Pinewoods   Springfield,
Apartments   IL        168   3,792,526  6/90    6/91     100%
1,258,700

Pine Ridge  Polkton,
Place        NC         16     643,221  1/94   12/93     100%
114,730

Pleasanton  Pleasanton,
Seniors Apts.TX         24     621,607 12/93    7/93     100%
144,839

Port        Portage,
Crossing     IN        160   3,226,054  3/90    4/90     100%
2,733,580

Putney      Putney,
Meadows Apts VT         28   1,420,329 12/92    5/93     100%
374,495

Quail
Hollow      Homerville,
Apartments   GA         54   1,468,305  5/90    1/90     100%
363,353


* Refer to note in Results of Operations for information on New
Holland Apartments.

                                        8





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------
                              Mortgage
Cap Con
                              Balance                  Qualified
paid
Property                      As of     Acq.   Const   Occupancy
thru
Name       Location   Units  12/31/98   Date   Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
---------

Quail
Hollow       Raleigh
II           NC        36  $ 1,403,251   7/90    9/90      100% $
313,521

Rainbow
Gardens      Dunnellon,
Apartments   FL        36    1,215,070  12/92    6/93      100%
236,763

Raitt        Santa Ana,
Street Apts. CA         6      809,371   5/93    8/93      100%
416,200

School St.   Marshall,
Apts. II     WI        24      795,889   6/93    6/93      100%
652,967

Scottsville  Scottsville,
Hollow       NY        36    1,424,829   5/90    5/90      100%
304,060

Somerset     Antioch,
Apartments   CA       156    5,492,513   3/90    3/90      100%
3,920,000

St. Paul's   St. Paul,
Apartments   NC        32    1,263,690   5/90    9/90      100%
263,165

Surry
Village      Surry,
II           VA        24      774,314   5/90    1/90      100%
157,002

Tappahannock Tappahannock,
Greens Apts. VA        40    1,503,897   3/94    5/94      100%
293,486

Telluride    Telluride,
Apartments   CO        30    1,469,230   9/90   11/90      100%
300,033

The Warren
St. Lodging  Boston,
House        MA        19      721,934   3/90    5/90      100%
460,900

Twin Oaks    Raeford,
Apartments   NC        28    1,138,335   5/90    5/90      100%
275,894

                                    9








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location  Units  12/31/98   Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------

Ventura     Hernando,
Village      FL     53   $ 1,483,797   6/90     7/90     100%  $
473,300

Vilage      Live Oak,
Oaks         FL     24       731,985   6/90     2/90     100%
164,291
Apartments II

Warrensburg Warrensburg,
Estates      MO     32       791,662   4/90     4/90     100%
181,849

Westside    Providence,
Apartments   RI     40     2,414,747   6/90    12/90     100%
1,777,738

Westwood
Square      Moorehead City,
Apartments   NC     36     1,410,139   7/90     7/90     100%
195,391

Wilmington  Wilmington,
Housing      NY     24     1,049,261   8/90     8/90     100%
237,279























                                    10

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1999


                             Mortgage
Cap Con
                             Balance                    Qualified
paid
Property                      As of      Acq.   Const   Occupancy
thru
Name       Location   Units  12/31/98    Date   Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
-----------

Athens Park  Athens,
Apartments     AL       48  $1,335,137   8/90    6/90     100%
$  354,144

Autumn Lane  Washington,
Apartments     GA       24     733,281   8/89   11/90     100%
168,234

Baytree      Richlands,
Apartments     NC       24     956,338  11/88    7/90     100%
210,999

Benchmark    China Grove,
Apartments     NC       24     949,911  11/88    7/90     100%
223,328

Berkshire    Wichita,
Apartments II  KS       66   1,738,640   7/90    7/90     100%
1,183,452

Brentwood    Eunice,
Apartments     LA       32     953,801  11/90   10/90     100%
205,470

Briarwood    Middleburg,
Apartments     FL       52   1,480,997   8/90    8/90     100%
509,251

Butler Manor Morgantown,
Apartments     KY       16     502,875  12/90    2/91     100%
119,952

Campbell
Creek        Dallas,
Apartments     GA       80   1,627,681  12/91   10/90     100%
735,000

Candlewick   Monroeville,
Place          AL       40   1,256,465  12/92   10/92     100%
241,600

Cedarstone   Poplarville,
Apts.          MS       24     772,284   5/93    5/93     100%
180,800

Charlton
Court        Folkston,
Apartments     GA       40   1,200,178  12/92    1/93     100%
263,520




                                    11







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-
-----------------------------------------------------------------
----------

Chuckatuck    Suffolk
Square          VA      42  $1,444,818  11/90    2/90     100%  $
320,900

Cloverleaf    Bishopville,
Apartments      SC      24     854,716  11/90    4/90     100%
153,900

Cloverleaf
Apts.,        Bishopville,
Phase II        SC      24     873,923  11/90    4/90     100%
160,761

Connellsville Connellsville,
Heritage Apts.  PA      36   1,366,990  11/90    3/90     100%
325,460

Freedom       Ford City,
Apartments      PA      28   1,049,108  11/90    9/90      92%
262,791

Hartway       Munfordville,
Apts.           KY      32     912,622   7/90    6/90     100%
239,041

Hilltop       Kingsland,
Terrace         GA      54   1,486,583   8/90    7/90     100%
455,851

Indian Run    S. Kingston
Village         RI     114   1,979,327   4/93    7/93     100%
604,867

Ironton       Ironton,
Estates         MO      24     623,622   5/93    1/93     100%
157,976

Lambert
Square        Lambert,
Apts.           MS      32     998,233  11/92   12/92     100%
192,347

Longview      Maysville,
Apartments      NC      24     870,881  11/88    8/90     100%
195,837

Maidu         Roseville,
Village         CA      81   2,126,654   3/91   12/91     100%
470,000


                                    12









         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------

Mann          Indianapolis,
Estates        IN      132  $3,242,689  7/90   10/90      100%  $
1,980,000

Meadowbrook
Lane          Americus,
Apartments     GA       50   1,477,010  9/90    3/90      100%
336,264

Melrose Lane  Great Falls,
Apartments     SC       24     873,139 11/90   10/90      100%
203,645

Mercer        Mercer,
Manor          PA       26     907,871 11/90    8/90       96%
220,450

Pecan Village Ellaville,
Apartments     GA       30     786,493  7/90    2/90      100%
221,856

Piedmont      Forsyth,
Hills          GA       50   1,456,276  7/90    9/90      100%
439,958

Pine View     Perry,
Apartments     FL       29     960,426  9/90   12/90      100%
277,405

Pines by the  Newnan,
Creek Apts.    GA       96   1,941,612 12/90   10/90      100%
890,000

Pine Grove    Ackerman,
Apts.          MS       24     587,088  9/93    6/94      100%
169,926

Pinetree
Manor         Centreville,
Apts.          MS       32     979,429 11/92    1/93      100%
191,500

Rosewood
Village       Willacoochee,
Apartments     GA       24     648,664  7/90    7/90      100%
147,480






                                    13








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------

Springwood
Park         Durham,
Apartments    NC       100 $ 3,009,245  3/91    5/91      100%  $
1,000,000

Stockton     Stockton,
Estates       MO        20     515,002  2/93    1/93      100%
120,352

Stratford
Square       Brundidge,
Apartments    AL        24     750,916 10/92    2/93      100%
145,036

Summer
Glen         Immokalee,
Apartments    FL        45   1,482,950 11/92    3/93      100%
246,230

Summerwood   West Des Moines,
Apartments    IA        86   2,340,197  7/90    7/90      100%
2,015,183

Sunmark      Morgantown,
Apartments    KY        24     768,620  8/90   12/90      100%
176,669

Village      Lawton,
Commons       MI        58   1,486,690 11/90    6/90      100%
323,665

Washington
Heights
Apartments,  Bismarck,
IV            ND        24     500,000 11/90    7/90      100%
381,010

Woods Hollow Centreville,
Apartments    MI        24     632,553 11/90    2/90      100%
132,700

Woodside     Lisbon,
Apartments    ME        28   1,479,910 12/90   11/90      100%
397,630






                                    14








    Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1999


                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
------------
Academy
Hill        Ahoskie,
Apartments    NC        40  $1,375,726   2/91     2/91      100%
$  319,224

Aspen
Square      Tazewell,
Apartments    VA        60   1,832,539  11/90    11/90      100%
356,495

Bridgeview  Emlenton,
Apartments    PA        36   1,363,117  12/90    12/89      100%
327,257

Buckeye
Senior      Buckeye,
Apartments    AZ        41   1,340,117  12/90     8/90      100%
311,480

Campbell
Creek       Dallas,
Apartments    GA        80   1,627,680  12/90    10/90      100%
142,000

Cambridge
Manor       Macon,
Apartments    MS        47   1,625,558   5/93     4/93      100%
356,356

Church Hill Church Point,
Apartments    LA        32     954,605  12/90     1/91      100%
205,750

Copper
Creek       Lebanon,
Apartments    VA        36   1,173,818  11/90     9/90      100%
237,647

Coronado    Tuscon,
Hotel         AZ        42     448,837   3/91     3/91      100%
614,050

Crestwood   St. Cloud,
Apartments    FL       216   4,245,327   1/91     6/91      100%
5,636,484

El Dorado   El Dorado Springs,
Springs Est.  MO        24     580,637  11/90     9/90      100%
133,790

Eldon Est.  Eldon,
II            MO        24     580,948  12/90    11/90      100%
131,340


                                    15







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------

Eldon       Eldon,
Manor        MO         24  $  559,107   12/90   11/90      100%
$  241,980

Elmwood
Manor       Eutaw,
Apartments   AL         47   1,622,443    5/93   12/93      100%
333,440

Fairridge
Lane        Denmark,
Apartments   SC         24     817,374   11/90    6/90      100%
209,326

Fairridge
Village     Denmark,
Apartments   SC         24     769,583   11/90    6/90      100%
186,381

Farmerville Farmerville,
Square Apts. LA         32     966,652    1/91    4/91      100%
212,280

Forest
Glade       Wauchula,
Apartments   FL         50   1,481,290   12/90   12/90      100%
420,565

Franklin    Great Falls,
School       MT         40   1,255,938   10/90   12/91      100%
1,453,270

Hilltop     Los Lunas,
Apts.        NM         40   1,420,379    1/93   11/92      100%
258,455

Holland     Holland,
Meadows      NY         24     898,298   11/90    6/90      100%
213,880

Holley      Holley,
Grove        NY         24     916,621   11/90   10/90      100%
207,360

Ivan Woods  Delta Township,
Senior Apts. MI         90   2,159,896    2/91    4/91      100%
1,184,275

Kaplan
Manor       Kaplan,
Apartments   LA         32     925,107    12/90   12/90     100%
198,460

                                    16








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------

Lakewood
Village    Lake Providence,
Apartments   LA         32  $  952,865  1/91     5/91      100%
$  223,827

Licking    Licking,
Apartments   MO         16     405,572 11/91     3/92      100%
90,436

London     Miami Beach,
Arms         FL         58   2,657,187 12/90    12/90      100%
937,961

Maidu      Roseville,
Village      CA         81   2,126,654  3/91    12/91      100%
530,000

Nevada     Nevada,
Manor        MO         24     647,335 11/90    10/90      100%
143,270

Oatka      Warsaw,
Meadows      NY         24     918,111 11/90     6/90      100%
206,670

Osage      Arkansas City,
Place        KS         38   1,230,991 12/90    12/90      100%
522,999

Pines by the
Creek      Newnan,
Apartments   GA         96   1,941,612 12/90    10/90      100%
245,000

Sandy
Pines      Punta Gorda,
Manor        FL         44   1,479,306 12/90     7/90      100%
399,977

Sierra
Springs    Tazewell,
Apartments   VA         36   1,174,534 11/90    11/90      100%
299,634

South Fork South Fork,
Heights      CO         48   1,431,810  2/91     2/91      100%
343,358

Twin Oaks  Allendale,
Apartments   SC         24     781,311 12/90     9/90      100%
206,888


                                    17







        Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
-----------

Walnut
Village     Manning,
Apartments    SC        24  $  839,103 11/90   11/90       100%
$  183,244

Washington
Manor       Washington,
Apartments    LA        32     960,033  1/91    3/91       100%
216,990

Wildridge   Jesup,
Apartments    GA        48   1,565,690  1/91    4/91       100%
329,130

Windsor     Metter,
Apts.         GA        53   1,469,751 12/92    5/93       100%
248,207



























                                    18

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1999

                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------
Bowman
Village     Bowman,
Apartments    GA       24  $  664,788   6/91    10/91      100%
$  139,879

Brandywood  Oak Creek,
Apartments    WI       54   1,745,251  12/91     9/91      100%
1,532,506

Brentwood
Manor       Clarkson,
Apartments    KY       24     747,725   6/91     7/91      100%
173,969

Briarwick   Nicholasville,
Apartments    KY       40   1,247,109   4/91     4/91      100%
323,941

Bridgerun   Cannon Falls,
Townhomes     MN       18     567,860   6/91     7/91      100%
458,800

Bucksport
Park        Bucksport,
Apartments    ME       24   1,369,737   6/91     8/91      100%
334,600

Campbell
Creek       Dallas,
Apartments    GA       80   1,627,680   3/91    10/90      100%
593,000

Cananche
Creek       Norton,
Apartments    VA       36   1,234,126   5/91     6/91      100%
276,695

Carson
Village     Wrightsville,
Apartments    GA       24     651,834  10/91     6/92      100%
161,452

Clymer
House       Clymer,
Apartments    PA       26   1,114,698   6/91    10/91      100%
254,097

Corcoran
Garden      Corcoran,
Apartments    CA       38   1,523,105   2/91    11/90      100%
432,438

Cornish     Cornish,
Park          ME       25   1,453,966    6/91    6/91      100%
333,000

                                    19







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date    Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------
Crescent City
Senior     Crescent City,
Apartments   CA         38  $1,863,054  3/91    3/91      100%  $
474,536

Earlimart
Senior     Earlimart,
Apartments   CA         35   1,344,577  6/91    6/91      100%
364,515

Evanwood   Hardinsburg,
Apartments   KY         24     755,291  6/91    5/91      100%
167,221

Fox Run    Jesup,
Apartments   GA         24     624,741 12/91    7/92      100%
150,033

Franklin
House      Liberty,
Apts.        MO         21     301,027  5/93    1/88      100%
137,836

Hamilton
Village    Preston,
Apartments   GA         20     569,055 10/91    3/92      100%
140,948

Hunters
Park       Tarboro,
Apartments   NC         40   1,409,026  5/91    4/91      100%
320,175

Ivan Woods
Senior     Delta Township,
Apartments   MI         90   2,159,896  2/91    4/91      100%
778,688

Keenland   Burkesville,
Apartments   KY         24     733,763  6/91    9/91      100%
164,246

Lakeridge  Eufala,
Apartments   AL         30     915,854  3/91    4/91      100%
186,780

Laurel
Village    Wadley,
Apartments   GA         24     661,420 10/91    5/92      100%
149,058


                                    20







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
-----------
Los
Caballos  Hatch,
II Apts.     NM         24  $  766,019  7/91     8/91       100%
$  164,740

Marlboro
Place     Bennettsville,
Apartments  SC          24     835,337  3/91     2/91       100%
192,779

Melville
Plaza     Melville,
Apartments  LA          32     892,136  7/91    10/91       100%
178,564

Nanty Glo
House     Nanty Glo,
Apartments  PA          36   1,474,229  6/91     7/91       100%
353,000

Newport   Franklin,
Village     VA          48   1,485,229  4/91    11/90       100%
355,000

Oakleigh  Abbeville,
Apartments  LA          32     913,131  8/91     3/92       100%
178,716

Oak
Street    Scott City,
Apartments  MO          24     598,231  6/91    11/91       100%
138,149

Oakwood   Mamou,
Apartments  LA          32     908,981  8/91     1/92       100%
180,819

Pines by
the Creek Newnan,
Apartments  GA          96   1,941,612  3/91    10/90       100%
645,000

Pinewoods Springfield,
Apartments  IL         168   3,792,526  7/91     6/91       100%
2,880,000

Portales  Portales,
Estates     NM          44   1,438,457  7/91     7/91       100%
365,100



                                    21


         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------
Prairie
West      West Fargo,
Apts. III   ND          24  $  515,000  3/91     3/91      100%
$ 360,698

Ridgeway
Court III  Bemidji,
Apartments  MN          24     892,666  4/91     1/91      100%
180,186

River     Crystal River,
Reach Apts.  FL         41   1,364,887   5/91    5/91      100%
351,421

Rockmoor  Banner Elk,
Apartments   NC         12     437,364   5/91    3/91      100%
95,818

Shawnee
Ridge     Norton,
Apartments   VA         20     666,743   5/91    5/91      100%
145,606

Springwood
Park      Durham,
Apartments   NC        100   3,009,245   3/91    5/91      100%
374,349

Spring
Mountain  Pahrump,
Apartments   NV         33   1,363,365   5/91    4/91      100%
290,406

Stonegate Perry,
Manor        FL         36   1,008,896   5/91   12/90      100%
274,321

Summit
Ridge     Palmdale,
Apartments   CA        304   8,863,346  10/92   12/93      100%
3,674,306

Turner
Lane      Ashburn,
Apartments   GA         24     720,810   5/91    7/91      100%
147,090

Union
Baptist
Plaza     Springfield,
Apartments   IL         24     481,374   5/91    4/91      100%
432,648


                                    22






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
----------
Uptown    Salyersville,
Apartments   KY        16  $  519,780   5/91    3/91       100%
$  121,700

Villas of Eufala,
Lakeridge    AL        18     531,567   3/91    3/91       100%
96,868

Waynesboro
Village   Waynesboro,
Apartments   TN        48   1,369,897   4/91    1/91       100%
310,510

Windsor    Windsor,
Court II     VA        24     730,361   4/91    11/90      100%
169,347

Woodcrest
Manor      Woodville,
Apartments   MS        24     710,050   6/91    11/91      100%
138,579

Woodlawn
Village    Abbeville,
Apartments   GA        36   1,012,653  10/91     4/92      100%
229,601

Woodside   Grove City,
Apartments   PA        32   1,154,305   4/91     3/91       96%
229,291

Yorkshire
Townhome   Fort Smith,
Apts.        AR        50     968,663   9/93     8/94      100%
874,069














                                    23

        Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999


                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
-------------
Ada Village  Ada,
Apts.         OK       44  $1,043,226   1/93    11/93       100%
$  158,976

Amherst      Amherst,
Village       VA       48   1,598,158   1/92     1/92       100%
322,796

Belmont
Village      Belmont,
Court         NY       24     927,572   1/92    12/91       100%
201,300

Bethel
Park         Bethel,
Apartments    ME       24   1,488,414  12/91     3/92       100%
324,100

Blanchard
Senior       Blanchard,
Apts. II      LA       24     597,205  10/91     9/91       100%
143,628

Blanchard    Blanchard,
Village Apts. OK        8     217,381   1/93     7/93       100%
32,954

Brantwood
Lane         Centreville,
Apartments     AL      36   1,141,945   7/91     9/91       100%
237,873

Breckenridge McColl,
Apartments     SC      24     865,139   1/92     3/92       100%
186,065

Briarwood
Apartments   Middleburg,
Ph II          FL      50   1,490,955   2/92     4/92       100%
293,694

The Bridge   New York,
Building       NY      15       N/A     1/92    12/91       100%
1,037,770

Buchanan     Warren,
Court          PA      18     724,643   7/91    11/90       100%
160,600

Burnt
Ordinary     Toano,
Village        VA      22     709,214   7/91     7/91       100%
159,400

                                    24







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
-----------
Carleton
Court       Providence,
Apartments   RI         46  $2,751,899  12/91    12/91     100%
$1,496,922

Carriage
Run         Emporia,
Apartments   VA         40   1,323,955  10/91     4/92     100%
259,980

Cedar
View        Brinkley,
Apartments   AR         32   1,267,884   5/92    10/92     100%
254,016

Cedarwood   Pembroke,
Apartments   NC         36   1,415,635  10/91     1/92     100%
326,310

Chapparral  Kingman,
Apartments   AZ         20     694,967   8/91     7/91     100%
198,275

College     Chili,
Green        NY        110   3,767,582   3/95     8/95     100%
755,771

Colorado City
Seniors     Colorado City,
Apartments   TX         24     541,707  10/91    10/91     100%
98,721

Cottonwood  Cottonport,
Apts. II     LA         24     670,261  10/91     7/91     100%
152,664

Country
Meadows     Sioux Falls,
Apartments   SD         44   1,061,732  11/91    10/91     100%
922,350

Countryside Fulton,
Manor        MS         24     663,961  10/91     8/91     100%
151,868

Davis
Village     Davis,
Apts.        OK         44   1,170,639   1/93     9/93     100%
180,452

Devenwood   Ridgeland,
Apartments   SC         24     872,269   7/92     1/93     100%
186,000

                                    25






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
------------
Duncan
Village    Duncan,
Apts.       OK         48  $1,141,257   1/93    11/93      100%
$  172,005

Edison
Village    Edison,
Apartments  GA         42   1,197,228   7/91     2/92      100%
274,144

Ethel
Bowman     Tionesta,
Proper HousePA         36   1,428,005   2/92     1/92       91%
334,160

Excelsior
Springs    Excelsior Springs,
Properties  MO         24     622,819   2/92     4/91      100%
150,651

Fairground Bedford,
Place Apts. KY         19     693,571   3/95     8/95      100%
176,963

Four Oaks
Village    Four Oaks,
Apartments  NC         24     892,583   3/92     6/92      100%
179,900

Franklin
Vista      Anthony,
III Apts.   NM         28     927,923   1/92     4/92      100%
179,685

Friendship Bel Air,
Village     MD         32   1,437,570   1/92     6/91      100%
226,000

Glenhaven  Merced,
Park        CA         12     395,838   1/94     6/90      100%
125,000

Glenhaven  Merced,
Park II     CA         15     489,784   1/94     6/89      100%
365,925

Glenhaven  Merced,
Park III    CA         15     492,324   1/94    12/89      100%
225,500


                                    26










         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
-------------
Glenhaven    Merced,
Estates       CA       13   $ 672,431    1/94   6/89       100%
$  134,000

Green
Village      Standardsville,
Apts. II      VA       16     585,373    4/92  11/91       100%
99,100

Greenleaf    Bowdoinham,
Apartments    ME       21   1,127,238   11/91   8/92       100%
295,085

Hughes Springs
Seniors      Hughes Springs,
Apartments    TX       32     786,964   10/91   8/91       100%
183,674

Harrison
City         Penn Township,
Apts.         PA       38   1,478,824    7/92   9/92        92%
311,775

Hessmer
Village      Hessmer,
Apartments    LA       32     911,688   12/91   4/92       100%
186,503

Hillmont
Village      Micro,
Apartments    NC       24     883,938    9/91   1/92       100%
184,900

Hunters
Run          Douglas,
Apartments    GA       50   1,444,807   12/91   2/92       100%
322,368

Independence Mt. Pleasant,
Apartments    PA       28   1,083,586    8/91   6/91       100%
223,100

Indian Creek Kilmarnock,
Apartments    VA       20     763,786    7/91   4/91       100%
174,400

Jarratt
Village      Jarratt,
Apartments    VA       24     831,759   10/91  12/91       100%
159,140

Kingfisher
Village      Kingfisher,
Apts.         OK        8     168,574    1/93  12/93       100%
24,365

                                    27








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
-------------
La Gema del  Santa Ana,
Barrio Apts.   CA        6  $  670,048   6/92    8/92      100%
$  458,000

Lafayettee
Gardens      Scott,
Apartments     LA       56   1,107,000   10/91   11/91     100%
437,688

Lake Isabella
Senior       Lake Isabella,
Apartments     CA       46   1,991,729    9/91    1/92     100%
442,457

Lakeview     Battle Creek,
Meadows        MI       53   1,564,909    1/92    6/92     100%
1,018,808

Lakewood
Terrace      Lakeland,
Apts.          FL      132   3,805,716   11/93    8/89     100%
725,312

Lana Lu      Lonaconing,
Apartments     MD       30   1,483,375   12/91    9/92     100%
303,261

Lexington
Village      Lexington,
Apts.          OK        8     210,193    1/93   11/93     100%
32,178

Maidu        Roseville,
Village        CA       81   2,126,654    1/92   12/91     100%
1,096,199

Marion Manor Marion,
Apartments     LA       32   1,004,616    2/92    6/92     100%
199,708

Maysville
Village      Maysville,
Apts.          OK        8     218,254    1/93   10/93     100%
33,726

Montague
Place        Caro,
Apartments     MI       28   1,139,199   12/91   12/91     100%
432,320

Navapai      Prescott Valley,
Apartments     AZ       26     882,079    6/91    4/91     100%
207,330

                                    28








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
-------------
Nevada City
Senior     Grass Valley,
Apartments    CA        60  $3,543,553   1/92   10/92     100%
$  839,300

Newellton
Place      Newellton,
Apartments    LA        32     943,650   2/92    4/92     100%
190,600

New River
Overlook   Radford,
Apartments    VA        40   1,483,320   8/91    2/92     100%
285,371

Northridge  Arlington,
Apartments    TX       126   1,678,920   1/92    2/92      96%
741,300

Oak Ridge   Crystal Springs,
Apartments    MS        40   1,302,815   1/92    1/92     100%
308,578

Oakland
Village     Littleton,
Apts.         NC        24     852,219   5/92    8/92     100%
161,939

Okemah
Village     Okemah,
Apts.         OK         30    692,828   1/93    5/93     100%
119,832

Pineridge   McComb,
Apartments     MS        32  1,003,822  10/91   10/91     100%
238,995

Pineridge   Walnut Cove,
Elderly        NC        24    988,253  10/91    3/92     100%
199,311

Pittsfield
Park        Pittsfield,
Apartments     ME        18  1,045,595  12/91    6/92     100%
237,300

Plantation  Richmond Hill,
Apartments     GA        49  1,418,832  12/91   11/91     100%
320,858

Portville
Square      Portville,
Apartments     NY        24    920,659   3/92    3/92      95%
198,100

                                    29






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
-------------
Prague
Village    Prague,
Apts.       OK         8  $   117,445   1/93    3/93      100%
$    21,373

Rainbow
Commons    Marshfield,
Apartments  WI        48      769,490   9/91    6/91      100%
1,126,901

Rainier
Manor      Mt. Rainier,
Apartments  MD       104    2,665,216   3/92    1/93      100%
1,190,350

Rosenberg  Santa Rosa,
Hotel       CA        77    1,811,122  12/91    1/92      100%
1,850,000

Rosewood
Manor      Ellenton,
Apartments  FL        43    1,437,558  12/91    11/91     100%
302,250

San Jacinto
Senior     San Jacinto,
Apartments  CA        46    2,369,914   1/92    10/91     100%
588,965

Lakeside
Manor      Schroon Lake,
Apartments  NY        24    1,081,358  11/91     1/92     100%
249,349

Smithville Smithville,
Properties  MO        48    1,243,871   2/92     5/91     100%
285,384

Snow Hill
Ridge      Raleigh,
Apartments  NC        32    1,205,346  10/91    12/91     100%
307,524

Somerset   Antioch,
Apartments  CA       156    5,492,513   8/92     3/90     100%
1,026,542

Spring
Creek      Derby,
Village     KS        72    1,811,117   6/91     9/91     100%
1,634,760






                                          30





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.   3/31/99
3/31/99
-----------------------------------------------------------------
-------------
Spring
Valley     Lexington Park,
Apartments   MD        128  $4,832,613  11/91    12/92     100%
$ 2,777,811

Springwood
Park       Durham,
Apartments   NC        100   3,009,245  10/91     5/91     100%
374,349

Summer
Lane       Santee,
Apartments   SC         24     860,017   7/91    11/91     100%
176,291

Summit
Ridge      Palmdale,
Apartments   CA        304   8,863,346  10/92    12/93     100%
1,236,600

Titusville Titusville,
Apartments   PA         30   1,239,424  12/91     1/92     100%
280,829

Townview   St. Mary's,
Apartments   PA         36   1,378,459   9/91    10/91      97%
315,700

Tyrone
House      Tyrone,
Apartments   PA         36   1,483,059  12/91     1/92     100%
349,800

Valley Ridge
Senior     Central Valley,
Apartments   CA         38   1,823,519   1/92    12/91     100%
456,600

Victoria   Victoria,
Place        VA         39   1,395,267   1/92     6/92     100%
287,736

Villa West Topeka,
Apts. IV     KS         60   1,517,825   8/91     1/91     100%
1,392,873

Village    Raleigh,
Green        NC         42     713,442   5/92     9/91     100%
581,446

Washington Abingdon,
Court        VA         39   1,182,736   7/91     8/91     100%
295,250




                                        31





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 1999

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/98    Date     Comp.    3/31/99
3/31/99
-----------------------------------------------------------------
-------------
Wesley
Village    Martinsburg,
Apartments   WV         36  $1,312,892  10/91    6/92      100%
$  266,253

Westside   Louisville,
Apartments   MS         33     819,826   3/92    1/92      100%
191,014

Wildwood
Terrace    Wildwood,
Apartments   FL         40   1,263,034  10/91   10/91      100%
281,647

Woodside   Belleview,
Apartments   FL         41   1,212,032  11/91   10/91      100%
268,500

Wynnewood
Village    Wynnewood,
Apts.        OK         16     402,568   1/93   11/93      100%
67,443

Yorkshire  Delevan,
Corners      NY         24     923,180   8/91    9/91      100%
191,500

Zinmaster  Minneapolis,
Apartments   MN         36   1,835,021   1/95    1/88      100%
150,000

















                                    32

Item 3.          Legal Proceedings

  None.

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

  None.













































                                    33

                                   PART II
                                   -------
Item 5.          Market for the Registrant's Partnership
Interests and Related
                 Partnership Matters

  (a)    Market Information

  The Partnership is classified as a limited partnership and thus
has no
  common stock.  There is no established public trading market
for the BACs
  and it is not anticipated that any public market will develop.

  (b)    Approximate number of security holders

  As of March 31, 1999, the Partnership has 11,588 registered BAC
holders for
  an aggregate of 18,679,738 BACs which were offered at a
subscription price
  of $10 per BAC.

  The BACs were issued in series.  Series 7 consists of 812
investors holding
  1,036,100 BACs, Series 9 consists of 2,259 investors holding
4,178,029 BACs,
  Series 10 consists of 1,648 investors holding 2,428,925 BACs,
Series 11
  consists of 1,387 investors holding 2,489,599 BACs, Series 12
consists of
  1,923 investors holding 2,972,795 BACs, and Series 14 consists
of 3,559
  investors holding 5,574,290 BACs at March 31, 1999.

  (c)    Dividend history and restriction

  The Partnership has made no distributions of Net Cash Flow to
its BAC
  Holders from its inception, June 28, 1989 through March 31,
1999.

  The Partnership Agreement provides that Profits, Losses and
Credits
  will be allocated each month to the holder of record of a BAC
as of
  the last day of such month.  Allocation of Profits, Losses and
Credits
  among BAC Holders will be made in proportion to the number of
BACs
  held by each BAC Holder.

  Any distributions of Net Cash Flow or Liquidation, Sale or
Refinancing
  Proceeds will be made within 180 days of the end of the annual
period
  to which they relate.  Distributions will be made to the
holders of
  record of a BAC as of the last day of each month in the ratio
which
  (i) the BACs held by such Person on the last day of the
calendar month
  bears to (ii) the aggregate number of BACs outstanding on the
last day
  of such month.

  Partnership allocations and distributions are described on
pages 107
  to 112 of the Prospectus, as supplemented, which are
incorporated
  herein by reference.





                                    34

Item 6.          Selected Financial Data

    The information set forth below presents selected financial
data of the
Partnership for each of the five years in the period ended March
31, 1999.
Additional detailed financial information is set forth in the
audited
financial statements listed in Item 14 hereof.

                March 31,    March 31,    March 31,    March 31,
March 31,
                  1999         1998         1997         1996
1995
                --------     --------     --------     --------
--------
Operations
----------
Interest
& other Inc $    110,392 $    42,913  $    155,501 $     65,468
$     78,723
Share of Loss
of Operating
Partnerships  (7,498,353)  (8,573,433) (10,464,997) (12,992,069)
(14,053,018)
Operating Exp (3,177,618)  (2,783,041)  (2,781,444)  (2,852,335)
(2,876,048)
               ---------    ---------    ---------    ---------
---------
  Net Loss  $(10,565,579)$(11,313,561)$(13,090,940)$(15,778,936)
$(16,850,343)
             ===========   ==========   ==========  ===========
===========
  Net Loss
  per BAC   $      (.60) $       (.60)$       (.69)$       (.84)
$       (.89)
             ==========   ===========   ==========  ===========
===========

Balance Sheet
-------------

Total Assets$52,816,616  $ 64,633,488  $ 73,382,875 $ 85,486,212
$ 99,601,389
            ===========   ===========    ==========  ===========
===========

Total Liab  $17,186,103  $ 14,605,906  $ 12,041,732 $ 11,054,129
$  9,390,370 Partners'   ===========   ===========    ==========
===========   ===========
Capital     $39,462,003  $ 50,027,582  $ 61,341,143 $ 74,432,083
$ 90,211,019
            ===========   ===========    ==========  ===========
===========

Other Data
----------
Credit per BAC for the
Investors Tax Year,
for the twelve months
ended, December 31,
1998, 1997, 1996,
1995 and 1994*

            $      1.39 $        1.40  $       1.40 $       1.39
$       1.35
             ==========   ===========  ============  ===========
===========


* Credit per BAC is a weighted average of all the Series.  Since
each Series
has invested as a limited partner in different Operating
Partnerships the
Credit per BAC will vary slightly from series to series.  For
more detailed
information refer to Item 7. Results of Operations.


                                    35









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

Liquidity
---------
The Partnership's primary source of funds was the proceeds of its
Public Offering.  Other sources of liquidity include (i) interest
earned
on capital contributions unpaid as of March 31, 1999 and on
working capital
reserves and (ii) cash distributions from operations of the
Operating
Partnerships in which the Partnership has invested.  These
sources of
liquidity, along with the Partnership's working capital reserve,
are available
to meet the obligations of the Partnership.  The Partnership does
not
anticipate significant cash distributions from operations of the
Operating
Partnerships.

The Partnership is currently accruing the annual partnership
management fee to
enable each series to meet current and future third party
obligations.
During the fiscal year ended March 31, 1999 the Partnership
accrued $2,509,932
in annual partnership management fees.  As of March 31, 1999 the
accrued
partnership management fees totaled $16,623,060.  Pursuant to the
Partnership
Agreement, such liabilities will be deferred until the
Partnership receives
sale or refinancing proceeds from Operating Partnerships, and at
that time
proceeds from such sales or refinancing will be used to satisfy
such
liabilities.  The Partnership anticipates that there will be
sufficient cash
to meet future third party obligations.  The Partnership does not
anticipate
significant cash distributions in the long or short term from
operations of
the Operating Partnerships.

An affiliate of the general partner has advanced $169,038 to the
Partnership
to pay certain third party operating expenses and to fund
advances to
operating partnerships. Of this amount, $57,638 was advanced
during the fiscal
year ended March 31, 1999.  The amounts advanced, in total, to
two of the six
series are as follows:  $106,488 to Series 7; and $62,550 to
Series 12.  These, and any additional advances, will be paid,
without interest, from available cash flow, reporting fees, or
the proceeds of the sale or refinancing of the Partnership's
interest in Operating Partnerships.  The Partnership anticipates
that as the Operating Partnerships continue to mature, more cash
flow and reporting fees will be generated.  Cash flow and
reporting fees will be added to the Partnership's working capital
and will be available to meet future third party obligations of
the Partnership.  The Partnership is currently pursuing, and will
continue to pursue, available cash flow and reporting fees and
anticipates that the amount collected will be sufficient to cover
third party operating expenses.







                                    36




Capital Resources
-----------------
    The Partnership offered BACs in a public offering declared
effective
by the Securities and Exchange Commission on October 25, 1989.
The
Partnership received and accepted subscriptions for $186,337,517
representing
18,679,738 BACs from investors admitted as BAC Holders in Series
7, 9 through
12 and 14 of the Partnership.

    Offers and sales of BACs in Series 7, 9 through 12, and 14 of
the
Partnership were completed and the last of the BACs in Series 14
were
issued by the Partnership on January 27, 1992.

    (Series 7).  The Partnership commenced offering BACs in
Series 7 on
November 14, 1989.  The Partnership had received and accepted
subscriptions
for $10,361,000, representing 1,036,100 BACs from investors
admitted as BAC
Holders in Series 7.  Offers and sales of BACs in Series 7 were
completed and
the last of the BACs in Series 7 were issued by the Partnership
on December 29, 1989.

    As of March 31, 1999 the net proceeds from the offer and sale
of BACs in
Series 7 had been used to invest in a total of 15 Operating
Partnerships in an
aggregate amount of $7,774,651.  The Partnership has completed
payment of
all installments of its capital contributions to all Operating
Partnerships.
Series 7 net offering proceeds in the amount of $8,529 remains in
working
capital.

    (Series 9).  The Partnership commenced offering BACs in
Series 9 on
February 1, 1990.  The Partnership had received and accepted
subscriptions for
$41,574,518, representing  4,178,029 BACs from investors admitted
as BAC
Holders in Series 9.  Offers and sales of BACs in Series 9 were
completed and
the last of the BACs in Series 9 were issued by the Partnership
on April 30, 1990.

    During the fiscal year ended March 31, 1999, the Partnership
did not use
any of Series 9's net offering proceeds to pay installments of
its capital
contributions to the Operating Partnerships.  As of March 31,
1999 the net
proceeds from the offer and sale of BACs in Series 9 had been
used to invest
in a total of 55 Operating Partnerships in an aggregate amount of
$31,605,286,
and the Partnership had completed payment of installments of its
capital
contributions to 54 of the 55 Operating Partnerships.  Series 9
net offering
proceeds in the amount of $143,538 remains to be used by the
Partnership to
pay additional installments of capital contributions to Operating
Partnerships
and in working capital.

    (Series 10).  The Partnership commenced offering BACs in
Series 10 on
May 7, 1990.  The Partnership had received and accepted
subscriptions for $24,288,997 representing 2,428,925 BACs from
investors admitted as BAC Holders
in Series 10.  Offers and sales of BACs in Series 10 were
completed and the last of the BACs in Series 10 were issued by
the Partnership on August 24, 1990.




                                   37






     As of March 31, 1999 the net proceeds from the offer and
sale of BACs in
Series 10 had been used to invest in a total of 46 Operating
Partnerships in
an aggregate amount of $18,555,455.  The Partnership has
completed payment of
all installments of its capital contributions to all of the
Operating
Partnerships.  Series 10 net offering proceeds in the amount of
$33,116
remains in working capital.

    (Series 11).  The Partnership commenced offering BACs in
Series 11 on
September 17, 1990.  The Partnership had received and accepted
subscriptions
for $24,735,002, representing 2,489,599 BACs in Series 11.
Offers and sales
of BACs in Series 11 were completed and the last of the BACs in
Series 11 were
issued by the Partnership on December 31, 1990.

      During the fiscal year ended March 31, 1999, the
Partnership did not use any of Series 11's net offering proceeds
to pay additional installments of its
capital contributions to one Operating Partnership.  As of March
31, 1998 the
net proceeds from the offer and sale of BACs in Series 11 had
been used to
invest in a total of 40 Operating Partnerships in an aggregate
amount of
$18,894,372, and the Partnership had completed payment of all
installments of
its capital contributions to 39 of the 40 Operating Partnerships.
Series 11
net offering proceeds in the amount of $95,122 remains to be used
by the
Partnership to pay additional installments of capital
contributions to
Operating Partnerships and in working capital.

    (Series 12).  The Partnership commenced offering BACs in
Series 12 on
February 1, 1991.  The Partnership had received and accepted
subscriptions for
$29,649,003, representing 2,972,795 BACs in Series 12.  Offers
and sales of BACs in Series 12 were completed and the last of the
BACs in Series 12 were issued by the Partnership on April 30,
1991.

     During the fiscal year ended March 31, 1999, the Partnership
did not use
any of Series 12's net offering proceeds to pay additional
installments of its
capital contributions to the Operating Partnerships.  As of March
31, 1999
the net proceeds from the offer and sale of BACs in Series 12 had
been used to
invest in a total of 53 Operating Partnerships in an aggregate
amount of
$22,356,179, and the Partnership had completed payment of all
installments of
its capital contributions to 51 of the 53 Operating Partnerships.
Series 12
net offering proceeds in the amount of $82,710 remains to be used
by the
Partnership to pay additional installments of capital
contributions to
Operating Partnerships and in working capital.

    (Series 14).  The Partnership commenced offering BACs in
Series 14 on
May 20, 1991.  The Partnership had received and accepted
subscriptions for
$55,728,997, representing 5,574,290 BACs in Series 14.  Offers
and sales of
BACs in Series 14 were completed and the last of the BACs in
Series 14 were
issued by the Partnership on January 27, 1992.









                                    38





    During the fiscal year ended March 31, 1999, the Partnership
did not use any of Series 14's net offering proceeds to pay
additional installments of
its capital contributions to one Operating Partnership.  As of
March 31,
1999 the net proceeds from the offer and sale of BACs in Series
14 had been
used to invest in a total of 101 Operating Partnerships in an
aggregate amount
of $42,034,328, and the Partnership had completed payment of all
installments
of its capital contributions to 86 of the 101 Operating
Partnerships.  Series
14 net offering proceeds in the amount of $165,015 remains to be
used by the
Partnership to pay additional installments of capital
contributions to
Operating Partnerships and in working capital.

Results of Operations
---------------------
    The Partnership incurs an annual partnership management fee
payable to the
General Partner and/or its affiliates in an amount equal to 0.5%
of the
aggregate cost of the Apartment Complexes owned by the Operating
Partnerships,
less the amount of certain partnership management and reporting
fees paid by
the Operating Partnerships.  The annual partnership management
fee charged to
operations for the fiscal years ended March 31, 1999 and 1998 was
$2,299,147
and $2,314,373, respectively. The amount is anticipated to
decrease in
subsequent fiscal years as the Operating Partnerships begin to
pay annual
partnership management fees and reporting fees to the
Partnership.

    In all series, the tax credits provided to the investors from
the tax
year ended December 31, 1998 was consistent with the prior year.

    The Partnership's investment objectives do not include
receipt of
significant cash distributions from the Operating Partnerships in
which
it has invested.  The Partnership's investments in Operating
Partnerships have
been made principally with a view towards realization of Federal
Housing Tax
Credits for allocation to its partners and BAC holders.

    (Series 7).  As of March 31, 1999 and 1998, the average
Qualified
Occupancy for the series was 100% for both years.

     For the tax years ended December 31, 1998 and 1997, the
series, in total,
generated $888,683 and $809,263, respectively, in passive income
tax losses that were passed through to the investors, and also
provided $1.20 per year for 1998 and 1997 in tax credits per BAC
to the investors.

     As of March 31, 1999 and 1998, the Investments in Operating
Partnerships
for Series 7 was $974,248 and $1,485,326, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

                                       39









    For the years ended December 31, 1998 and 1997 Series 7
reflects a net
income (loss) from Operating Partnerships of $73,874 and
$(108,083), respectively, adjusted for depreciation which is a
non-cash item.

   The Operating Partnership New Holland Apartments Limited
Partnership (New
Holland Apts) received a going concern opinion on the 1997 audit.
As a result
of the operating partnership incurring continued operational cash
flow deficits, a substantial doubt about the property continuing
as a going concern was raised.  The cash flow deficits were the
result of continued poor occupancy at the property.  As of the
1998 year-end, the senior mortgage was in default due to
nonpayment of interest and principal.  As a result of ongoing
operating deficits and the first mortgage holder's unwillingness
to work with the Investment General Partner, the Investment
General Partner has determined that a foreclosure or a deed in
lieu of foreclosure transfer is the most likely resolution.
Assuming the bank does not change its position, a transfer of
ownership of the apartment complex from the Operating Partnership
to the first mortgage holder is likely to occur during the third
quarter of 1999.  If this should occur, Series 7 of the
Partnership will face recapture of a portion of the credits
previously taken in the year 1999.

    (Series 9).  As of March 31, 1999 and 1998, the average
Qualified
Occupancy for the series was 99.9% for both years. The series had
a total of
55 properties as of March 31, 1998, of which 53 were at 100%
qualified occupancy.

    For the tax years ended December 31, 1998 and 1997, the
series, in total,
generated $3,281,045 and $3,209,445, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.36 per
year for 1998 and 1997 in tax credits per BAC to the investors.

    As of March 31, 1999 and 1998, the Investments in Operating
Partnerships
for Series 9 was $9,083,730 and $10,821,707, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

    For the years ended December 31, 1998 and 1997 Series 9
reflects a net
income from Operating Partnerships of $740,696 and $673,107,
respectively, adjusted for depreciation which is a non cash item.

   The Operating General Partner and management agent of School
Street II Limited Partnership (School Street Apts. II) were
removed and replaced during 1997.  In the transition, occupancies
suffered, and as a result, a leasing agent and new management
company were hired by the new Operating General Partner to rent
the vacant units.  Due to the unresponsiveness of the new
management company, another company was hired in October 1998
with the goal to improve occupancy and operations.  Occupancy
increased from 83% in December 1998 to 92% in March 1999 as a
result of the new site manager. In addition, the Operating
General Partner initiated negotiations with the first mortgage
holder to restructure the debt.  As a result of these
negotiations, a more favorable refinancing closed on January 4,
1999.  The Operating General Partner anticipates that the
property will generate positive cash flow next quarter.


                                    40



    The Operating Partnership New Holland Apartments Limited
Partnership (New
Holland Apts) received a going concern opinion on the 1997 audit.
As a result
of the operating partnership incurring continued operational cash
flow deficits, a substantial doubt about the property continuing
as a going concern was raised.  The cash flow deficits were the
result of continued poor occupancy at the property.  As of the
1998 year-end, the senior mortgage was in default due to
nonpayment of interest and principal.  As a result of ongoing
operating deficits and the first mortgage holder's unwillingness
to work with the Investment General Partner, the Investment
General Partner has determined that a foreclosure or a deed in
lieu of foreclosure transfer is the most likely resolution.
Assuming the bank does not change its position, a transfer of
ownership of the apartment complex from the Operating Partnership
to the first mortgage holder is likely to occur during the third
quarter of 1999.  If this should occur, Series 9 of the
Partnership will face recapture of a portion of the credits
previously taken in the year 1999.

    The Operating Partnership Glennwood Hotel Investors
(Glennwood Hotel) continues to operate at an average occupancy of
66%.  The area has an oversupply of affordable rental housing and
a poor local economy, which has negatively impacted the property.
The property's competition includes a number of newer complexes
with more space and amenities and, in some cases, lower rents.
The management company, an affiliate of the Operating General
Partner, has increased its marketing and outreach efforts and
continues to offer assistance to the Operating Partnership. The
Investment General Partner is working with the Operating General
Partner to monitor marketing efforts.

    (Series 10).  As of March 31, 1999 and 1998, the average
Qualified
Occupancy for the series was 99.7% for both years.  The series
had a
total of 45 properties at March 31, 1999, of which 44 were at
100% qualified
occupancy.

    For the tax years ended December 31, 1998 and 1997 the
series, in
total, generated $1,441,794 and $1,670,004, respectively, in
passive income
tax losses that were passed through to the investors, and also
provided $1.44 and $1.46, respectively, in tax credits per BAC to
the investors.

    As of March 31, 1999 and 1998, the Investments in Operating
Partnerships
for Series 10 was $7,305,952 and $8,211,459, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

    For the years ended December 31, 1998 and 1997 Series 10
reflects net
income from Operating Partnerships of $1,162,266 and $1,015,795,
respectively,
adjusted for depreciation which is a non cash item.

    North Connecticut Avenue L.P. (46 North Connecticut Avenue)
operated
at a deficit in 1998 due to its high operating expenses.  The
Operating General Partner was unable to secure a loan
modification from the loan holder. The continued level of high
operating deficits left the Operating General Partner with little
alternative but to grant a deed-in-lieu of foreclosure to
the loan holder.  However, since the deed-in-lieu of foreclosure
occurred during January 1999, the Partnership will still be
eligible to receive 1998 tax credits. In 1999, Series 10 of the
Partnership will face recapture of a portion of credits
previously taken due to the transfer of ownership of the
apartment

                                    41


complex from the Operating Partnership to the mortgage holder.
Further, the Investment Partnership no longer has an ownership
interest in the apartment complex.

   (Series 11).  As of March 31, 1999 and 1998, the average
Qualified
Occupancy for the series was 100% for both years.  The series had
a total of 40 properties at March 31, 1999, all of which were at
100% qualified
occupancy.

     For the tax years ended December 31, 1998 and 1997, the
series, in total,
generated $1,626,615 and $1,878,254, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.32 per
year for 1998 and 1997 in tax credits per BAC to the investors.

     As of March 31, 1999 and 1998, the Investments in Operating
Partnerships
for Series 11 was $8,819,044 and $9,872,942, respectively.
Investments in
Operating Partnerships was affected by the way the Partnership
accounts for such investments, the equity method.  By using the
equity method the Partnership adjusts its investment cost for its
share of each Operating Partnership's results of operations and
for any distributions received or accrued.

     For the years ended December 31, 1998 and 1997 Series 11
reflects net
income from Operating Partnerships of $849,812 and $922,140,
respectively,
adjusted for depreciation which is a non-cash item.

    The Investment General Partner received notification during
the first quarter of 1999 that an Internal Revenue Service audit
of the Operating Partnership Crestwood RRH, Limited (Crestwood
Apartments) had been resolved.  The audit for the years ended
December 31, 1995 and December 31, 1996 had resulted in a "no
change" determination and therefore had no impact on the
partnership or any tax credits previously generated by the
Operating Partnership.

  (Series 12).  As of March 31, 1999 and 1998, the average
Qualified
Occupancy for the series was 99.9% for both years.  The series
had a
total of 53 properties at March 31, 1999, of which 52 were at
100% qualified
occupancy.

    For the tax years ended December 31, 1998 and 1997, the
series, in total,
generated $1,927,382 and $2,395,934, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.46 per
year for 1998 and 1997 in tax credit per BAC to the investors.

    As of March 31, 1999 and 1998, the Investments in Operating
Partnerships
for Series 12 was $9,338,564 and $10,585,841, respectively.
Investments in Operating Partnerships was affected by the way the
Partnership accounts for such investments, the equity method.  By
using the equity method the Partnership adjusts its investment
cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.

    For the years ended December 31, 1998 and 1997 Series 12
reflects net
income from Operating Partnerships of $859,723 and $609,135,
respectively,
adjusted for depreciation which is a non cash item.


                                   42


    (Series 14).  As of March 31, 1999 and 1998, the average
Qualified
Occupancy for the series was 99.7% and 99.6%, respectively.  The
series had a
total of 101 properties at March 31, 1999.  Out of the total, 96
were at 100%
qualified occupancy.

  For the tax years ended December 31, 1998 and 1997, the series,
in total,
generated $4,535,451 and $4,856,228, respectively, in passive
income tax
losses that were passed through to the investors, and also
provided $1.42 and
$1.44, respectively, in tax credits per BAC to the investors.

    As of March 31, 1999 and 1998, the Investments in Operating
Partnerships
for Series 14 was $17,295,078 and $19,862,702, respectively.
Investments in Operating Partnerships was affected by the way the
Partnership accounts for such investments, the equity method.  By
using the equity method the Partnership adjusts its investment
cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.

    For the years ended December 31, 1998 and 1997 Series 14
reflects a net
income from Operating Partnerships of $1,625,463 and $1,278,786,
respectively, adjusted for depreciation which is a non-cash item.

   The properties owned by Glenhaven Park Partners, A California
LP (Glenhaven Estates), Haven Park Partners II, A California LP
(Glenhaven Park II), Haven Park Partners III, A California LP
(Glenhaven Park III), and Haven Park Parnters IV, A California LP
(Glenhaven Park) continue to suffer from high operating expenses
and occupancy issues.  The management company has said that the
rental market is poor with an oversupply of housing.  As of March
31, 1999, physical occupancy was 69%, 86%, 86%, and 75%,
respectively.  The management company will continue to actively
conduct outreach to generate new interest in the properties along
with working towards reducing the operating expenses.  The
Investment General Partner is also working with the Operating
General Partner to develop a capital needs plan to assess what
can be done in hopes of improving occupancy levels.

   On April 27, 1998 Woodfield Commons Limited Partnership
(Rainbow Commons Apartments) received a 60-Day letter issued by
the IRS stating that the Operating Partnership had not met
certain IRC Section 42 requirements.  The IRS has additionally
sent two Notices of Beginning of Administrative Proceedings for
the tax years ending 1996 and 1997 dated May 24, 1999 and June 1,
1999, respectively.

   The initial 60-Day letter which was issued in relation to the
tax years ended December 31, 1993, 1994, and 1995, was the result
of an IRS audit of the Operating Partnership's tenant files.  The
IRS has proposed an adjustment that would disallow the
Partnership from utilizing certain past or future credits. On
June 23, 1998, the Operating General Partner and its counsel
filed a written protest with the IRS and requested additional
information from the IRS with regards to the legal and factual
basis upon which it has proposed its assessment.  As of this
date, the IRS has not responded to this request nor has a
conference with the Appeals Office been scheduled.

   The IRS has not proposed any adjustments for disallowing
credits with respect to the tax years 1996 and 1997.  Therefore
the Operating General Partner has not yet responded to the
additional notices, nor have they been able to review the
information related to the notices to render an opinion on the
ultimate outcome.

                                     43


   The Partnership previously reported that the Operating General
Partner and its counsel did not anticipate an outcome that would
have a material effect on the financial statements and
accordingly, no adjustment has been made in the accompanying
financial statements.  While the Operating General Partner and
its counsel are still of this opinion, it is the opinion of the
Investment General Partner that the outcome of the original
proceedings coupled with new notices could, in total, be
material.  While no adjustments have been made to the
accompanying financial statements, the auditor's have included a
contingency footnote (see Note H).

   The first permanent loan of One Northridge, Limited
(Northridge Apts) was scheduled to mature on December 10, 1998.
The Operating General Partner obtained an extension for the
maturity date of the loan to August 31, 1999 and
is currently evaluating multiple refinancing options.









































                                    44





Recent Accounting Statements Not Yet Adopted
---------------------------------------------
      On March 31, 1997, the Partnership adopted Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" and SFAS No. 129, "Disclosure of Information about Capital
Structure." SFAS No. 128 provides
accounting and reporting standards for the amount of earnings per
share.  SFAS
No. 129 requires the disclosure in summary form within the
financial statements of pertinent rights and privileges of the
various securities
outstanding.  The implementation of these standards has not
materially affected the Partnership's financial statements.
     In June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related
Information." In February 1998, the Financial Accounting
Standards Board issued SFAS No. 132, "Employees'
Disclosures about Pensions and Other Post-retirement Benefits."
SFAS No. 130 is effective for years beginning after December 15,
1997.  SFAS No. 131 and No. 132 are effective for years beginning
after December 31, 1997 and early adoption is encouraged.
     In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  In October 1998,
the FASB issued SFAS No. 134, "Accounting for Mortgage-backed
Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise."  In February
1999, the FASB issued SFAS No. 135, "Rescission of FASB Statement
75 and Technical Corrections."  SFAS No. 133 is effective for all
the fiscal quarters of years beginning after June 15, 1999; SFAS
No. 134 is effective for the first fiscal quarter beginning after
December 31, 1998; and SFAS No. 135 is effective for years ending
after February 15, 1999.  Early adoption is encouraged for SFAS
No. 133, 134 and 135.
     The Partnership does not have any items of other
comprehensive income, does not have other segments of its
business or when to report, and does not have any pensions or
other post-retirement benefits.  Consequently, these
pronouncements are expected to have no effect on the
Partnership's financial statements.

Year 2000 Compliance
--------------------
     Boston Capital and its management have reviewed the
potential computer problems that may arise from the century date
change known as the "Year 2000"or "Y2K" problem.  We are
currently in the process of taking the necessary precautions to
minimize any disruptions.  The majority of Boston Capital's
systems are "Y2K" compliant. For all remaining systems we have
contacted the vendors to provide us with the necessary upgrades
and replacements.  Boston Capital is committed to ensuring that
the "Y2K" issue will have no impact on our investors.

Item 7A.    Quantitative and Qualitative Disclosure About Market
Risk

     Not Applicable

Item 8.     Financial Statements and Supplementary Data

    The information required by this item is contained in Part
IV, Item 14
of this Annual Report on Form 10-K.

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

    None.
                                     45


                                   PART III
                                   --------

Item 10.    Directors and Executive Officers of the Registrant

    (a), (b), (c), (d) and (e)

    The Partnership has no directors or executives officers of
its own.  The following biographical information is presented for
the partners of the General Partners and affiliates of those
partners (including Boston Capital Partners, Inc. ("Boston
Capital")) with principal responsibility for the Partnership's
affairs.

    Herbert F. Collins, age 68, is co-founder and Chairman of the
Board  of  Boston  Capital Corporation.  Nominated  by  President
Clinton  and  confirmed by the United States Senate, Mr.  Collins
served  as  the  Republican private sector member of  the  Thrift
Depositor  Protection Oversight Board.  During 1990 and  1991  he
served as Chairman of the Board of Directors for the Federal Home
Loan  Bank of Boston, a 314-member, $12 billion central  bank  in
New England.  Mr. Collins is the co-founder and past President of
the Coalition for Rural Housing and Development. In the 1980s  he
served as Chairman of the Massachusetts Housing Policy Commission
to evaluate current programs and recommend future housing policy.
Additionally, he served as a member of the Board of Directors  of
the  Metropolitan Boston Housing Partnership and on the Mitchell-
Danforth Task Force, which helped structure the 1990 federal  Tax
Credit  legislation.  Mr. Collins also is a past  Member  of  the
Board of Directors of the National Leased Housing Association and
has  served  as a member of the U. S. Conference of  Mayors  Task
Force on "HUD and the cities: 1995 and Beyond."  Mr. Collins also
was  a  member of the Fannie Mae Housing Impact Advisory  Council
and the Republican Housing Opportunity Caucus. He is Chairman  of
the  Business  Advisory  Council and a  member  of  the  National
Council  of  State Housing Agencies Tax Credit  Commission.   Mr.
Collins graduated from Harvard College.  President Bush appointed
him to the President's Advisory Committee on the Arts at the John
F. Kennedy Center for the Performing Arts.  He is a leader in the
civic community, serving on the Boards of Youthbuild Boston,  the
Pine Inn and I Have a Dream Foundation.

     John  P. Manning, age 51, is co-founder, President and Chief
Executive  Officer  of  Boston Capital Corporation  where  he  is
responsible for strategic planning and business development.   In
addition  to his responsibilities at Boston Capital, Mr.  Manning
is  a  proactive leader in the industry.  He served in 1990 as  a
member  of the Mitchell-Danforth Task Force, to review and reform
the Low Income Housing Tax Credit.  He was the founding President
of  the  Affordable Housing Tax Credit Coalition, is a member  of
the board of the National Leased Housing Association and sits  on
the  Advisory  Board of the publication Housing  and  Development
Reporter.   During  the  1980s he  served  as  a  member  of  the
Massachusetts  Housing Policy Committee, as an appointee  of  the
Governor   of  Massachusetts.   In  addition,  Mr.  Manning   has
testified before the U.S. House Ways and Means Committee and  the
U.S.  Senate  Finance  Committee, on the  critical  role  of  the
private  sector  in  the success of the Low  Income  Housing  Tax
Credit Program.  In 1996, President Clinton appointed him to  the
President's Advisory Committee on the Arts at the John F. Kennedy
Center for the Performing Arts.  In 1998, President Clinton  also
appointed Mr. Manning to the President's Export Council, which is
the premier committee comprised of major corporate CEOs to advise
the President in matters of foreign trade.  Mr. Manning is also a
member  of  the  Board  of  Directors  of  the  John  F.  Kennedy
Presidential  Library  in Boston.  In the  civic  community,  Mr.
Manning  is a leader, serving on the Board of Youthbuild  Boston.
Mr. Manning is a graduate of Boston College.

                                   46



Richard J. DeAgazio, age 54, is Executive Vice President of
Boston Capital Partners, Inc., and is President of Boston Capital
Services, Inc., Boston Capital's NASD registered broker/dealer.
Mr. DeAgazio formerly served on the national Board of Governors
of the National Association of Securities Dealers (NASD), was the
Vice Chairman of the NASD's District 11 Committee, and served as
Chairman of the NASD's Statutory Disqualification Subcommittee of
the National Business Conduct Committee. He also served on the
NASD State Liaison Committee and the Direct Participation Program
Committee.  He presently serves as a member of the National
Adjudicatory Council on NASD.  He is a founder and past President
of the National Real Estate Investment Association, past
President of the Real Estate Securities and Syndication Institute
(Massachusetts Chapter) and the Real Estate Investment
Association. Prior to joining Boston Capital in 1981, Mr.
DeAgazio was the Senior Vice President and Director of the
Brokerage Division of Dresdner Securities (USA), Inc., an
international investment banking firm owned by four major
European banks, and was a Vice President of Burgess &
Leith/Advest. He has been a member of the Boston Stock Exchange
since 1967. He is a leader in the community and serves on the
Business Leaders Council of the Boston Symphony, Board of
Directors for Junior Achievement of Massachusetts, the Board of
Advisors for the Ron Burton Training Village and is on the Board
of Corporators of Northeastern University.  He graduated from
Northeastern University.

     Christopher  W.  Collins,  age  43,  is  an  Executive  Vice
President  and a principal of Boston Capital Partners, Inc.,  and
is  responsible for, among other areas, overseeing the investment
portfolio   of  funds  sponsored  by  Boston  Capital   and   the
acquisition  of real estate investments on behalf of such  funds.
Mr.   Collins  has  had  extensive  experience  in  real   estate
development activities, having founded and directed the  American
Development Group, a comprehensive real estate development  firm,
and  has  also had extensive experience in the area of  acquiring
real estate investments.  He is on the Board of Directors of  the
National  Multi-Housing Council and a member of the Massachusetts
Housing  Finance  Agency  Multi-Family  Advisory  Committee.   He
graduated from the University of New Hampshire.

    Anthony A. Nickas, age 38, is Chief Financial Officer of
Boston Capital Partners, Inc., and serves as Chairman of the
firm's Operating Committee.  He has fifteen years of experience
in the accounting and finance field and has supervised the
financial aspects of Boston Capital's project development and
property management affiliates.  Prior to joining Boston Capital
in 1987, he was Assistant Director of Accounting and Financial
Reporting for the Yankee Companies, Inc., and was an Audit
Supervisor for Wolf & Company of Massachusetts, P.C., a regional
certified public accounting firm based in Boston.  He graduated
with honors from Norwich University.

   (f)  Involvement in certain legal proceedings.
   (g)

            None.

    (g)     Promoters and control persons.

            None.





                                    47


Item 11.    Executive Compensation

    (a), (b), (c), (d) and (e)

    The Partnership has no officers or directors.  However, under
the
terms of the Amended and Restated Agreement and Certificate of
Limited
Partnership of the Partnership, the Partnership has paid or
accrued
obligations to the General Partner and its affiliates for the
following
fees during the 1999 fiscal year:

    1.  An annual partnership management fee based on .5 percent
of the
aggregate cost of all Apartment Complexes acquired by the
Operating
Partnerships, less the amount of certain partnership management
and
reporting fees paid or payable by the Operating Partnerships, has
been
accrued as payable to Boston Capital Asset Management Limited
Partnership.  The annual partnership management fee accrued
during the year
ended March 31, 1999 was $2,509,932.  Accrued fees are payable
without
interest as sufficient funds become available.

   2.   The Partnership has reimbursed, or accrued to, an affiliate
      of the
General Partner a total of $57,587 for amounts charged to
operations
during the year ended March 31, 1999. The reimbursement includes,
but may not
be limited to postage, printing, travel, and overhead
allocations.

Item 12.    Security Ownership of Certain Beneficial Owners and
            Management

    (a)     Security ownership of certain beneficial owners.

    As of March 31, 1999, 18,679,738 BACs had been issued.  No
person is
known to own beneficially in excess of 5% of the outstanding BACs
in any
of the Series.

    (b)     Security ownership of management.

    The General Partner has a 1% interest in all Profits, Losses,
Credits
and distributions of the Partnership.  The Partnership's response
to Item
12(a) is incorporated herein by reference.

    (c)     Changes in control.

    There exists no arrangement known to the Partnership the
operation of
which may at a subsequent date result in a change in control of
the
Partnership.  There is a provision in the Limited Partnership
Agreement
which allows, under certain circumstances, the ability to change
control.

Item 13.    Certain Relationships and Related Transactions

    (a)     Transactions with management and others.


    The Partnership has no officers or directors.  However, under
the
terms of the public offering, various kinds of compensation and
fees are
payable to the General Partner and its Affiliates during the
organization
and operation of the Partnership.  Additionally, the General
Partner will
receive distributions from the Partnership if there is cash
available for
distribution or residual proceeds as defined in the Partnership

                                    48


Agreement.  The amounts and kinds of compensation and fees are
described
on pages 32 to 33 of the Prospectus under the caption
"Compensation and
Fees", which is incorporated herein by reference.  See Note B of
Notes to
Financial Statements in Item 14 of this Annual Report on Form
10-K for
amounts accrued or paid to the General Partner and its affiliates
during
the period from April 1, 1995 through March 31, 1999.

    (b)     Certain business relationships.

    The Partnership response to Item 13(a) is incorporated herein
by
    reference.

    (c)     Indebtedness of management.

            None.

    (d)     Transactions with promoters.

            Not applicable.






































                                   49





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

    (a) 1 and 2.     Financial Statements and Financial Statement
                     Schedules

    Independent Auditors' Report

    Balance Sheets, March 31, 1999 and 1998

    Statement of Operations, Years ended March 31, 1999, 1998,
and
    1997.

    Statements of Changes in Partners' Capital, Years ended March
    31, 1999, 1998 and 1997.

    Statements of Cash Flows, Years ended March 31, 1999, 1998
and
    1997.

    Notes to Financial Statements, March 31, 1999, 1998 and
    1997.

    Schedule III - Real Estate and Accumulated Depreciation

    Notes to Schedule III

    Schedules not listed are omitted because of the absence of
the
    conditions under which they are required or because the
    information is included in the financial statements or the
notes
    hereto.

    (a) 3.  Exhibits (listed according to the number assigned
            in the table in Item 601 of Regulation S-K)

        Exhibit No. 3 - Organization Documents.

        a.   Certificate of Limited Partnership of Boston
             Capital Tax Credit Fund II Limited Partnership.
             (Incorporated by reference from Exhibit 3 to the
             Partnership's Registration Statement No. 33-30145
             on Form S-11 as filed with the Securities and
             Exchange Commission on October 25, 1989.)







                                    50










        Exhibit No. 4 - Instruments defining the rights of
security
        holders, including indentures.

        a.   Agreement of Limited Partnership of Boston
             Capital Tax Credit Fund II Limited Partnership.
             (Incorporated by reference from Exhibit 4 to the
             Partnership's Registration Statement No. 33-30145
             on Form S-11 as filed with the Securities and
             Exchange Commission on October 25, 1989.)

        Exhibit No. 10 - Material contracts.

        a.   Beneficial Assignee Certificate.  (Incorporated
             by reference from Exhibit 10A to the
             Partnership's Registration Statement No. 33-30145
             on Form S-11 as filed with the Securities and
             Exchange Commission on October 25, 1989.)

        Exhibit No. 28 - Additional exhibits

    (b) Reports on Form 8-K
        -------------------

    (c) Exhibits
        --------
    The list of exhibits required by Item 601 of Regulation S-K
is
    included in Item (a)(3).

    (d) Financial Statement Schedules
        -----------------------------
    See Item (a) 1 and 2 above.

    (e) Independent Auditors' Reports for Operating Limited
        Partnerships.
        ---------------------------------------------------

















                                    51

                                  SIGNATURES
                                  ----------
    Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report
to be
signed on its behalf by the undersigned, thereunto duly
authorized.

                      Boston Capital Tax Credit Fund II
                      Limited Partnership

                      By:        Boston Capital Associates II
                                 Limited Partnership, General
                                 Partner

                      By:        Boston Capital Associates



Date:  June 30, 1999                By:  /s/ John P. Manning
                                          -------------------
                                          John P. Manning



                                     By:  /s/ Herbert F. Collins
                                          ----------------------
                                          Herbert F. Collins

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

DATE:  June 30, 1999             SIGNATURE:              TITLE:
                                                         General
Partner and
                                 /s/ John P. Manning
Principal Executive
                                 -------------------     Officer,
Principal
                                 John P. Manning
Financial Officer and

Principal Accounting
                                                         Officer
of Boston
                                                         Capital
Associates

                                                         General
Partner and
                                 /s/ Herbert F. Collins
Principal Executive
                                 ---------------------   Officer,
Principal
                                 Herbert F. Collins
Financial Officer and

Principal Accounting
                                                         Officer
of Boston
                                                         Capital
Associates





                                    52








<PAGE>
                      FINANCIAL STATEMENTS AND
                    INDEPENDENT AUDITORS' REPORT

                     BOSTON CAPITAL TAX CREDIT
                   FUND II LIMITED PARTNERSHIP -
                   SERIES 7, 9 THROUGH 12, AND 14

                      MARCH 31, 1999 AND 1998

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                         TABLE OF CONTENTS


PAGE

  INDEPENDENT AUDITORS' REPORT                                 F-
3

  FINANCIAL STATEMENTS

           BALANCE SHEETS                                      F-
5

           STATEMENTS OF OPERATIONS                           F-
12

           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL         F-
19

           STATEMENTS OF CASH FLOWS                           F-
23

           NOTES TO FINANCIAL STATEMENTS                      F-
37

  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION     F-
75

  NOTES TO SCHEDULE III

  Schedules  not listed are omitted because of the absence of the
  conditions  under  which  they  are  required  or  because  the
  information  is  included  in  the  financial statements or the
  notes thereto.

<PAGE>
                   Reznick Fedder & Silverman
     Certified Public Accountants * A Professional Corporation

    4520 East-West Highway * Suite 300 * Bethesda, MD 20814-3319
                (301) 652-9100 * Fax (301) 652-1848

                    INDEPENDENT AUDITORS' REPORT

  To the Partners
  Boston Capital Tax Credit Fund II
    Limited Partnership

          We  have  audited  the  accompanying  balance sheets of
  Boston   Capital   Tax  Credit  Fund  II  Limited  Partnership,
  including Boston Capital Tax Credit Fund II Limited Partnership
  -  Series  7,  Series 9 through 12, and Series 14, in total and
  for  each  series as of March 31, 1999 and 1998 and the related
  statements of operations, changes in partners' capital and cash
  flows,  for  the  total partnership and for each of the series,
  for each of the three years in the period ended March 31, 1999.
  These  financial  statements  are  the  responsibility  of  the
  partnership's  management.  Our responsibility is to express an
  opinion  on these financial statements based on our audits.  We
  did  not  audit  the  financial statements of certain operating
  limited partnerships in which Boston Capital Tax Credit Fund II
  Limited   Partnership  owns  a  limited  partnership  interest.
  I n vestments  in  such  partnerships  comprise  the  following
  percentages  of  the  assets  as of March 31, 1999 and 1998 for
  Series  7,  Series 9 through 12, and Series 14, and the limited
  partnership  loss  for  each  of  the three years in the period
  ended  March  31,  1999  for Series 7, Series 9 through 12, and
  Series  14:  Total,  34% and 31% of the assets and 24%, 22% and
  11% of the partnership loss; Series 7, 27% and 4% of the assets
  and  13%,  7% and 5% of the partnership loss; Series 9, 35% and
  33% of the assets and 29%, 27% and 26% of the partnership loss;
  Series  10, 40% and 36% of the assets and 20%, 7% and 4% of the
  partnership loss; Series 11, 38% and 43% of the assets and 32%,
  34%  and 10% of the partnership loss; Series 12, 24% and 30% of
  the  assets  and  24%, 32% and 24% of the partnership loss; and
  Series  14,  35%  and 25% of the assets and 19%, 18% and 15% of
  the  partnership  loss.    The  financial  statements  of these
  partnerships were audited by other auditors, whose reports have
  been furnished to us, and our opinion, insofar as it relates to
  information  relating to these partnerships, is based solely on
  the reports of the other auditors.

          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  of  each series.  An audit also includes
  assessing   the  accounting  principles  used  and  significant
  estimates made by management, as well as evaluating the overall
  financial  statement  presentation.  We believe that our audits
  and  the  reports  of  the  other auditors provide a reasonable
  basis for our opinion.

                                F-3

<PAGE>
          In  our opinion, based on our audits and the reports of
  the  other auditors, the financial statements referred to above
  present   fairly,  in  all  material  respects,  the  financial
  position   of   Boston  Capital  Tax  Credit  Fund  II  Limited
  Partnership,  including  Boston  Capital  Tax  Credit  Fund  II
  Limited Partnership - Series 7, Series 9 through 12, and Series
  14,  in total and for each series as of March 31, 1999 and 1998
  and  the  results  of its operations and its cash flows for the
  total  partnership  and  for each of the series for each of the
  three  years  in the period ended March 31, 1999, in conformity
  with generally accepted accounting principles.

           We  and   other  auditors   have   also   audited  the
  information   included   in  the  related  financial  statement
  schedule  listed in Form 10-K, Item 14(a) of Boston Capital Tax
  Credit  Fund  II Limited Partnership Series 7, Series 9 through
  12,  and  Series  14 as of March 31, 1999.  In our opinion, the
  schedule  presents  fairly,  the information required to be set
  forth therein, in conformity with generally accepted accounting
  principles.

  Bethesda, Maryland
  June 29, 1999

                                F-4
MCGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Deer Hill 11 Limited Partnership
Winston-Salem, North Carolina

We have audited the accompanying balance sheets of Deer Hill 11
Limited Partnership as of December 31, 1998 and 1997, and the
related statements of income, partners' deficit, and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Deer Hill II Limited Partnership 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 a report dated January 21, 1999 on our consideration of
Forest Hill Limited Partnership's internal control over financial
reporting on our tests of its compliance with certain provisions
of laws, regulations contracts and grants.



Greensboro, North Carolina
January 21, 1999

I

LAMORENA & CHANG
CERTIFIED PUBLIC ACCOUNTANTS

22 BATTERY STREET, SUITE  412
TELEPHONE: 415.781.8441
SAN FRANCISCO, CALIFORNIA 94111
FACSIMILE: 415.781.8442

INDEPENDENT AUDITORS'REPORT

To the Partners
King City Elderly Housing Associates
(a California Limited Partnership)
Salinas, California

We have audited the accompanying balance sheets of the King City Elderly
Housing Associates (a California Limited Partnership) 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 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 audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the King City Elderly
Housing Associates (a California Limited Partnership) as of December 31,
1998 and 1997, and the results of its operations, changes in partner's
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 and 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.

January 21, 1999


BLOOM, GETTIS, HABIB, SILVER & TERRONE, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
SUITE 1450
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133-91393

TELEPHONE (305) 858-6211
FACSIMILE (305) 858-9696

LAWRENCE W. GETTIS, C.P.A.
STEVEN M. HABIB, C.P.A.
MICHAEL A. SILVER, C.P.A.
ROGER J. TERRONE, C.P.A.
CURT A. ROSNER, C.P.A.


To the Partners
Metropole Apartments Associates, Ltd.
Boston, Massachusetts
INDEPENDENT AUDITORS' REPORT

We have audited the accompanying Balance Sheets of Metropole Apartments
Associates, Ltd. (a Florida Limited Partnership), as of December 31, 1998
and 1997, and the related Statements of Operations, Partners' Deficit and
Cash Flows for the years then ended. These financial statements are the
responsibility of the Metropole Apartments Associates, Ltd.' s management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Metropole Apartments
Associates, Ltd. as of December 31, 1998 and 1997, and the results of its
operations, the changes in partners' deficit and cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information 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.

January 18, 1999


ROBERT ERCOLINI & COMPANY LLP

Certified Public Accountants * Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Rosenberg Building Associates Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheets of Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, 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 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 Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, and the
results of its operations, changes in partners' capital, 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 additional information included
in this report (shown on pages 18 and 19) 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.

March 10, 1999


McGLADREY&PULLEN, LLP
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Westwood Square Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Westwood Square Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
income, partners' deficit, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Westwood Square Limited
Partnership 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 a
report dated January 21, 1999 on our consideration of Westwood Square
Limited Partnership's internal control over financial reporting and on our
tests of its compliance with certain provisions of laws, regulations,
contracts and grants.

Greensboro, North Carolina
January 21, 1999

I

McGLADREY & PULLEN, LLP
Certified Public Accountants and ConsultantsINDEPENDENT AUDITOR'S REPORTTo
the PartnersDeer Hill II Limited Partnership
Greensboro, North Carolina

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

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Deer Hill II Limited
Partnership's internal control and a report dated January 20, 1998 on its
compliance with laws and regulations.


Greensboro, North Carolina
January 20, 1998











LAMORENA & CHANG
CERTIFIED PUBLIC ACCOUNTANTS

22 BATTERY STREET, SUITE 412     TELEPHONE: 415.781.8441
SAN FRANCISCO, CALIFORNIA 94111    FACSIMILE: 415.781.8442


INDEPENDENT AUDITORS'REPORT


To the Partners
King City Elderly Housing Associates
(a California Limited Partnership)
Salinas, California


We have audited the accompanying balance sheet of the King City Elderly
Housing Associates (a California Limited Partnership) as of December 31,
1997 and 1996, 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 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 the King City Elderly
Housing Associates (a California Limited Partnership) as of December 31,
1997 and 1996, and the results of its operations changes in partner's
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 and 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.

January 25, 1998


BLOOM, GETTIS, HABIB, SILVER & TERRONE, P.A.CERTIFIED PUBLIC ACCOUNTANTS
SUITE 1450
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133-9893
TELLEPHONE (305) 858-6211
FACSIMILE (305) 858-9696

BURT R. BLOOM, C.P.A., C.V.A.
LAWRENCE W. GETTIS, C.P.A.
STEVEN M. HABIB, C.P.A.
MICHAEL A. SILVER, C.P.A.
ROGER J. TERRONE, C.P.A.
CURT A. ROSNER, C.P.A.

MEMBERS
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS


To the PartnersMetropole Apartments Associates, Ltd.Boston, Massachusetts

INDEPENDENT AUDITORS' REPORT
We have audited the accompanying Balance Sheets of Metropole Apartments
Associates, Ltd. (a Florida Limited Partnership), as of December 31, 1997
and 1996, and the related Statements of Operations, Partners' Deficit and
Cash Flows for the years then ended.  These financial statements are the
responsibility of the Metropole Apartments Associates, Ltd.'s management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Metropole Apartments
Associates, Ltd. as of December 31, 1997 and 1996, and the results of its
operations, the changes in partners' deficit and cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information 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.

January 22, 1998


Dulin, Ward & DeWald, Inc.Certified Public Accountants


Michael R. DeWald
Robert F. Meyer
James R. Doty
J. Nelson Coats
Michael J. O'Brien
Jeff A. Taner
Mark S.WesterhausenJames E. Hindle, Jr. (1949 - 1994)
Offices Located in Fort Wayne and Marion, Indiana

INDEPENDENT AUDITOR'S REPORT


To the Partners of
Oakview Limited (A Limited Partnership)
Corunna, Indiana


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

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration "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 Oakview Limited (A
Limited Partnership) as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.


Our audits were made for the purpose forming an opinion on the basic
financial statements taken as a whole.  The accompanying expense analysis
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.

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


Fort Wayne, Indiana

Our mission is to assist businesses, organizations and individuals in
measuring, controlling and managing their financial success.

1610 Spy Run Avenue, Fort Wayne, Indiana 46805
219-423-2414 / 800-232-8913
219-423-2419 (Fax)
McGLADREY & PULLEN, LLPCertified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORTTo the Partners
Westwood Square Limited Partnership
Greensboro, North Carolina

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

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Westwood Square
Limited Partnership's internal control and a report dated January 20, 1998
on its compliance with laws and regulations.

Greensboro, North Carolina
January 20, 1998












Dulin, Ward & DeWald, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
BUSINESS CONSULTANTS

Offices Located in Fort Wayne and Marion, Indiana

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Brooklyn Limited (An Indiana Limited Partnership)
Corunna, Indiana

We have audited the accompanying balance sheets of Brooklyn Limited (An
Indiana Limited Partnership) as of December 31, 1998 and 1997, and the
related statements of income, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States, and the US. Department of Agriculture, Farmers Home
Administration "AUCE 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 respect, the financial position of Brooklyn Limited (An
Indiana Limited Partnership) 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.

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
9 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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 28, 1999 on our consideration of Brooklyn Limited's
internal control structure and a report dated January 28, 1999 on its
compliance with laws and regulations.

Fort Wayne, Indiana
January 28, 1999
John G. Burk and Associates
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION

56 COURT STREET
P.O. BOX 705
KEENE, NEW HAMPSHIRE 03431.
(603) 357-4882

January 20, 1999

To the Partners of Beaver Brook Housing
Associates Limited Partnership

Independent Auditors' Report on Compliance

We have audited the financial statements of Beaver Brook Housing Associates
(a Limited Partnership), (Case No. 34-06-020424443) as of and for the year
ended December 31, 1998, and have issued our report thereon dated January
20, 1999.

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.

Compliance with laws, regulations, contracts, and the loan agreement
applicable to Beaver Brook Housing Associates (a Limited Partnership), is
the responsibility of Beaver Brook Housing Associates' management. As part
of obtaining reasonable assurance about whether the financial statements
are free of material misstatement, we performed tests of Beaver Brook
Housing Associates' (a Limited Partnership) compliance with certain
provisions of laws, regulations, contracts, and the loan agreement.
However, the objective of our audit of the financial statements was not to
provide an opinion on overall compliance with such provisions. Accordingly,
we do not express such an opinion.

We also considered those compliance matters regarding types of services
allowed or unallowed, eligibility, matching, level of effort and
earmarking, reporting and special tests and provisions comprehended in
Attachment 2 of U.S. Department of Agriculture, Farmers Home Administration
Audit Program issued December 1989.

The results of our tests disclosed no instances of noncompliance that are
required to be reported herein under Government Auditing Standards.

However, the results of our tests disclosed certain immaterial instances of
non-compliance that are described in accompanying Schedule of Findings and
Questioned Costs.

This report is intended solely for the information and use of management
and Rural Development and is not intended to be and should not be used by
anyone other than these specified parties.
Certified Public Accountants




INDEPENDENT AUDITORS'REPORT ON COMPLIANCE

To the Partners
Corinth Housing Redevelopment Company

We have audited the financial statements of Corinth Housing Redevelopment
Company as of and for the year ended December 31, 1998, and have issued our
report thereon dated February 4, 1999. 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.

Compliance with laws, regulations, contracts, and grants applicable to
Corinth Housing Redevelopment Company is the responsibility of the
Partnership's management. As part of obtaining reasonable assurance about
whether the financial statements are free of material misstatement, we
performed tests of the Partnership's compliance with certain provisions of
laws, regulations, contracts, and grants in accordance with suggestions
contained in the U.S. Department of Agriculture Rural Development Audit
Program dated December 1989, and the Compliance Supplement for Rural Rental
Housing Loans and Rural Rental Assistance Payments. However, the objective
of our audit was not to provide an opinion on overall compliance with such
provisions. Accordingly, we do not express such an opinion.

The results of our tests disclosed no instances of noncompliance that are
required to be reported herein under Government Auditing Standards.

This report is intended for the information of Management and the Rural
Development Agency and should not be used for any other purpose. This
restriction is not intended to limit distribution of this report, which is
a matter of public record.

February 4, 1999
Albany, New York

Flegal & Tibbitts
Certified Public Accountants
Mary K. Flegal, CPA
Jana L. Tibbitts, CPA

INDEPENDENT AUDITORS' REPORT


To the Partners
Fawn River Apartment Company Limited Partnership
d/b/a Fawn River Apartments

We have audited the accompanying balance sheet of Fawn River Apartment
Company Limited Partnership d/b/a Fawn River Apartments (a partnership)
Project #26 382856293 as of December 31, 1998 and 1997 and related
statement of operations, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether 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 Fawn River Apartment
Company Limited Partnership d/b/a Fawn River Apartments Project #26-078-
382856293 as of December 31, 1998 and 1997, and its operations, cash flows
and its changes in partners' equity for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 22, 1999, on our consideration of Fawn River
Apartment Company Limited Partnership d/b/a Fawn River Apartments Project
#26-078-382856293 internal control structure and a report dated February
22, 1999, on its compliance with laws and regulations.

FLEGAL & TIBBITTS

February 22, 1999

The Waters Edge, Second Floor
5930 Lovers Lane
227 Hubbard Street
Portage, Michigan 49002
Allegan, Michigan 49010
Phone (616) 383-1900

SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
1230 AIRPORT ROAD
P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone: (850) 785-0261
Fax: (850) 785-2078
INDEPENDENT AUDITORS' REPORT

To the Partners
Fountain Green Apartments, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Fountain Green
Apartments, Ltd., FmHA Project No: 09-46-592948719, as of December 31, 1998
and 1997, and the related statements of operations, partners, equity and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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 Fountain Green
Apartments, 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.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information 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.

Panama City, Florida
February 11, 1999
BOWMAN & COMPANY, LLP

Certified Public Accountants

HERBERT H. BOWMAN
TELEPHONE:
TAYLOR M. WELZ


INDEPENDENT AUDITORS' REPORT

To the Partners
Glennwood Hotel Investors
(A California Limited Partnership)
Sacramento, California

We have audited the accompanying balance sheets of Glennwood Hotel
Investors (A California Limited Partnership) as of December 3l, 1998 and
1997, 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 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 Glennwood Hotel
Investors (A California Limited Partnership) as of December 31, 1998 and
1997, and the results of its operations and its cash flows for the years
then ended in conformity generally accepted accounting principles.

Stockton, California
January 18, 1999
Bernard Robinson
& Company, L.L.P
Certified Public Accountants since 1947
MAILING ADDRESS
109 MUIRS CHAPEL ROAD
GREENSBORO, NC 27419-9608

Independent Auditor's Report

To the Partners
Grifton Housing Associates
Charlotte, North Carolina

We have audited the accompanying balance sheet of Grifton Housing
Associates (a North Carolina 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. The financial
statements of Grifton Housing Associates as of December 31, 1997, were
audited by other auditors whose report dated February 6, 1998, expressed an
unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Grifton Housing
Associates 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.

In accordance with Government Auditing Standards, we have also issued our
report dated February 5, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts, and grants.

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

CERTIFIED PUBLIC ACCOUNTANTS

Greensboro, North Carolina
February 5, 1999

INDEPENDENT AUDITORS' REPORT

To the Partners
Greenwich Housing Redevelopment Company

We have audited the accompanying balance sheets of Greenwich Housing
Redevelopment Company as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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 Greenwich Housing
Redevelopment Company 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
reports dated February 4, 1999, on our consideration of Greenwich Housing
Redevelopment Company's internal control structure and it's compliance with
laws and regulations.

February 4, 1999
Albany, New York

LOUIS YOUNG C.P.A. INC.

LOUIS YOUNG. CPA
JASON LIAO. 291-1668 FAX (559) 291-1692
INDEPENDENT AUDITOR'S REPORT

The Partners
Hacienda Villa Associates
Firebaugh, California

We have audited the accompanying balance sheet of Hacienda Villa Associates
(A Limited Partnership) as of December 31, 1998, and the related statements
of operations, partners' capital and cash flows for the year then ended.
Thes6 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 Hacienda Villa
Associates (a 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.

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 14 and 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.


Louis Young CPA Inc.
Fresno, California

February 23,1999

Duggan, Joiner, Birkenmeyer, Stafford & Furman, P.A.

INDEPENDENT AUDITORS' REPORT

February 12, 1999

To the Partners
Haines City Apartments,.Ltd.

We have audited the accompanying basic financial statements of Haines City
Apartments, Ltd., as of and for the years ended December 31, 1998 and 1997,
as listed in the table of contents.     These basic 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 applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audits
to obtain reasonable assurance about, whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and the 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 basic financial statements referred to above present
fairly, in all material respects, the financial position of Haines City
Apartments, 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 12, 1999 on our consideration of Haines City
Apartments, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts,
and grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information
presented on pages 9 to 15 is presented for the purpose6 of additional
analysis and is not a required part of the basic financial statements.  The
information on pages 9 to 14 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. The information on page 15, which is
of a nonaccounting nature, has not been subjected to auditing procedures
applied in the audits of the basic financial statements, and we express no
opinion on it.

McGEE & ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditors' Report

To the Partners
Kristin Park Apartments, Ltd.
and Rural Development

We have audited the accompanying balance sheets of Kristin Park Apartments,
Ltd. (a limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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 Kristin Park
Apartments, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and the changes in partners' equity and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 19, 1999, on our consideration of Kristin Park
Apartments, Ltd.'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
financial statements taken as a whole. The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Kristin Park
Apartments, Ltd. Such information has been subjected to the auditing
procedures applied in the audit of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.

January 19, 1999
Farmington, New Mexico
BERNARD E. REA, CPA
CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE 13ASED ON
AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN
ACCORDANCE WITH GOVERNMENT AVD1TXNG STANDARDS

To the Partners
Maywood Associates, Ltd.
(A California Limited Partnership)
Cheyenne, WY

I have audited the financial statements of Maywood Associates, Ltd. (A
California Limited Partnership) as of and for the year ended December 31,
1998, and have issued my report thereon dated March 26, 1999.

I conducted my 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 I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.

Compliance with laws, regulations, contracts, and grants applicable to
Maywood Associates, Ltd. (A California Limited Partnership) is the
responsibility of Partnership's management. As part of obtaining reasonable
assurance about whether the financial statements are free of material
misstatement, I performed tests of Maywood Associates, Ltd. I s compliance
with certain provisions of laws, regulations, and contracts. However, the
objective of my audit of the financial statements was not to provide an
opinion on overall compliance with such provisions. Accordingly, I do not
express such an opinion.

I also considered those compliance matters set forth in Attachment 2 of U.
S. Department of Agriculture, Farmers Home Administration Audit Program
handbook, dated December 1989.

The results of my tests disclosed no instances of noncompliance that are
required to be reported herein under Government Auditing Standards.

This report is intended for the information of the Partnership's
management, others within the organization, and USDA Rural Development.
However, this report is a matter of public record and its distribution is
not limited.

Stockton, California
March 26, 1999

P.O. BOX 4632  STOCKTON, CA 95204 . TELEPHONE (209) 933- FAX (209) 933-9113

FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31406
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Meadow Run Limited Partnership

We have audited the accompanying balance sheets of Meadow Run Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Meadow Run Limited
Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners
Pedcor Investments 1989 VIII, L.P.

We have audited the accompanying balance sheets of Pedcor Investments 1989
VIII, L.P. as of December 31, 1998 and 1997, and the related statements of
loss, 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 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 Pedcor Investments 1989
VIII, L.P. 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.

The accompanying information is presented for additional analysis and is
not a required part of the basic financial statements. Such information has
been subjected to the same 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.


January 22, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants

698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Quail Hollow of Warsaw Limited Partnership
(A North Carolina Limited Partnership)

We have audited the accompanying balance sheet of Quail Hollow of Warsaw
Limited Partnership (a North Carolina Limited Partnership) as of December
31, 1998, and the related statements of operations, changes in 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. The 1997 financial statements were audited by other auditors
whose report dated February 4, 1998, expressed an unqualified opinion on
those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Quail Hollow of Warsaw
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.

In accordance with Government Auditing Standards, we have also issued a
report dated January 29, 1999, on our consideration of the Partnership's
internal controls and a report dated January 29, 1999, on its compliance
with laws and regulations.


     The accompanying supplementary information 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 financial
statements taken as a whole.


January 29, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants

698 Pro Med Lane
Carmel, Indiana 46032
317-8485700
Fax: 317-815-6140
Schonwit & Associates
Certified Public Accountants

575 Anton Boulevard, Suite 500, Costa Mesa, California 92626
(714) 437-1025 FAX (714) 957-6781

INDEPENDENT AUDITOR'S REPORT

To the Partners
Raitt Street Apartments, A California Limited Partnership

I have audited the accompanying balance sheet of Raitt Street Apartments, 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. My responsibility is to express an opinion on
these financial statements based on my audit. I have previously audited and
reported on the financial statements for the preceding year and issued an
unqualified report dated January 27, 1998.

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
3 reasonable basis for my opinion.

In my opinion the accompanying financial statements referred to above
present fairly, in all material respects, the financial position of Raitt
Street Apartments, A California Limited Partnership as of December 31,
1998, and the results of its operations, the changes in partners' equity,
and cash flows for the year then ended in conformity with generally
accepted accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
13 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 my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

SCHONWIT & ASSOCIATES

February 5, 1999

BAKER NEWMAN & NOYES
LIMITED LIABILITY COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

INEPENDENT AUDITORS' REPORT

To the Partners
South Paris Heights Associates
(A Limited Partnership)

We have audited the accompanying balance sheets of South Paris Heights
Associates (A Limited Partnership) as of December 31, 1998 and 1997, and
the related statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the 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 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 South Paris Heights
Associates (A Limited Partnership) at 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
reports dated January 29, 1999 on our consideration of the internal control
over financial reporting of South Paris Heights Associates (A Limited
Partnership) and our tests of its compliance with certain provisions of
laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying additional
information is presented solely for the use of the U.S. Department of
Agriculture Rural Development and is not a required part of the basic
financial statements. Part I of the Multiple Family Housing Borrower
Balance Sheet, Form RD 19308 and Column 2 (Actual), Parts I, II and III of
the Multiple Family Housing Project Budget, Form RD 1930-7, have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
We have not audited Parts IV, V and VI, and Columns 1 and 3 (Current Budget
and Proposed Budget) of Parts I, II and III of Form RD 1930-7, and,
accordingly, express no opinion thereon.

January 29, 1999
Limited Liability Company

CERTIFIED PUBLIC ACCOUNTANTS
10714 MANCHESTER ROAD
SUITE 202
KIRKWOOD, MISSOURI 63122
(314) 822-6575

INDEPENDENT AUDITORS' REPORT

To the Partners
Springfield Housing Associates, L.P.
Springfield, Illinois

We have audited the accompanying balance sheet of Springfield Housing
Associates, L.P., (a limited partnership), as of December 31, 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 audit. The financial statements of
Springfield Housing Associates, L.P. (a limited partnership) as of December
31, 1997, were audited by another auditor whose report dated February 13,
1998, expressed an unqualified opinion on those statements.

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 Springfield Housing
Associates, L.P., ( a limited partnership) as of December 3 1, 1998, and
the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Mueller, Walla & Albertson, P.C.
January 22, 1999
Thomas C. Cunningham, CPA PC
23 MOORE STREET
BRISTOL, VIRGINIA 24201
(540) 669-5531

INDEPENDENT AUDITOR'S REPORT

To the Partners
Tappahannock Greens Limited Partnership

I have audited the Supplemental balance sheets of Tappahannock Greens
Limited Partnership as of December 31, 1998 and 1997, 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. My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that I
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. I believe that my audits provide a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Tappahannock Greens
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations, changes in partners, equity, and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Supplemental information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the audits of the basic
financial statements and, in my 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, I have also issued. a
report dated February 19, 1999 on my consideration of Tappahannock Greens
Limited Partnership's internal control and a report dated February 19, 1999
on its compliance with laws and regulations applicable to the financial
statements.

THOMAS C. CUNNINGHAM, CPA P.C.
February 19, 1999

SMITH, MILES & COMPANY, L.C.
PANAMA CITY, FLORIDA 32402
Phone: (850) 785-0261
Fax: (850) 785-2078

INDEPENDENT AUDITORS' REPORT

To the Partners
Village Oaks Apartments II, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Village Oaks Apartments,
II, Ltd., FmHA Project No: 09-061-0592884971, as of December 31, 1998 and
1997, 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 I 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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information 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.

Panama City, Florida
February 11, 1999

McGLADREY& PULLEN, LLP
Certified Public Accountants and Consultants
INDEPENDENT AUDITOR'S REPORT
ON COMPLIANCE AND ON INTERNAL CONTROL OVER
FINANCIAL REPORTING BASED ON AN AUDIT OF FINANCIAL STATEMENTS
PERFORMED IN ACCORDANCE WITH GOVERNMENTAL AUDITING STANDARDS

To the Partners
Westwood Square Limited Partnership
Winston Salem, North Carolina

We have audited the financial statements of Westwood Square Limited
Partnership (the "Partnership") as of and for the year ended December 31,
1998 and have issued our report thereon dated January 21, 1999. We
conducted our audit in accordance with generally accepted auditing
standards and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.

Compliance

As part of obtaining reasonable assurance about whether the Partnership's
financial statements are free of material misstatement, we performed tests
of its compliance with certain provisions of laws, regulations, contracts,
and grants, noncompliance with which could have a direct and material
effect on the determination of financial statement amounts. However,
providing an opinion on compliance with those provisions was not an
objective of our audit, and, accordingly, we do not express such an
opinion. The results of our tests disclosed no instances, of noncompliance
that are required to be reported under Government Auditing Standards.

Internal Control Over Financial Reporting

In planning and performing our audit, we considered the Partnership's
internal control over financial reporting in order to determine our
auditing procedures for the purpose of expressing our opinion on the
financial statements and not to provide assurance on the internal control
over financial reporting. 'Our consideration of the internal control over
financial reporting would not necessarily disclose all matters in the
internal control over financial reporting that might be material
weaknesses. A material weakness is a condition in which the design or
operation of one or more of the internal control components does not reduce
to a relatively low level the risk that misstatements in amounts that would
be material in relation to the financial statements being audited may occur
and not be detected within a timely period by employees in the normal
course of performing their assigned functions. We noted no matters
involving the internal control over financial reporting and its operations
that we consider to be material weaknesses.

This report is intended for the information and use of management, Federal
awarding agencies and pass-though entities and is not to be used by anyone
other than these specified parties.

Greenboro, North Carolina
January 21, 1999
FECTEAU & COMPANY, P.C.
Certified Public Accountants


INDEPENDENT AUDITORS' REPORT

To the Partners
Wilmington Housing Redevelopment Company

We have audited the accompanying balance sheet of Wilmington Housing
Redevelopment Company as of December 31, 1998 and the related statements of
operations, partners' deficit, and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the 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 Wilmington Housing
Redevelopment Company 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.

In accordance with Government Auditing Standards, we have also issued
reports dated February 4, 1999, on our consideration of Wilmington Housing
Redevelopment Company's internal control structure and its compliance with
laws and regulations.

The financial statements of Wilmington Housing Redevelopment Company as of
December 31, 1997 were audited by other accountants whose report dated
January 21, 1998 expressed an unqualified opinion on those statements.



February 4, 1999
Albany, New York

Executive Woods, 4 Atrium Drive, Albany, NY 12205 0 (518) 438~4000 FAX
(518) 438-7444



CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
56 COURT STREET - P.0 BOX 705 - KEENE, NEW HAMPSHIRE 03431 - (603) 357-4882


To the Partners of
Beaver Brook Housing Associates Limited Partnership


Independent Auditors' Report

We have audited the accompanying balance sheets of Beaver Brook Housing
Associates (a Limited Partnership) (Case No. 34-06-020424443) as of
December 31, 1997 and 1996 and the related statements of income and
expense, 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 Beaver Brook Housing
Associates (a Limited Partnership) at December 31, 1997 and 1996 and the
results of its operations, its partners' equity (deficit) and its cash
flows for the years then ended in conformity with generally accepted
principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated January 21, 1998 on our consideration of Beaver Brook Housing
Associates' internal control structure and on its compliance with laws and
regulations.

January 21, 1998










Dulin, Ward & DeWald, Inc.Certified Public Accountants

Michael R. DeWald
Robert F. Meyer
James R. Doty
J. Nelson Coats
Michael J. O'Brien
Jeff A. Taner
Mark S. WesterhausenJames E. Hindle, Jr. (1949 - 1994)

Offices Located in Fort Wayne and Marion, Indiana
INDEPENDENT AUDITOR'S REPORT
To the Partners ofBrooklyn Limited (An Indiana Limited Partnership)
Corunna, Indiana

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

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of agriculture,
Farmers Home Administration "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 Brooklyn Limited (An
Indiana Limited Partnership) as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

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 9 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.

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

Fort Wayne, Indiana
January 22, 1998


Our mission is to assist businesses, organizations and individuals in
measuring, controlling and managing their financial success.

1610 Spy Run Avenue, Fort Wayne, Indiana 46805

219-423-2414 / 800-232-8913
219-423-2419 (Fax)


INDEPENDENT AUDITORS'REPORT

To the Partners
Corinth Housing Redevelopment Company

We have audited the accompanying balance sheet of Corinth Housing
Redevelopment Company as of December 31, 1997, and the related statements
of operations, partners' equity, and cash flows for the year then ended.
The financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on the 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 Corinth Housing
Redevelopment Company as of December 31, 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

The 1996 financial statements of Corinth Housing Redevelopment Company were
audited by other accountants whose report dated January 21, 1997, stated
that they were not aware of any material modifications that should be made
to those statements in order for them to be in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued
reports dated February 2, 1998, on our consideration of the Program's
internal control structure and it's compliance with laws and regulations.

February 2, 1998
Albany, New York

FECTEAU & COMPANY, P.C.




SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANIS
1230 AIRPORT ROAD
P.O. BOX 1177PANAMA CITY, FLORIDA 32402Phone: (850) 785-0261Fax:   (850)
785-2078


INDEPENDENT AUDITORS' REPORTTo the PartnersFountain Green Apartments,
Ltd.Panama City, FloridaWe have audited the accompanying balance sheets of
Fountain Green Apartments, Ltd., FmHA Project No: 09-46-592948719, as of
December 31, 1997 and 1996, and the related statements of operations,
partners' equity and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Fountain Green
Apartments, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information 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.

OSCAR N. HARRIS & ASSOCIATES, P.A.
Certified Public Accountants

OSCAR N. HARRIS, C.P.A.  SHERRY S. JOHNSON, C.P.A.
KENNETH E. MILTON, C.P.A.
CONNIE P. STANCIL, C.P.A.

MEMBERS: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOLINTANTS
NORTH CAROLINA ASSOCIATION OFCERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

To the Partners of
Grifton Housing Associates, A NC Limited Partnership
Charlotte, North Carolina

We have audited the balance sheets of Grifton Housing Associates, A NC
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of partners, capital, income, 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 Grifton Housing
Associates, A NC Limited Partnership as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1998 on our consideration of Grifton Housing
Associates, a
NC Limited Partnership's internal control structure and a report dated
February 6, 1998 on its compliance with laws and regulations.



100 EAST CUMBERLAND STREET, P.O. BOX 578, DUNN, N.C. 28335 (910) 892-1021
FAX (910) 892-6084

Grifton Housing Associates, A NC Limited Partnership
Page Two

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  Schedules 1, 2, 3, and 4 on pages
15, 16, 17, and 18 are presented for purposes of additional analysis and
are 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.

Oscar N. Harris & Associates, P.A.
Certified Public Accountants


February 6, 1998
LOUIS YOUNG C.P.A. INC.
2630 E. ASHLAN - FRESNO, CALIFORNIA 93726
(209) 224-5141


INDEPENDENT AUDITORIS REPORT


The Partners
Hacienda Villa Associates
Firebaugh, California



We have audited the accompanying balance sheet of Hacienda Villa Associates
(A Limited Partnership) as of December 31, 1997, and the related statements
of operations, partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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

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

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 14 and 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.



Louis Young CPA Inc.
Fresno, California


February 26, 1998
DUGGAN, JOINER,
BIRKENMEYER,
STAFFORD & FURMAN, RA.
Certified Public Accountants

MAICOIM R. DUGGAN, JR. C.P.A.
C.D. JOINER, JR., C.P.A., Retired
WAYNE J.BIRKENMYER, C.P.A.
FRANK E.STAFFORD, JR C.P.A.
EDWARD J.FURMAN, C.P.A.
O.H. DANIELS, JR, C.P.A.
R.PHILLIP BLEDSOE, C.P.A.
CAROLE A.WRIGHT, C.P.A.
ANNETTE C. FURMAN, C.P.A.
DAVID A.YOUNG, JR., C.P.A.


MEMBERS:

AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

February 6, 1998

To the Partners
Haines City Apartments, Ltd.


We have audited the accompanying basic financial statements of Haines City
Apartments, Ltd., as of and for the year ended December 31, 1997 and 1996,
as listed in the table of contents.  These basic 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 applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts 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 basic financial statements referred to above present
fairly, in all material respects, the financial position of Haines City
Apartments, Ltd. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1998 on our consideration of Haines City
Apartments, Ltd's internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts
and grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information
presented on pages 9 to 15 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements.  The
information on pages 9 to 14 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.  The information on page 15, which
is of a nonaccounting nature, has not been subjected to auditing procedures
applied in the audits of the basic financial statements, and we express no
opinion on it.

BOWMAN & COMPANY, LLP
Certified Public Accountants

Herbert H.Bowman,
Bruce G. Bentz,
Taylor M.Weltz,
Kathleen D.O'Brien,
Gary R.Daniel
Daniel E. Phelps

Telephone: 209/473-1040
LODI: 209/333-0540
Fax: 209/ 473-9771
2431 West March Lane,
Suite 100
Stockton California,
95207-6598

INDEPENDENT AUDITORS' REPORT


To the Partners
Glennwood Hotel Investors
(A California Limited Partnership)
Sacramento, Califomia


We have audited the accompanying balance sheets of Glennwood Hotel
Investors (A California Limited Partnership) as of December 31, 1997 and
1996, 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 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 Glennwood Hotel
Investors (A California Limited Partnership) as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Stockton, Califomia
January 14, 1998
McGEE & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditors' Report

To the Partners
Kristin Park Apartments, Ltd.
and Rural Development

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kristin Park
Apartments, Ltd. as of December 31, 1997 and 1996, and the results of its
operations and the changes in partners' equity and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998, on our consideration of Kristin Park
Apartments, Ltd.'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
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Kristin Park
Apartments, Ltd.  Such information has been subjected to the auditing
procedures applied in the audit of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.



January 16, 1998
Farmington, New Mexico
BURKE & REA

CERTIFIED PUBLIC ACCOUNTANTS

EDWARD T. BURKE, C.P.A.
BERNARD E. REA, C.P.A.

INDEPENDENT AUDITORS' REPORT

To the Partners
Maywood Associates, Ltd.
(A California Limited Partnership)
Cheyenne, WY

We have audited the accompanying balance sheets of Maywood Associates, Ltd.
(A California  Limited Partnership), USA Rural Development Case No. 04-052-
680184284, as of December, 31, 1997 and 1996, and the related statements of
income, partners' equity, and cash flows for the years the 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 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 Maywood Associates,
Ltd. (A California Limited Partnership) as of December 31, 1997 and 1996,
and the results of its operation, and its cash flows for then years ended,
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated March 13, 1998 on our consideration of Maywood Associates,
Ltd.'s internal control structure and a report dated March 13, 1998 on its
compliance with laws and regulations.
Stockton, California.
March 13, 1998

- 1 -
P.O. BOX 4632,STOCKTON, CA 95204
TELEPHONE 209/933-9113 FAX 2091933-9115
FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969



INDEPENDENT AUDITORS' REPORT


To the General Partners of
Meadow Run Limited Partnership

We have audited the accompanying balance sheets of Meadow Run Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about
whether the financial statements are free of material misstatement.  An
audit
includes 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 Meadow Run Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA
February 28, 1998
Dauby O'Connor & Zaleski

A Limited Liability Company
Certified Public Accountants


Independent Auditors' Report



To the Partners
Pedcor Investments 1989-VIII, L.P.



We have audited the accompanying balance sheets of Pedcor Investments 1989-
VIII, L.P. as of December 31, 1997 and 1996, and the related statements of
loss, 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 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 Pedcor Investments 1989-
VIII, L.P. as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying information is presented for additional analysis and is
not a required
part of the basic financial statements.  Such information has been
subjected to the same
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.

Indianapolis, Indiana
January 23, 1998

Dauby O'Connor & Zaleski, LLC
Certified Public Accountants

698 Pro Med Lane, Carmel, Indiana 46032
317-848-5700 Fax: 317-815-6140

STANCIL & COMPANY

INDEPENDENT AUDITORS' REPORT

To the Partners of
Quail Hollow of Warsaw Limited Partnership
Raleigh, North Carolina


We have audited the accompanying balance sheets of Quail Hollow of Warsaw
Limited Partnership as of December 31, 1997 and 1996 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 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 Quail Hollow of Warsaw
Limited Partnership as of December 31, 1997 and 1996 and the results of its
operations, changes in partners' capital 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 12 through 16 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 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 a
report dated February 4, 1998 on our consideration of Quail Hollow of
Warsaw Limited Partnership's internal control and a report dated February
4, 1998 on its compliance with laws and regulations applicable to the
financial statements.

Raleigh, North Carolina
February 4, 1998
CERTIFIED PUBLIC ACCOUNTANTS
MANAGEMENT CONSULTANTS
Schonwit & Associates
Certified Public Accountants
575 Anton Boulevard, Suite 500, Costa Mesa, California 92626
(714) 437-1025  FAX (714) 957-1678
INDEPENDENT AUDITOR'S REPORT
To the PartnersRaitt Street Apartments, A California Limited Partnership


I have audited the accompanying balance sheet of Raitt Street Apartments, A
California Limited Partnership, as of December 31, 1997, and the related
statements of operations, partners' equity, and cash flows for the year
then ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audit.  I have previously audited
and reported on the financial statements for the preceding year.

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 accompanying financial statements referred to above
present fairly, in all material respects, the financial position of Raitt
Street Apartments, A California Limited Partnership as of December 31,
1997, and the results of its operations, the changes in partners' equity,
and cash flows for the year then ended in conformity with generally
accepted accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 6 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 my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

SCHONWIT & ASSOCIATES

January 27, 1998
Suby, Von Haden& Associates, S.C.CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants


INDEPENDENT AUDITOR'S REPORT


To the Partners
School Street Limited Partnership II
Madison, Wisconsin

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of School Street Limited
Partnership II as of December 31, 1997 and 1996, and the results of its
operations, changes in partners' equity and its cash flows for the years
then ended in conformity with generally, accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  As discussed in Note I to
the financial statements, the partnership has incurred recurring operating
losses and anticipates that this condition will continue.  This factor
raises substantial doubt about the partnership's ability to continue as a
going concern.  Management's plans in regard to these matters are also
described in Note I. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

January 22, 1998

1221 John Q. Hammons Dr. - P.O. Box 44966 - Madison, WI 53744-4966 -
(608) 831-8181 - FAX (608) 831-4243MADISON - MILWAUKEE - ROCKFORD
BAKER NEWMAN & NOYESCERTIFIED PUBLIC ACCOUNTANTSINDEPENDENT AUDITORS'
REPORT

To the PartnersSouth Paris Heights Associates(A Maine Limited
Partnership)We have audited the accompanying balance sheets of South Paris
Heights Associates (A Maine Limited Partnership) as of December 31, 1997
and 1996, and the related statements of operations and changes in
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 and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of South Paris Heights
Associates (A Maine Limited Partnership) at December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
reports dated February 12, 1998 on our consideration of the internal
control over financial reporting of South Paris Heights Associates (A Maine
Limited Partnership) and our tests of its compliance with certain
provisions of laws and regulations.












To the Partners
South Paris Heights Associates
(A Maine Limited Partnership)
page 2

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The accompanying additional
information is presented solely for the use of the U.S. Department of
Agriculture - Rural Housing and Community Development and is not a required
part of the basic financial statements.  Part I of the Multiple Family
Housing Borrower Balance Sheet, Form FmHA 1930-8 and Column 2 (Actual),
Parts I, II and III of the Multiple Family Housing Project Budget, Form
FmHA 1930-7, have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.  We have not audited Parts IV, V, and VI, and
Columns 1 and 3 (Current Budget and Proposed Budget) of Parts I, II and III
of Form FmHA 1930-7, and, accordingly, express no opinion thereon.

February 12, 1998

Baker Newman & Noyes
Limited Liability Company

BENDER, WELTMAN THOMAS & CO
CERTIFIED PUBLIC ACCOUNTANTS
1067 NORTH MASON ROAD, SUITE 7
ST. LOUIS, MISSOURI 63141-6341
(314) 576-1350
FAX (314) 576-9650

William J. Bender
Joel W. Weltman
James E. Thomas
Gerald D. Magruder

INDEPENDENT AUDITORS' REPORT

To The Partners
Springfield Housing Associates, L.P.
Springfield, Illinois

We have audited the accompanying balance sheets of Springfield Housing
Associates, L.P., a (limited partnership), as of December 31, 1997 and
1996, 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards.  These 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 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 Springfield Housing
Associates, L.P., (a limited partnership), as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

BENDER, WELTMAN, THOMAS & CO., CPA'S

February 13, 1998



Members:
American Institute of Certified Public Accountants
Missouri Society of Certified Public Accountants
Thomas C. Cunningham, CPA PC
23 MOORE STREET
BRISTOL, VIRGINIA 24201
(540) 669-5531

INDEPENDENT AUDITOR'S REPORT

To the Partners,

Tappahannock Greens Limited Partnership

I have audited the accompanying balance sheet of Tappahannock Greens
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of operations, partner' equity and cash flows for the years
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 audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that I
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit also
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 audits provide a reasonable basis for my
opinion.

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

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. Such information has
been subjected to the audit procedures applied in the audits of the basic
financial statements and, in my 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, I have also issued a
report dated February 18, 1998 on my consideration of Tappahannock Green.
Limited Partnership's internal control and a report dated February 18, 1998
on its compliance with laws and regulations applicable to the financial
statements.


THOMAS C. CUNNINGHAM, CPA P.C.
February 18, 1998
SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
1230 AIRPORT ROADP.O. BOX 1177PANAMA CITY, FLORIDA 32402Phone:  (850) 785-
0261Fax:    (850) 785-2078

INDEPENDENT AUDITORS' REPORTTo the Partners
Village Oaks Apartments II, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Village Oaks Apartments,
II, Ltd., FmHA Project No: 09-061-0592884971, as of December 31, 1997 and
1996, 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 issued by the Comptroller General of the United
States.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Village Oaks Apartments
II, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted  accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information 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.

Panama City, Florida
January 29, 1998
Coopers & LybrandReport of Independent AccountantsTo the PartnersWilmington
Housing Redevelopment CompanyWe have audited the accompanying statements of
financial position of Wilmington Housing Redevelopment Company (A Limited
Partnership), as of December 31, 1997 and 1996, and the related statements
of operations and partners' capital (deficit), changes in 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 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 Wilmington Housing
Redevelopment Company as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our
report dated January 21, 1998 on our consideration of Wilmington Housing
Redevelopment Company's internal control structure and a report dated
January 21, 1998 on its compliance with laws and regulations..

Rochester, New York
January 21, 1998
LOUIS YOUNG C.P.A. INC.
2630 E. ASHLAN - FRESNO, CALIFORNIA 93726
(209) 224-5141

INDEPENDENT AUDITOR'S REPORT
The PartnersHacienda Villa AssociatesFirebaugh, California
We have audited the accompanying balance sheet of Hacienda Villa Associates
(A Limited Partnership) as of December 31, 1996, and the related statements
of operations, partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

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

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 14 and 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.

Louis Young CPA Inc.

Fresno, California
February 14, 1997
FLOYD & COMPANY
Certified Public Accountant

306 Commercial Drive, Suite 202 Post Office Box 14251 Savannah, Georgia
31406 Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT


To the General Partners of
Meadow Run Limited Partnership


We have audited the accompanying balance sheets of Meadow Run
Limited Partnership (a Georgia Limited Partnership) as of December
31, 1996 and the related statements of operations, partners equity
deficit) and cash flows for the year then ended.  These financial
statements
are the responsibility of the Partnership's management.  Our responsibility
is
to express an opinion on these financial statements based on our audits.

The financial statement information for the year ending December 31, 1995
was
audited by another independent certified public accountant who expressed an
unqualified opinion dated March 16, 1996.

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 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 Meadow Run Limited
Partnership
p a Georgia Limited Partnership,), as of December 31, 1996 and the results
of
its operations and its cash flows for the year then ended in conformity
with
generally accepted accounting principles.


Floyd & Company, CPA



February 28, 1997


Schonwit & Associates
Certified Public Accountant
575 Anton Boulevard, Suite 500
Costa Mesa, California 92626
(714) 437-1025   Fax (714) 957-1678

INDEPENDENT AUDITOR'S REPORT

To the Partners
Raitt Street Apartments, A California Limited Partnership

I have audited the accompanying balance sheet of Raitt Street Apartments, A
California Limited Partnership, as of December 31, 1996, and the related
statements of operations, partners' equity, and cash flows for the year
then
ended.  These financial statements are the responsibility of the
partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audit.  The financial statements of Raitt Street
Apartments, A California Limited Partnership, for the year ended December
31,
1995, as presented herein, were examined by another auditor whose report
dated
April 4, 1996, expressed an unqualified opinion on those statements.

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 accompanying financial statements referred to above
present
fairly, in all material respects, the financial position of Raitt Street
Apartments, A California Limited Partnership as of December 31, 1996, and
the
results of its operations, the changes in partners' equity, and cash flows
for
the year then ended in conformity with generally accepted accounting
principles.

My audit was made for the purpose of forming an opinion on the basic
financial
statements taken as a whole.  The supplemental information on page 6 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 my opinion, is fairly stated in all material respects in relation
to
the basic financial statements taken as a whole.


SCHONWIT & ASSOCIATES
February 14, 1997

McGLADREY & PULLEN, LLPCertified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORTTo the Partners
Westwood Square Limited Partnership
Greensboro, North Carolina

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

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Westwood Square
Limited Partnership's internal control and a report dated January 20, 1998
on its compliance with laws and regulations.

Greensboro, North Carolina
January 20, 1998



FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue    Post Office Box 14251
Savannah, Georgia 31406  Savannah, Georgia 31416
Phone: (912) 355-9969    Fax- (912) 355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Autumn Lane Limited Partnership

We have audited the accompanying balance sheets of Autumn Lane Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Autumn Lane Limited
Partnership (a Georgia 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.

Floyd & Company, CPA



February 28, 1999

Timothy Force, P.C.
Certified Public Accountant

1110 Fidler Lane, Suite 900
Silver Spring, Maryland 20910

Phone: 301/585-0348
Fax: 301/585-6349


INDEPENDENT AUDITOR'S REPORT

To the Partners
Chuckatuck Limited Partnership

I have audited the accompanying balance sheet of Chuckatuck Limited
Partnership, RHS Project No.: 54-074-541440875, as of December 31, 1998 and
the related statements of operations, partners' deficit and cash flows for
the year then ended.  These financial statements are the responsibility of
the partnership's management.  My responsibility is to express an opinion
on these financial statements based on my audit.  The financial statements
of Chuckatuck Limited Partnership as of December 31, 1997 were audited by
other auditor's whose report on these financial statements, dated January
23, 1998, included an explanatory paragraph describing conditions that
substantial doubt about the partnership's ability to continue as a going
concern (discussed in Note B to the financial statements).

I conducted my 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 I plan and
perform the audit to obtain reasonable assurances 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 make by management, as
well as evaluating the overall financial presentation.  I believe that my
audit provided 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 Chucatuck Limited
Partnership, RHS Project No.: 54-074-541440875, as of December 31, 1998,
and the results of its operations, the changes in partners' deficit and
cash flows for the years then ended, in conformity with generally accepted
accounting standards.

The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern.  As discussed in Note B, the
partnership is delinquent in funding reserves and paying their debts, which
raise substantial doubt about the partnership's ability to continue as a
going concern.  Management's plans in regard to this matter are also
described in Note B.  The financial statements do not include any
adjustment that might result from the outcome of this uncertainty.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued
reports dated March 1, 1999 on my consideration of Chuckatuck Limited
Partnership's internal control and its compliance with laws and regulations
applicable to the financial statements.


Timothy Force
Certified Public Accountant

Silver Spring, Maryland
March 1, 1999
FLOYD & COMPANY, CPA
Certified Public Accountants
411 Stephenson Avenue    Post Office Box 14251
Savannah, Georgia 31406  Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Ellaville Properties Limited Partnership

We have audited the accompanying balance sheets of Ellaville Properties
Limited Partnership (a Georgia 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
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 Ellaville Properties
Limited Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999

Byrd, Smalley,
Evans, Adams & Johnson, PC.
Stan A. Ivans, CrA
Telephone (256) 353-1611
Facsimile (256) 353-1578

Certified Public Accountants
237 )ohnston Street S.E.
Post Office Box 2179
Decatur, AL 35602-2179

Ray Johnsom CPA
John P. Adams, CPA
Lisa A. Nuss, CPA
Angie A. Harris, CPA
Taura S. Berry, CPA
Serry A. Burrmos, CPA

REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER FINANCIAL
REPORTING BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN
ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

We have audited the financial statements of Housing Investors Athens 11,
Ltd., as of and for the years ended December 31, 1998 and 1997 and have
issued our report thereon, February 15,199c, We conducted our audit in
accordance with generally accepted auditing standards and the standards
applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States.

Compliance
As part of obtaining reasonable assurance about whether Housing Investors
Athens 11, Ltd.' financial statements are free of material misstatement, we
performed tests of its compliance wit certain provisions of laws,
regulations, contracts and grants, noncompliance with which could have a
direct and material effect on the determination of financial statement
amounts. However providing an opinion on compliance with those provisions
was not an objective of our audit and accordingly, we do not express such
an opinion. The results of our tests disclosed no instances i noncompliance
that are required to be reported under Government Auditing Standards.

Internal Control Over Financial Reporting
In planning and performing our audit, we considered Housing Investors
Athens 11, Ltd.'s internal control over financial reporting in order to
determine our auditing procedures for the purpose of expressing our opinion
on the financial statements and not to provide assurance on the intern
control over financial reporting. Our consideration of the internal control
over financial reporting would not necessarily disclose all matters in the
internal control over financial reporting that might be material
weaknesses.  A material weakness is a condition in which the design or
operation of one or more of the internal control components does not reduce
to a relatively low level the risk that misstatements in amounts that would
be material in relation to the financial statements being audited may occur
and not be detected within a timely period by employees in the normal
course performing their assigned functions. We noted no matters involving
the internal control over financial reporting and its operation that we
consider to be material weaknesses.

This report is intended for the information of the audit committee,
management, the Farmers Home Administration and other state officials.
However, this report is a matter of public record and distribution is not
limited.

February 15, 1999
BERNARD E. REA, CPA
CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITOR'S REPORT

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

I have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of December 31, 1998 and 1997, and the
related statements of income, partners' equity, and cash flows for the
years 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 audits.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maidu Properties (A
California Limited Partnership) 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.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information for
the years ended December 31, 1998 and 1997, on pages 13 and 14, 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 audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Stockton, California
March 31, 1999

P.O. BOX 4632 - STOCKTON, CA 95204
TELEPHONE (209) 933-9113- FAX (209) 933-9115 - EMAIL BReaCPA@AOL.COM

FLOYD & COMPANY, CPA
Certified Public Accountants

411 Stephenson Avenue    Post Office Box 14251
Savannah, Georgia 31406  Savannah, Georgia 31416
Phone: (912) 355-9969    Fax: (912)355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Meadowbrook Properties II Limited Partnership

We have audited the accompanying balance sheets of Meadowbrook Properties
II Limited Partnership (a Georgia 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 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
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 Meadowbrook Properties
II Limited Partnership (a Georgia 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.


Floyd & Company, CPA

February 28, 1999Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Pedcor Investments - 1989 - X, L.P.
(An Indiana Limited Partnership)

We have audited the accompanying balance sheet of Pedcor Investments - 1989
- X, L.P. (an Indiana Limited Partnership) as of December 31, 1998, and the
related statements of profit and loss and changes in partners, equity
(deficit) and cash flows for the year then ended. These financial
statements are the responsibility of management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 Pedcor Investments -
1989 - X ' L.P. as of December 31, 1998, and the results of its operations
and 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 a
report dated January 22, 1999, on our consideration of the Partnership's
internal controls and a report dated January 22, 1999, on its compliance
with laws and regulations.

698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140

Pedcor Investments - 1989 - X, L.P. page Two

The accompanying supplementary information 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 financial
statements taken as a whole.

Carmel, Indiana
Dauby O'Connor & Zaleski, LLC
January 22, 1999
Certified Public Accountants

I
FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue Post Office Box 14251
Savannah, Georgia 31406  Savannah, Georgia 31416
Phone: (912) 355-9969 Fax: (912) 355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Rosewood Village Limited Partnership

We have audited the accompanying balance sheets of Rosewood Village Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and, perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Rosewood Village
Limited Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999
132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969



INDEPENDENT AUDITORS' REPORT


To the General Partners of
Autumn Lane Limited Partnership



We have audited the accompanying balance sheets of Autumn Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Autumn Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.






DANIEL G. DRANE
CERTIFIED PUBLIC ACCOUNTANT

Telephone (502)756-5704
FAX (502)756-5927
e-mail dgdepa@bbtel.com
209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143

INDEPENDENT AUDITORS REPORT

To the Partners
Butler Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Butler Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-016-
0611166123, as of December 31, 1997 and 1996, 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.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I 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.  I believe that my audits
provide a reasonable basis for my opinion.

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

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 14 and 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 audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


Daniel G. Drane
Certified Public Accountant
March 10, 1998

FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Ellaville Properties Limited Partnership

We have audited the accompanying balance sheets of Ellaville Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
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
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 Ellaville Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



Floyd & Company, CPA


February 28, 1998
DANIEL G. DRANIF,   Telephone
CERTIFIED PUBLIC ACCOUNTANT

209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143
(502)756-5704
FAX (502)756-5927
e-mail dgdcpa@bbtel.com

INDEPENDENT AUDITORS REPORT

To the Partners
Hart Properties, Limited
Leitchfield, Kentucky


I have audited the accompanying balance sheets of Hart Properties, Limited
(a Kentucky Limited partnership), RHS Project No.: 20-050-611135226, as of
December 31, 1997 and 1996, and the related statements of operations,
partners' capital/deficit, and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's
management.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I 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.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hart Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital/deficit and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

My 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 and 14 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 my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


Daniel G. Drane
Certified Public Accountant
March 10, 1998

Byrd, Smalley,
Evans, Adams & Johnson, P.C.CERTIFIED PUBLIC ACCOUNTANTS
TELEPHONE (205) 353-1611
FAX (205) 353-1578

237 Johnston Street S.E.
Post Office Box 2179,
Decatur, AL 35602-2179Independent Auditor's ReportTo the PartnersHousing
Investors, Athens II, LTD.Decatur, AlabamaWe have audited the accompanying
balance sheet of Housing Investors Athens II, Ltd. (a partnership) as of
December 31, 1997 and 1996, and the related statements of operations,
partners' capital, and cash flows for the year then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from 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 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 Housing investors
Athens -II, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

February 25, 1998
BURKE & REA

EDWARD T. BURKE, C.P.A.
BERNARD E. REA, C.P.A.

INDEPENDENT AUDITORS' REPORT

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of December 31, 1997 and 1996, and the
related statements of income, 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 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 Maidu Properties (A
California Limited Partnership) as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information for
the years ended December 31, 1997 and 1996, on pages 13 and 14, 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 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.

Stockton, California
March 20, 1998

P.O. BOX 4632                                      STOCKTON, CA 95204

TELEPHONE 209/933-9113 FAX 209/933-9115

FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Meadowbrook Properties II Limited Partnership

We have audited the accompanying balance sheets of Meadowbrook Properties
II Limited Partnership (a Georgia Limited Partnership) as of December 31,
1997 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
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 Meadowbrook Properties
II Limited Partnership (a Georgia Limited Partnership) as of December 31,
1997 and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1998









DANIEL G. DRANE
CERTIFIED PUBLIC ACCOUNTANT

209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143


INEPENDENT AUDITORS REPORT

To the Partners
Morgantown Properties, Limited
Leitchfield, Kentucky

Telephone (502)756-5704
FAX (502)756-5927
e-mail dgdcpa@bbtcl-com

I have audited the accompanying balance sheets of Morgantown Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-016-
0611149787, as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital/deficit, and cash flows for the years then
ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I 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.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Morgantown Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital/deficit and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 14 and 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 audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

Daniel G. Drane
Certified Public Accountant
March 10, 1998
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of

Pedcor Investments - 1989 - X, L.P.
(An Indiana Limited Partnership)

We have audited the accompanying balance sheet of Pedcor Investments - 1989
- X, L.P. (an Indiana Limited Partnership) as of December 31, 1997, and the
related statements of profit and loss and changes in partners, equity
(deficit) and cash flows for the year then ended.  These financial
statements are the responsibility of management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 Pedcor Investments -
1989 - X, L.P. as of December 31, 1997, and the results of its operations
and 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 a
report dated January 23, 1998, on our consideration of the Partnership's
internal controls and a report dated January 23, 1998, on its compliance
with laws and regulations.

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



Indianapolis, Indiana
January 23, 1998
Dauby O'Connor & Zaleski, LLC
Certified Public Accountants




FLOYD & COMPANY
Certified Public Accountant



132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Rosewood Village Limited Partnership

We have audited the accompanying balance sheets of Rosewood Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Rosewood Village
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1998



KOSTIN, RUFFKESS & COMPANY, LLCCERTIFIED PUBLIC ACCOUNTANTS
To the partners
South Farm Limited Partnership
RIHMFC #HIP-023
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of South Farm Limited
Partnership, as of March 31, 1998, and the related statements of income and
expense, changes in partners' capital and cash flows for the year then
ended.  These financial statements are the responsibility of the Project's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of South Farm Limited
Partnership at March 31, 1998, and the results of its operations and cash
flows for the year then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing
and Urban Development, we have also issued a report dated April 30, 1998,
on our consideration of South Farm Limited Partnership's internal control
and reports dated April 30, 1998, on its compliance with laws and
regulations, specific requirements applicable to major HUD programs and
specific requirements applicable to Fair Housing and Nondiscrimination.


South Farm Limited Partnership
Page Two

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplementary information contained in
Schedules 1 through 24 is presented for the purpose of additional analysis
and is not a required part of the financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of the
financial statements and, in our opinion, the supplementary information is
fairly presented in all material respects in relation to the basic
financial statements taken as a whole.


West Hartford, Connecticut
April 30, 1998


345 North Main Street
West Hartford, CT 06117-2521

(860) 236-1975
Toll Free: (800) 286-5726
FAX: (860) 236-1783


260 U.S. Route #1
Bank Building
New London, CT 06320-0166

Members of the Firm:
Jerrold M. Gold, CPA
Lawrence Marziale, CPA
Joseph W. Sparveri, Jr., CPA
Peter K. Askham, CPA
Richard V. Kretz, CPA
Edmund S. Kindelan, CPA
Michael T. Novosel, CPA
John S. Pavlik, CPA
Kimberly O. Nordone, CPA
Daniel Donofrio, CPA

FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Autumn Lane Limited Partnership

We have audited the accompanying balance sheets of Autumn Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
related statements of operations, partners equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of
the Partnerships management. Our responsibility is to express an opinion on
these financial statements based on our audits.

The financial statement information for the year ending December 31, 1995
was
audited by another independent certified public accountant who expressed
and
unqualified opinion dated March 16, 1996.

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 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 Autumn Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997





FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partner; of
Ellaville Properties Limited Partnership

We have audited the accompanying balance sheets of Ellaville Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996
and the related statements of operations, partners, equity (deficit) and
cash
flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

The financial statement information for the year ending December 31, 1995
was
audited by another independent certified public accountant who expressed
and
unqualified opinion dated March 16, 1996.

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 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 Ellaville Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996
and the results of its operations and its cash flows for the year then
ended
in conformity with generally accepted accounting principles.

Flood & Company, CPA


February 28, 1997
McGLADREY & PULLEN,LLP
Certified Public Accountants and Consultants


FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Meadowbrook Properties II Limited Partnership

We have audited the accompanying balance sheets of Meadowbrook Properties
II
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996
and the related statements of operations, partners, equity (deficit) and
cash
flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

The financial statement information for the year ending December 31, 1995
was
audited by another independent certified public accountant who expressed
and
unqualified opinion dated March 16, 1996.

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 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 Meadowbrook Properties II
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996
and the results of its operations and its cash flows for the year then
ended
in conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997



Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Partners
Pedcor Investments 1989-X, L.P.

We have audited the accompanying balance sheets of Pedcor Investments 1989-
X,
L.P. as of December 31, 1996 and 1995, and the related statements of loss,
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 Pedcor Investments 1989-X,
L.P. as of December 31, 1996 and 1995, and the results of its operations
and
its cash flows for the years then ended in conformity with generally
accepted
accounting principles.

The accompanying information is presented for additional analysis and is
not a
required part of the basic financial statements.  Such Information has been
subjected to the same 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.




Indianapolis, Indiana           Dauby O'Connor & Zaleski, LLC
January 17, 1997                Certified Public Accountants



8395 Keystone Crossing, Suite 203   Indianapolis, Indiana 46240
317-259-6857     Fax: 317-259-6861



FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Rosewood Village Limited Partnership

We have audited the accompanying balance sheets of Rosewood
Village Limited Partnership (a Georgia Limited Partnership) as of December
31, 1996 and the related statements of operations, partners' equity
(deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

The financial statement information for the year ending December 31, 1995
was audited by another independent certified public accountant who
expressed and unqualified opinion dated March 16, 1996.

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 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 Rosewood Village
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


Floyd  Company, CPA
February 28, 1997
KOSTIN, RUFFKESS & COMPANY, LLC
CERTIFIED PUBLIC ACCOUNTANTS

345 North Main Street
West Hartford, CT 06117-2521
(860) 236-1975
Toll Free:  (800) 286-5726
FAX: (860) 236-1783

260  U.S. Route #1
Bank Building
New London, CT 06320-2608
(860) 447-1235
FAX: (860) 442-0166
To The PartnersSouth Farm Limited PartnershipRIHMFC #HIP-023
INDEPENDENT AUDITORS'REPORT
We have audited the accompanying balance sheet of South Farm Limited
Partnership, as of March 31, 1997, and the related statements of income and
expense, changes in partners' capital and cash flows for the year then
ended.  These financial statements are the responsibility of the Project's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with 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 South Farm Limited
Partnership at March 31, 1997, and the results of its operations and cash
flows for the year then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HLTD Programs, issued by the U.S. Department of Housing
and Urban Development we have also issued a report dated May 9, 1997 on our
consideration of South Farm Limited Partnership's internal control
structure and a report dated May 9, 1997 on its compliance with laws and
regulations.
McGLADREY&PULLEN, LLP    RSM
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
Academy Hill Limited Partnership
Winston-Salem, North Carolina

We have audited the accompanying balance sheets of Academy Hill Limited
Partnership as of December 31, 1998 and 1997, 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 and the standards applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Academy Hill Limited
Partnership 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 a
report dated January 21, 1999 on our consideration of Academy Hill Limited
Partnership's internal control over financial reporting and on our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

Greensboro, North Carolina
January 21, 1999

I

GWEN WARD, P.C.
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH. TEXAS 76107
(817) 336-5880
MEMBER
AMERICAN INSTITUTE OF    MEMBER
CERTIFIED PUBLIC ACCOUNTANTS  TEXAS SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditor's Report

To the Partners of
Aspen Square, L.P.
Tazewell, Virginia

I have audited the accompanying balance sheets of Aspen Square, L. P. 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. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits 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 audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Aspen Square, L.P., as
of December 31, 1998 and 1997, and the results of its operations, changes
in partners' equity (deficit) and cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
1-17 is presented f or 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 my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

Fort Worth, Texas
March 26, 1999

McGEE & ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditors' Report

To the Partners Buckeye Senior, Ltd. and Rural Development

We have audited the accompanying balance sheets of Buckeye Senior, Ltd. (a
limited partnership) 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 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 Buckeye Senior, Ltd. as
of December 31, 1998 and 1997, and the results of its operations and the
changes in partners' equity (deficit) and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 9, 1999, on our consideration of Buckeye Senior,
Ltd.'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
financial statements taken as a whole. The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Buckeye Senior, Ltd.
Such information has been subjected to the auditing procedures applied in
the audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.



January 9, 1999
Farmington, New Mexico

1

GWEN WARD, P.C.
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH. TEXAS 76107
(817) 336-5880
MEMBER
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

To the Partners of
Copper Creek, L.P.

I have audited the accompanying balance sheets of Copper Creek, L.P. 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. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Copper Creek, L.P. as
of December 31, 1998 and 1997, and the results of its operations, changes
in partners' equity (deficit) and cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
1-17 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

Fort Worth, Texas
March 26, 1999

1-3

Clifton
Gunderson L.L.C.
Certified Public Accountants & Consultants

Independent Auditor's Report

To the Partners
Coronado Housing Limited Partnership

We have audited the accompanying balance sheets of Coronado Housing Limited
Partnership as of December 31, 1998 and 1997 and the related statements of
operations, partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Coronado Housing
Limited Partnership as of December 31, 1998 and 1997 and the results of
their operations and their 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 accompanying supplemental
information 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 presented fairly, in all
material respects, in relation to the basic financial statements taken as a
whole.


Tucson, Arizona
February 26, 1999


KAY L. BOWEN& ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANT, P.C.
Phone (801) 627-0825 - FAX (801) 627-0829
3710 QUINCY AVENUE
KAY L BOWEN, CPA    OGDEN, UTAH 84403   MEMBER OF
THE AMERICAN INSTITUTE OF
SHARI B. JOHNSON, CPA
JAMES L HAWKINS
SCOTT L. BOWEN
MICHAEL S. JACHIM
INDEPENDENT AUDITOR'S REPORT

To the Partners
Franklin School Associates
Franklin School Apartments
Great Falls, Montana

We have audited the accompanying balance sheet of Franklin School
Associates, as of December 31, 1998 and 1997, and the related statements of
income and cash flows and change in partners, equity for the years then
ended. These financial statements axe the responsibility of Franklin School
Associates' 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 General 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 reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Franklin school
Apartments, as of December 31, 1998 and 1997, and the results of its
operations, change in partners' equity, and 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 supporting included in the
report (shown on  pages 12 to 13) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements of Franklin school Associates. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial taken as a whole.

In accordance with Government Auditing Standards, we have also issued a
report dated March 6, 1999, on our consideration of Franklin School
internal controls and a report dated March 6, 1999, on its compliance with
laws and regulations.

Ogden, Utah March 6, 1999

L. Bowen, CPA, President
Federal I.D. #87-0448933
James L. Caughren

Certified Public Accountant   RO. Box 36014
Albuquerque, NM 87176

Report of Independent Certified Public Accountants

To the Partners
Hilltop Apartments Limited Partnership

We have audited the balance sheet of Hilltop Apartments Limited Partnership
(a New Mexico limited partnership) as of December 31, 1998 and 1997, and
the related statements of operations, partners' capital, and cash flows for
the years then ended. All information included in these financial
statements is the responsibility of the Company's management. Our
responsibility is to express an opinion on the 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, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hilltop Apartments
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations and 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
reports dated March 3, 1999 on our consideration of Hilltop Apartments
Limited Partnership internal control and on its compliance with laws and
regulations.
McCartney & Company, P.C.
Certified Public Accountants

2121 University Park Drive, Suite 150
Okernos, Michigan 48864
Telephone (5 17) 347-5000
Fax (5 17) 347-5007
March 3, 1999

Partners
Ivan Woods Limited Partnership
Okemos, Michigan

Independent Auditor's Report

We have audited the accompanying balance sheets of Ivan Woods Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
revenue, expenses and 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 Ivan Woods Limited
Partnership as of December 31, 1998 and 1997, 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 schedules of renting,
administrative, operating, maintenance, taxes and insurance expenses on
page 9 are presented for the purpose of additional analysis and are 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.
MUELLER, WALLA & ALBERTSON, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
10714 MANCHESTER ROAD
SUITE 202
KIRKWOOD, MISSOURI 63122

(314) 822-657S

INDEPENDENT AUDITORS'REPORT

The Partners
Licking Associates 11, L.P.
Licking, Missouri

We have audited the accompanying balance sheets of Licking Associates 11,
L.P. (a limited partnership) as of December 31, 1998 and 1997, 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 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 Licking Associates II,
L.P. as of December 31, 1998 and 1997, and the results of its operations,
changes in partners' capital 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
included on page 13 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.



Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 15, 1999

MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

BL00M, GETTIS, HABIB, SILVER & TERRONE, P.A.

CERTIFIED PUBLIC ACCOUNTANTS
SUITE 1450
2601 SOUTH SAYSHORE DRIVE

MIAMI, FLORIDA 3l33-9893
TELEPHONE (305) 8S8-62f I

FACSIMILE (305) 858-9696

BURT R. BLOOM, C.P.A., C.V.A.
LAWRENCE W. GETTIS, C.P.A.
STEVEN M. HABIB, C.P.A.
MICHAEL A. SILVER, C.P.A.
ROGER J. TERRONE, C.P.A.

CURT A. ROSNER, C.P.A.

To the Partners London Arms/Lyn Mar Limited Partnership
Boston, Massachusetts

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying Balance Sheets of London Arms/Lyn Mar,
Ltd. (a Florida Limited Partnership), as of December 31, 1998 and 1997, and
the related Statements of Operations, Partners' Equity (Deficiency) and
Cash Flows for the years then ended. These financial statements are the
responsibility of the management of London Arms/Lyn Mar Limited
Partnership. 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 London Arms/Lyn Mar
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations, the changes in partners' deficit and cash flows for the
years then ended in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information 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.



January 18, 1999

BERNARD E. REA, CPA
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

I have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of December 31, 1998 and 1997, and the
related statements of income, partners' equity, and cash flows for the
years 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 audits.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maidu Properties (A
California Limited Partnership) 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.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information for
the years ended December 31, 1998 and 1997, on pages 13 and 14, 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 audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Stockton, California
March 31, 1999

- 1 -

P.O. BOX 4632 - STOCKTON, CA 95204 - TELEPHONE (209) 933-9113 - FAX (209)
933-9115 - EMAIL BReaCPAna_AOL.COM
FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31406
Phone: (912) 355-9969
Fax: (912) 355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Manning Properties Limited Partnership

We have audited the accompanying balance sheets of Manning Properties
Limited Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and, perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Manning Properties
Limited Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999


EideBailly,LLP
Consultants - Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT

The Partners
RPI Limited Partnership #18
St. Paul, Minnesota

We have audited the accompanying balance sheets of RPI Limited Partnership
#18, RHS Project Number: 1818-411649005, as of December 31, 1998 and 1997,
and the related statements of operations, partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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 RPI Limited Partnership
#18 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 a
report dated February 2, 1999 on our consideration of RPI Limited
Partnership #18's internal control and a report dated February 2, 1999 on
its compliance with laws and regulations.

Fargo, North Dakota
February 2, 1999

406 Main Avenue - Suite 3000 * PO Box 2545 * Fargo, North Dakota 58108-2545
- 701.239.8500 - Fax 701.239.8600
Offices in Arizona, Iowa, Minnesota, Montana, North Dakota and South Dakota
- Equal Opportunity Employer
     GWEN WARD, P.C.
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH. TEXAS 76107
(817) 336-5880

Independent Auditor's Report

To the Partners of
Sierra Springs, L.P.

I have audited the accompanying balance sheets of Sierra Springs, L.P. as
of December 31, 1998 and 1997, 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. MY
responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits 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 audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sierra Springs, L.P. as
of December 31, 1998 and 1997, and the results of its operations, changes
in partners' capital and cash flows for the years then ended in conformity
with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on
pages 1-17 and 1-18 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 audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

Fort Worth, Texas
March 26, 1999

1-3

Thompson, Derrig, Slovacek & Craiq, P.C.


INDEPENDENT AUDITORS' REPORT

March 5, 1999

To the Partners
South Fork Heights Limited Partnership

We have audited the accompanying balance sheets of South Fork Heights
Limited Partnership (a Colorado limited partnership), 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 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 South Fork Heights
Limited Partnership as of December 31, 1998 and 1997 and the results of its
operations and its cash flows for the years then ended conformity with
generally accepted accounting principles. .

4
In accordance with Government Auditing Standards we have also issued our
report dated March 5, 1999 on our consideration of South Fork Heights
Limited -Partnership's internal control over financial reporting and our
tests of its compliance with certain provisions of laws, regulations,
contracts, and grants.

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 26 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The supplementary
information presented in the Year End Report/Analysis (USDA Form RD 1930-8)
and Para I through III of the Project Budget (USDA Form RD 1930-7) for year
ended December 31, 1998, is presented for purposes of complying with the
requirements of the United States Department of Agriculture and is also 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.



THOMPSON, DERRIG, SLOVACEK  & CRAIG, P.C.
Certified Public Accountants

5
SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
PANAMA CITY, FLORIDA 32402
Phone: (850) 785-0261
Fax: (850) 785-2078
INDEPENDENT AUDITORS' REPORT

To the Partners
Wildridge Apartments, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Wildridge Apartments,
Ltd., FmHA Project No: 11-51-592863964, as of December 31, 1998 and 1997,
and the related statements of operations, partners' deficit and cash flows
for the years then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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 Wildridge Apartments,
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.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information 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.



Panama City, Florida
February 4, 1999
INDEPENDENT AUDITOR'S REPORT

To the Partners
Academy Hill Limited Partnership
Greensboro, North Carolina

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

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 20, 1998 on our consideration of Academy Hill Limited
Partnership's internal control and a report dated January 20, 1998 on its
compliance with laws and regulations.


Greensboro, North Carolina
January 20, 1998
GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants

Independent Auditor's Report

To the Partners of Aspen Square, L.P. Tazewell, Virginia

I have audited the accompanying balance sheets of Aspen Square, L.P., as of
December 31, 1997 and 1996, 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.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits 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 audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Aspen Square, L.P., as of
December 31, 1997 and 1996, and the results of its operations, changes in
partners, equity (deficit) and cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page I-17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Fort Worth, Texas
March 28, 1998



I-3
McGEE & Associates, P.C.CERTIFIED PUBLIC ACCOUNTANTSIndependent Auditors'
ReportTo the PartnersBuckeye Senior, Ltd.and Rural Development


We have audited the accompanying balance sheets of Buckeye Senior, Ltd. (a
limited partnership) as of December 31, 1997 and 1996, 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 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 Buckeye Senior, Ltd. as
of December 31, 1997 and 1996, and the results of its operations and the
changes in partners' equity (deficit) and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1998, on our consideration of Buckeye Senior,
Ltd.'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
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Buckeye Senior, Ltd.
Such information has been subjected to the auditing procedures applied in
the audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.



January 16, 1998
Farmington, New Mexico
GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants


To the Partners of
Copper Creek, L.P.

Independent Auditor's Report

I have audited the accompanying balance sheets of Copper Creek, L.P. as of
December 31, 1997 and 1996, 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.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards.  Those standards require that I 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.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of-Copper Creek, L.P. as
of December 31, 1997 and 1996, and the results of its operations, changes
in partners' equity (deficit) and cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page I-17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements as a whole.


Fort Worth, Texas
March 27, 1998
Clifton
Gunderson L.L.C.
Certified Public Accountants & Consultants


Independent Auditor's Report

To the Partners
Coronado Housing Limited Partnership

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

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Coronado Housing
Limited Partnership as of December 31, 1997 and 1996 and the results of its
Federations 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 accompanying supplemental
information is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  The accompanying
supplemental information for the years ended December 31, 1997 and 1996 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.

Tucson, Arizona
February 25, 1998










James L. Caughren
Certified Public Accountant
P.O. Box 36014
Albuquerque, NM 87176

Report of Independent Certified Public Accountants


To the Partners
Hilltop Apartments Limited Partnership

We have audited the balance sheet of Hilltop Apartments Limited Partnership
(a New Mexico limited partnership) as of December 31, 1997 and 1996, and
the related statements of operations, partners' capital, and cash flows for
the years then ended.  All information included in these financial
statements is the responsibility of the Company's management.  Our
responsibility is to express an opinion on the 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, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits 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 Hilltop Apartments
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations and 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
reports dated March 7, 1998 on our consideration of Hilltop Apartments
Limited Partnership internal control and on its compliance with laws and
regulations.



March 7, 1998











MUELLER, WALLA & ALBERTSON, P.C.
Certified Public Accountants
10714 Manchester Road,
Suite 202,
Kirkwood, Missouri 63122
(314) 822-6575


INDEPENDENT AUDITORS'REPORT

The Partners
Licking Associates II, L.P.
Licking, Missouri

We have audited the accompanying balance sheets of Licking Associates II,
L.P. (a limited partnership) as of December 31, 1997 and 1996, 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
response 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 Licking Associates II,
L.P. as of December 31, 1997 and 1996, and the results of its operations,
changes in partners' capital 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
included on page 13 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.

Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 15, 1998

MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS



BLOOM, GETTIS, HAEBIB, SILVER & TERRONE, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
SUITE 1450
2601 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA 33133-9893
TELLEPHONE (305) 858-6211
FACSIMILE (305) 858-9696

BURT R. BLOOM, C.P.A., C.V.A.
LAWRENCE W. GETTIS, C.P.A.
STEVEN M. HABIB, C.P.A.
MICHAEL A. SILVER, C.P.A.
ROGER J. TERRONE, C.P.A.
CURT A. ROSNER, C.P.A.

MEMBERS
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS

FLORIDA INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS


To the PartnersLondon Arms/Lyn Mar Limited Partnership
Boston, Massachusetts


INDEPENDENT AUDITORS' REPORT

We have audited the accompanying Balance Sheets of London Arms/Lyn Mar,
Ltd. (a Florida Limited Partnership), as- of December 31, 1997 and 1996,
and the related Statements of Operations, Partners, Deficit and Cash Flows
for the years then ended.  These financial statements are the
responsibility of the management of London Arms/Lyn Mar Limited
Partnership.  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 London Arms/Lyn Mar
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations, the changes in partners, equity and cash flows for the
years then ended in conformity with generally accepted accounting
principles.


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

January 23, 1998













































BURKE & REAEDWARD T. BURKE, C.P.A.BERNARD E. REA, C.P.A.
CERTIFIED PUBLIC ACCOUNTAN7S
INDEPENDENT AUDITORS' REPORT

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

We have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of December 31, 1997 and 1996, and the
related statements of income, 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 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 Maidu Properties (A
California Limited Partnership) as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information for
the years ended December 31, 1997 and 1996, on pages 13 and 14, 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 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.

Stockton, California
March 20, 1998
FLOYD & COMPANY
Certified Public Accountant



132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Manning Properties Limited Partnership

We have audited the accompanying balance sheets of Manning Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Manning Properties
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



Floyd & Company, CPA
February 28, 1998

Charles Bailly & Company L.L.P.
Certified Public Accountants - Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
RPI Limited Partnership #18
St. Paul, Minnesota

We have audited the accompanying balance sheets of RPI Limited Partnership
#18, RHS Project Number: 18-18-411649005, as of December 31, 1997 and 1996,
and the related statements of operations, partners, equity, and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the 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 RPI Limited Partnership
#18 as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 3, 1998 on our consideration of RPI Limited
Partnership #18's internal control and a report dated February 3, 1998 on
its compliance with laws and regulations.


Fargo, North Dakota
February 3, 1998












GWEN WARD, P.C.
Certified Public Accountant
609 University Drive
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Public Accountants
Member Texas Society of Certified Accountants

To the Partners of
Sierra Springs, L.P.

Independent Auditor's Report

I have audited the accompanying balance sheets of Sierra Springs, L.P. as
of December 31, 1997 and 1996, 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.  My
responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits 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 audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sierra Springs, L.P. as
of December 31, 1997 and 1996, and the results of its operations, changes
in partners' capital and cash flows for the years then ended in conformity
with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages I-17 and I-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 audit of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



Fort Worth, Texas
March 28, 1998



I-3


Thompson, Derriq, Slovacek & Craig, P.C.
A Professional Corporation of Certified Public Accountants

4500 Carter Creek Parkway, Suite 201
Bryan, Texas 77802-4456
(409) 260-9696  Fax (409) 260-9683

INDEPENDENT AUDITORS'REPORT

March 6, 1998

To the Partners
South Fork Heights Limited Partnership

We have audited the accompanying balance sheets of South Fork Heights
Limited Partnership (a Colorado limited partnership), as of December 31,
1997 and 1996 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 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 South Fork Heights
Limited Partnerships as of December 31, 1997 and 1996 and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 15 through 29 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  The supplementary
information presented in the Year End Report/Analysis (USDA Form RD 1930-8)
and Parts I through III of the Project Budget (USDAFormRD1930-7) for year
ended December 3l, 1997, is presented for purposes of complying with the
requirements of the United States Department of Agriculture and is also 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.

THOMPSON, DERRIG, SLOVACEK & CRAIG, P.C.
Certified Public Accountants

SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
P.O. BOX 1177
PANAMA CITY, FLORDDA 32402
Phone:  (850) 785-0261
Fax:    (850) 785-2078

INDEPENDENT AUDITORS' REPORT

To the Partners
Wildridge Apartments, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Wildridge Apartments,
Ltd., Project No: ll:-51-592863964, as of December 31, 1997 and 1996, and
the related statements of operations, partners, deficit and cash flows for
the years then ended.  These financial statements are the responsibility of
the partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the 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 Wildridge Apartments,
Ltd., as of December 31, 1997,and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information 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.

Panama City, Florida
February 6, 1998






FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Post Office Box 14251
Savannah, Georgia 31416
Phone:(912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Manning Properties Limited Partnership


We have audited the accompanying balance sheets of Manning
Properties Limited Partnership (a Georgia Limited Partnership) as
of December 31, 1996 and the related statements of operations,
partners equity (deficit) and cash flows for the year then ended.
These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

The financial statement information for the year ending December
31, 1995 was audited by another independent certified public
accountant who expressed and unqualified opinion dated March 16,
1996.

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 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
Manning Properties Limited Partnership (a Georgia Limited
Partnership) as of December 31, 1996 and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997

Fraley, Miller & Company
Certified Public Accountants

374 Main Street     Partners:
West Liberty, Kentucky 41472
Telephone (606) 743-7420
Fax (606) 743-7444

INDEPENDENT AUDITORS' REPORT

To the Partners of
Briarwick Apartments, Ltd.

We have audited the accompanying balance sheets of Briarwick Apartments,
Ltd. (a Kentucky limited partnership) as of December 3 1, 1998, 1997, and
1996, and the related statements of results of operations, changes in
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Briarwick Apartments,
Ltd. as of December 31, 1998, 1997, and 1996, and the results of its
operations, changes in partners' capital and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 10, 1999, on our consideration of Briarwick
Apartments, Ltd.'s internal control over financial reporting and tests of
its compliance with certain provisions of laws and regulations.

Branch Office Located at 374 Main Street, West Liberty, Kentucky 41472
Telephone (606) 743-7420 Fax (606) 743-7444
FLOYD & COMPANY, CPA
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31416
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Bowman Village Limited Partnership

We have audited the accompanying balance sheets of Bowman Village Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Bowman Village Limited
Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999

Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Bucksport Park Associates
(A Maine Limited Partnership)

We have audited the accompanying balance sheet of Bucksport Park Associates
(a Maine Limited Partnership) as of December 31, 1998, and the related
statements of operations, changes in 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. The
1997 financial statements were audited by other auditors whose report dated
January 21, 1998, expressed an unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, on our consideration of the Partnership's
internal controls and a report dated March 5, 1999, on its compliance with
laws and regulations.

Bucksport Park Associates
Page Two

The accompanying supplementary information 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 financial
statements taken as a whole.



March 5, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants
698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140

2

GWEN WARD, P.C.
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH. TEXAS 76107
(817) 336-5880
MEMBER
AMERICAN INSTITUTE OF TEXAS SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS  CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

To the Partners of Cananche Creek, L.P.

I have audited the accompanying balance sheets of Cananche Creek, L.P., 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. My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits 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 Cananche Creek, L.P.,
as of December 31, 1998 and 1997, and the results of its operations,
changes in partners' equity (deficit) and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
1-17 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

Fort Worth, Texas
March 26, 1999

1-3



Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Clymer House Associates
(A Pennsylvania Limited Partnership)

We have audited the accompanying balance sheet of Clymer House Associates
(a Pennsylvania Limited Partnership) as of December 31, 1998, and the
related statements of operations, changes in 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. The
1997 financial statements were audited by other auditors whose report dated
January 22, 1998, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Clymer House Associates
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.

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, on our consideration of the Partnership's
internal controls and a report dated March 5, 1999, on its compliance with
laws and regulations.

Clymer House Associates
Page Two

The accompanying supplementary information 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 financial
statements taken as a whole.


March 5, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants
698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140

2

Dauby O'Connor & Zaleski
     A Limited Liability Company
          Certified Public Accountants

Independent Auditors' Report

To the Partners of
Cornish Park Associates
(A Maine Limited Partnership)


We have audited the accompanying balance sheet of Cornish Park Associates
(a Maine Limited Partnership) as of December 31, 1998, and the related
statements of operations, changes in 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. The
1997 financial statements were audited by other auditors whose report dated
January 15, 1998, expressed an unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, on our consideration of the Partnership's
internal controls and a report dated March 5, 1999, on its compliance with
laws and regulations.

Cornish Park Associates
Page Two

The accompanying supplementary information 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 financial
statements taken as a whole.




March 5, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public    Accountants

I

2

HOLDEN, MOSS, KNOTT, CLARK & TAYLOR, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT

To the Partners
Hunters Park Limited Partnership

We have audited the accompanying balance sheets of Hunters Park Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations, partners' equity, and cash flows for the years then ended.
These financial statements are the responsibility of Hunters Park Limited
Partnership 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 applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hunters Park Limited
Partnership 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 January 26, 1999 on our consideration of Hunters Park Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on
page 11, 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 presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

Certified Public Accountants
Henderson, North Carolina
January 26, 1999

803 S. GARNETT STREET 0 P.O. BOX 177 o HENDERSON, NORTH CAROLINA 27536 o
(252)492-3041
118 MAIN STREET 0 P.O. BOX 8 1 7 o OXFORD, NORTH CAROLINA 27565 9
(919)693-5960
426 KINGS HIGHWAY WEST 0 P.O. BOX 1147 * EDEN, NORTH CAROLINA 27288 *
(336)627-5111
527 W. RIDGEWAY STREET 0 P.O. BOX 671 0 WARRENTON, NORTH CAROLINA 27589 0
(252)257-2622
6512 SIX FORKS ROAD 0 P.O~ BOX 99197 0 RALEIGH, NORTH CAROLINA 27624-9187 o
(919)846-9399McCartney & Company, P.C.
Certified Public Accountants
Jarries 171. mccariney. CP.-\
2121 University Park Drive, Suite 150
Okernos, Michigan 48864
Telephone (5 17) 347-5WO
Fax (3 17) 347-5007

March 3, 1999

Partners
Ivan Woods Limited Partnership
Okemos, Michigan

Independent Auditor's Report

We have audited the accompanying balance sheets of Ivan Woods Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
revenue, expenses and 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 Ivan Woods Limited
Partnership as of December 31, 1998 and 1997, 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 schedules of renting,
administrative, operating, maintenance, taxes and insurance expenses on
page 9 are presented for the purpose of additional analysis and are 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.


SMITH, MILES & COMPANY, L.C.  1230 AIRPORT ROAD
CERTIFIED PUBLIC ACCOUNTANTS  P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone: (850) 785-0261
Fax: (850) 785-2078
INDEPENDENT AUDITORS' REPORT

To the Partners
Lakeridge Apartments of Eufaula, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Lakeridge Apartments of
Eufaula, Ltd., FmHA Project No: 01-0030592933800, as of December 31, 1998
and 1997, and the related statements of operations, partners' deficit and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership, s management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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 Lakeridge Apartments of
Eufaula, 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.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information 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.


Panama City, Florida. February 5, 1999

FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31406
Phone: (912) 355-9969
Fax: (912) 355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Laurel Village Limited Partnership

We have audited the accompanying balance sheets of Laurel Village Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Laurel Village Limited
Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999

McGEE & AsSOCIATES, P.C.
CERTiFIED PUBLIC ACCOUNTANTS

Independent Auditors' Report

To the Partners Los Caballos 11, Ltd.
and Rural Development

We have audited the accompanying balance sheets of Los Caballos 11, Ltd. (a
limited partnership) as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the 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 Los Caballos 11, Ltd.
as of December 31, 1998 and 1997, and the results of its operations and the
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 16, 1999, on our consideration of Los Caballos 11,
Ltd.'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
financial statements taken as a whole, The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Los Caballos 11, Ltd.
Such information has been subjected to the auditing procedures applied in
the audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.



January 16, 1999
Farmington, New Mexico

1



Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Nanty Glo House Associates
(A Pennsylvania Limited Partnership)

We have audited the accompanying balance sheet of Nanty Glo House
Associates (a Pennsylvania Limited Partnership) as of December 31, 1998,
and the related statements of operations, changes in 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. The 1997 financial statements were audited by other auditors
whose report dated January 18, 1998, expressed an unqualified opinion on
those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nanty Glo House
Associates 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.

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, on our consideration of the Partnership's
internal controls and a report dated March 5, 1999, on our consideration of
the Partnership's internal controls and a report dated March 5, 1999, on
its compliance with laws and regulations.


Nanty Glo House Associates
Page Two

The accompanying supplementary information 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 financial
statements taken as a whole.


March 5, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants

I

2

BERNARD E. REA, CPA
CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITOR'S REPORT

To the Partners
Nye County Associates
(A California Limited Partnership)
Cheyenne, WY

I have audited the accompanying balance sheets of Nye County Associates (A
California Limited Partnership), USDA Rural Development Case No.
33-019-680192750, as of December 31, 1998 and 1997, and the related
statements of income, partners' equity, and cash flows for the years 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 audits.

I conducted my 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 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 audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nye County Associates
(A California Limited Partnership) 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, I have also issued a
report dated March 26, 1999 on my consideration of Nye County Associates'
internal control structure and a report dated March 26, 1999 on its
compliance with laws and regulations.

Stockton, California
March 26, 1999

- 1 -

P.O.BOX4632 - STOCKTON, CA 95204 - TELEPHONE (209)933-9113 1
FAX(209)933-9115 - EN1A1LBReacPA@AOL.CON1

EideBailly.,

Consultants 0 Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

The Partners
RPI Limited Partnership #22
St. Paul, Minnesota

We have audited the accompanying balance sheets of RPI Limited Partnership
#22, MHFA Project Number 90002, as of December 3 1, 1998 and 1997, and the
related statements of operations, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of RPI Limited Partnership
#22, 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.

Fargo, North Dakota
February 2, 1999

406 Main Avenue - Suite 3000 - PO Box 2545 - Fargo, North Dakota 58108-2545
- 701.239.8500 - Fax 701.239.8600
Offices in Arizona, Iowa, Minnesota, Montana, North Dakota and South Dakota
- Equal Opportunity Employer
MUELLER, WALLA & ALBERTSON, PC.
CERTIFIED PUBLIC ACCOUNTANTS
10714 MANCHESTER ROAD
SUITE 202
KIRKWOOD, MISSOURI 63122
(314) 822-657-5

INDEPENDENT AUDITORS' REPORT

The Partners
Scott City Associates III, L.P.
Scott City, Missouri

We have audited the accompanying balance sheets of Scott City Associates
111, L.P. (a limited partnership) as of December 31, 1998 and 1997, 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 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 Scott City Associates
III, L.P. as of December 31, 1998 and 1997, and the results of its
operations, changes in partners' capital 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
included on page 13 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.



Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 19, 1999

MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS


GWEN WARD
CERTIFIED PUBLIC ACCOUNTANT
609 UNIVERSITY DRIVE
FORT WORTH, TX 76107

INDEPENDENT AUTITOR'S REPORT

To the Partners of
Shawnee Ridge, L.P.

I have audited the accompanying balance sheets of Shawnee Ridge, L.P. as of
December 31, 1998 and 1997, 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.  My
responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits 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 audits
provide a reasonable basis for my opinion.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages I-16 and I-17 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

Fort Worth, Texas
March 26, 1999
MUELLER, WALLA & ALBERTSON, PC.
CERTIFIED PUBLIC ACCOUNTANTS
10714 MANCHESTER ROAD
SUITE 202
KIRKWOOD, MISSOURI 63122
(314) 822-6575

INDEPENDENT AUDITORS' REPORT

To the Partners
Springfield Housing Associates, L.P.
Springfield, Illinois

We have audited the accompanying balance sheet of Springfield Housing
Associates, L.P., (a limited partnership), as of December 31, 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 audit. The financial statements of
Springfield Housing Associates, L.P. (a limited partnership) as of December
31, 1997, were audited by another auditor whose report dated February 13,
1998, expressed an unqualified opinion on those statements.

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 Springfield Housing
Associates, L.P., (a 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.



Mueller, Walla & Albertson, P.C.
January 22, 1999

MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS'
FLOYD & COMPANY, CPA
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31406
Phone: (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Turner Lane Limited Partnership

We have audited the accompanying balance sheets of Turner Lane Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and, perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Turner Lane Limited
Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999

HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C

Certified Public Accountant
West Des Moines, Iowa

INDEPENDENT AUDITORS' REPORT

To the Partners
Union Baptist Plaza, Limited Partnership
West Des Moines, Iowa

We have audited the accompanying balance sheets of UNION BAPTIST PLAZA,
LIMITED PARTNERSHIP as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Union Baptist Plaza,
Limited Partnership 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.

January 19, 1999



SMITH, MILES & COMPANY, L.C.  1230 AIRPORT ROAD
CERTIFIED PUBLIC ACCOUNTANTS  P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone: (850) 785-0261
Fax: (850) 785-2078
INDEPENDENT AUDITORS' REPORT

To the Partners
Villas of Lakeridge, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Villas of Lakeridge,
Ltd., FmHA Project No: 01-0030592930819, as of December 31, 1998 and 1997,
and the related statements of operations, partners' deficit and cash flows
for the years then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information 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.

Panama City, Florida.
February 4, 1999
YORK, DILLINGHAM & COMPANY, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS

LARRY W. YORK
P.0. BOX 551
BRANCH OFFICES:


JOHN M. DILLINGHAM
1708 ALPINE DRIVE
TELEPHONE (931) 388-0517
FAX (931) 381-3440


INDEPENDENT AUDITORS' REPORT

To the Partners
Waynesboro Associates, Limited

We have audited the accompanying balance sheets of Waynesboro Associates,
Limited (a Tennessee limited partnership) d/b/a Waynesboro Village
Apartments, RHS Project No.: 48-091-621385326, as of December 31, 1998 and
1997, and the related statements of operations, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Waynesboro Associates,
Limited (a Tennessee limited partnership) d/b/a Waynesboro Village
Apartments, RHS Project No. : 48-091-621385326, as of December 31, 1998 and
1997, and the results of its operations, the changes in partners' equity
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 19, 1999 on our consideration of Waynesboro
Associates, Limited's internal control over financial reporting and our
tests of its compliance with certain provisions of laws, regulations,
contracts, and grants.

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
11 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 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.

Columbia, Tennessee
February 19, 1999
-2-
Fraley, Miller & Company
Certified Public Accountants

374 Main Street,
West Liberty, Kentucky, 41472
Telephone (606)743-7420
Fax (606) 743-7444

Partners:
Robert A. Fraley
Mickey F. Miller
Associates:
Kim Whitley Horton
Brenda K. Ball

To the Partners of
B B & L Enterprises, Ltd.

INDEPENDENT AUDITORS'REPORT

We have audited the accompanying balance sheets of B B & L Enterprises,
Ltd. (a Kentucky limited partnership) as of December 31, 1997, 1996, and
1995, and the related statements of results of operations, changes in
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 23, 1998, on our consideration of B B & L
Enterprises, Ltd.'s internal control structure and a report dated February
23, 1998, on its compliance with laws and regulations.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of B B & L Enterprises,
Ltd. as of December 31, 1997, 1996, and 1995, and the results of its
operations, changes in partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

February 23, 1998
Main Office Located at 101 Fraley - Miller Plaza, Suite 101, Grayson,
Kentucky 41143      Telephone (606) 474-6608 - Fax (606) 474-7094
FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT


To the General Partners of
Bowman Village Limited Partnership



We have audited the accompanying balance sheets of Bowman Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Bowman Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



Floyd & Company, CPA
February 28, 1998
Fraley, Miller & Company
Certified Public Accountants

374 Main Street,
West Liberty, Kentucky, 41472
Telephone (606)743-7420
Fax (606) 743-7444

Partners:
Robert A. Fraley
Mickey F. Miller
Associates:
Kim Whitley Horton
Brenda K.Ball

To the Partners of
Briarwick Apartments, Ltd.

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheets of Briarwick Apartments,
Ltd. (a Kentucky limited partnership) as of December 31, 1997, 1996, and
1995, and the related statements of results of operations, changes in
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audit.

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

In accordance with Government Auditing Standards, we have also issued a
report dated February 12, 1998, on our consideration of Briarwick
Apartments, Ltd's internal control structure and a report dated February
12, 1998, on its compliance with laws and regulations.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Briarwick Apartments,
Ltd. as of December 31, 1997, 1996, and 1995, and the results of its
operations, changes in partners' capital and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

February 12, 1998
Main Office Located at 101 Fraley - Miller Plaza, Suite 101, Grayson,
Kentucky 41143      Telephone (606) 474-6608 - Fax (606) 474-70
DANIEL G. DRANE     Telephone (502) 756-5704
CERTIFIED PUBLIC ACCOUNTANT   FAX (502 )756-5927
209 East Third Street - P. 0. Box 577
Hardinsburg, Kentucky 40143

INDEPENDENT AUDITOR'S REPORT

To the Partners
Burkesville Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Burkesville Properties,
Limited (a Kentucky limited partnership), RHS Project No.:
20-029-025899601, as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital/deficit, and cash flows for the
years then ended. These financial statements are the responsibility of the
partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that my audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
all material respects, the financial position of Burkesville Properties,
Limited, as December 31, 1997 and 1996, and the results of its operations,
the changes in its partners' capital/deficit and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

My 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 and 14 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 my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

Daniel G. Drane
Certified Public Accountant

March 10, 1998
GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants

Independent Auditor's Report

To the Partners of
Cananche Creek, L.P.

I have audited the accompanying balance sheets of Cananche Creek, L.P., as
of December 31, 1997 and 1996, 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.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits 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 Cananche Creek, L.P.,
as of December 31, 1997 and 1996, and the results of its operations,
changes in partners' equity (deficit) and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page I-17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Fort Worth, Texas
March 27, 1998



I-3



DANIEL G. DRANE     Telephone (502)756-5704
CERTIFIED PUBLIC ACCOUNTANT    FAX (502)756-5927
209 East Third Street - P. 0. Box 577   e-mail dgdcpa@bbtel.com
Hardinsburg, Kentucky 40143

INDEPENDENT AUDITORS REPORT

To the Partners
Clarkson Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Clarkson Properties,
Limited (a Kentucky Limited partnership), RHS Project No.: 20-043-
0611167952, as of December 31, 1997 and 1996, and the related statements of
operations, partners' capital/deficit, and cash flows for the years then
ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I 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.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Clarkson Properties,
Limited, as of December 31, 1997 and 1996, and the results of its
operations, the changes in its partners' capital/deficit and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 14 and 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 audits of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



Daniel G. Drane
Certified Public Accountant

March 10, 1998

DANIEL G. DRANE     Telephone (502)756-5704
CERTIFIED PUBLIC ACCOUNTANT    FAX (502)756-5927
209 East Third Street - P. 0. Box 577   e-mail dgdcpa@bbtel.com
Hardinsburg, Kentucky 40143

INDEPENDENT AUDITOR'S REPORT

To the Partners
Evanwood Properties, Limited
Leitchfield, Kentucky

I have audited the accompanying balance sheets of Evanwood Properties,
Limited (a Kentucky limited partnership), RHS Project No.: 20-014-
0611145803, as of December 31, 1997 and 1996, 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.  My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted my audits, as of and for the years ended December 31, 1997 and
1996, in accordance with generally accepted auditing standards and
Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I 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.  I believe that my audits
provide a reasonable basis for my opinion.

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

My 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 and 14 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 my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


Daniel G. Drane
Certified Public Accountant

March 10, 1998







HOLDEN, MOSS, KNOTT, CLARK & TAYLOR, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR'S REPORT

To the Partners
Hunters Park Limited Partnership

We have audited the accompanying balance sheet of Hunters Park Limited
Partnership as of December 31, 1997, and the related statement of
operations, partners' equity, and cash flows for the year then ended.
These financial statements are the responsiblity of Hunters Park Limited
Partnership management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements of
Hunters Park Limited Partnership as of December 31, 1996 were audited by
other auditors whose report dated January 17, 1997, expressed an
unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 28, 1998 on our consideration of Hunters Park Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on
page 10, 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 presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.

Certified Public Accountants
Henderson, North Carolina
January 28, 1998


SMITH, MILES & COMPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS
1230 AERPORT ROAD
P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone:  (850) 785-0261
Fax:    (850) 785-2078


INDEPENDENT AUDITORS' REPORT

To the Partners
Lakeridge Apartments of Eufaula, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Lakeridge Apartments of
Eufaula, Ltd., FmHA Project No: 01-0030592933800, as of December 31, 1997
and 1996, and the related statements of operations, partners' deficit and
cash flows for the years then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the 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 Lakeridge Apartments of
Eufaula, Ltd., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information 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.

Panama City, Florida
February 2, 1998





FLOYD & COMPANYCertified Public Accountant132 Stephenson Avenue, Suite 202
Savannah, Georgia 31406

Post Office Box 14251
Savannah, Georgia 31416
Phone:    (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Laurel Village Limited Partnership

We have audited the accompanying balance sheets of Laurel Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Laurel Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA



February 28, 1998











McGEE & Associates, P.C.CERTIFIED PUBLIC ACCOUNTANTSIndependent Auditors'
ReportTo the PartnersLos Caballos II, Ltd.and Rural Development
We have audited the accompanying balance sheets of Los Caballos II, Ltd. (a
limited partnership) as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Los Caballos II, Ltd.
as of December 31, 1997 and 1996, and the results of its operations and the
changes in partners' equity and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 22, 1998, on our consideration of Los Caballos II,
Ltd.'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
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Los Caballos II, Ltd.
Such information has been subjected to the auditing procedures applied in
the audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.



January 22, 1998
Farmington, New Mexico




BURKE & REA

EDWARD T. BURKE, C.P,A
BERNARD E. REA, C.P.A.
Certified Public Accountants


INDEPENDENT AUDITORS' REPORT

To the Partners,
Nye County Associates
(A California Limited Partnership)
Cheyenne, WY


We have audited the accompanying balance sheets of Nye County Associates (A
California Limited Partnership), USDA Rural Development Case No. 33-019-
680192750, as of December 31, 1997 and 1996, and the related statements of
income, partners, equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the 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 Nye County Associates
(A California Limited Partnership) as of December 31, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended,
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated March 13, 1998 on our consideration of Nye County Associates'
internal control structure and a report dated March 13, 1998 on its
compliance with laws and regulations.

Stockton, California
March 13, 1998

P.O. BOX 4632                                      STOCKTON, CA 95204

TELEPHONE 209/933-9113 FAX 209/933-9115


MUELLER, WALLA & ALBERTSON, PC.
Certified Public Accountants
10714 Manchester Road
Suite 202, Kirkwood, Missouri 63122

(314)822-6575


INDEPENDENT AUDITORS'REPORT


The Partners
Scott City Associates III, L.P.
Scott City, Missouri



We have audited the accompanying balance sheets of Scott City Associates
III, L.P. (a limited partnership) as of December 31, 1997 and 1996, 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 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 Scott City Associates
III, L.P. as of December 31, l997 and 1996, and the results of its
operations, changes in partners' capital 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
included on page 13 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.


Mueller, Walla & Albertson, P.C.
Certified Public Accountants

January 15, 1998

Charles Bailly & Company L.L.P.
Certified Public Accountants - Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
RPI Limited Partnership #22
St. Paul, Minnesota


We have audited the accompanying balance sheets of RPI Limited Partnership
#22, MHFA Project Number 90-002, as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

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


Fargo, North Dakota

February 3, 1998
GWEN WARD, P.C.
Certified Public Accountant
609 University Drive,
Fort Worth, Texas 76107
(817) 336-5880

Member American Institute of Certified Accountants
Member Texas Society of Certified Public Accountants

Independent Auditor's Report

To the Partners of
Shawnee Ridge, L.P.

I have audited the accompanying balance sheets of Shawnee Ridge, L. P. as
of December 31, 1997 and 1996, 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.  My
responsibility is to express an opinion on these financial statements based
on my audits.

I conducted my audits 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 audits
provide a reasonable basis for my opinion.

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

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages I-16 and I-17 is presented for purposes of additional analysis and is
not a required part of the basic financial statements.  Such information
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



Fort Worth, Texas
March 28, 1998






BENDER, WELTMAN THOMAS & CO
CERTIFIED PUBLIC ACCOUNTANTS
1067 NORTH MASON ROAD, SUITE 7
ST. LOUIS, MISSOURI 63141-6341
(314) 576-1350
FAX (314) 576-9650

William J. Bender
Joel W. Weltman
James E. Thomas
Gerald D. Magruder

INDEPENDENT AUDITORS' REPORT

To The Partners
Springfield Housing Associates, L.P.
Springfield, Illinois

We have audited the accompanying balance sheets of Springfield Housing
Associates, L.P., a (limited partnership), as of December 31, 1997 and
1996, 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards.  These 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 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 Springfield Housing
Associates, L.P., (a limited partnership), as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

BENDER, WELTMAN, THOMAS & CO., CPA'S

February 13, 1998



Members:
American Institute of Certified Public Accountants
Missouri Society of Certified Public Accountants




FLOYD & COMPANY
Certified Public Accountant

132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Turner Lane Limited Partnership

We have audited the accompanying balance sheets of Turner Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Turner Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



Floyd & Company, CPA

February 28, 1998



HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
Certified Public Accountants
West Des Moines, Iowa


INDEPENDENT AUDITORS' REPORT

To the Partners
Union Baptist Plaza, Limited Partnership
West Des Moines, Iowa

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

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

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


January 16, 1998
SMITH, MILES & COMIPANY, L.C.
CERTIFIED PUBLIC ACCOUNTANTS

1230 AIRPORT ROAD
P.O. BOX 1177
PANAMA CITY, FLORIDA 32402
Phone:  (850) 785-0261
Fax: (850) 785-2078


IMDEPENDENT AUDITORS' REPORT

To the Partners
Villas of Lakeridge, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Villas of Lakeridge,
Ltd., FmHA Project No: 01-0030592930819, as of December 31, 1997 and 1996,
and the related statements of operations, partners' deficit and cash flows
for the years then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information 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.

Panama City, Florida
January 28, 1998




YORK,  DILLINGHAM & COMPANY, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
P.O. Box 551
1708 Alpine Drive
Columbia, Tennessee 38402-0551
Telephone (931) 388-0517  Fax (931) 388-3440

INDEPENDENT AUDITORS' REPORT

To the Partners
Waynesboro Associates, Limited

We have audited the accompanying balance sheets of Waynesboro Associates,
Limited (a Tennessee limited partnership) d/b/a Waynesboro Village
Apartments, RHS Project No.: 48-091-621385326, as of December 31, 1997 and
1996, and the related statements of operations, partners' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Waynesboro Associates,
Limited (a Tennessee limited partnership) d/b/a Waynesboro Village
Apartments, RHS Project No.: 48-091-621385326, as of December 31, 1997 and
1996, and the results of its operations, the changes in partners' equity
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 16, 1998 on our consideration of Waynesboro
Associates, Limited's internal control structure and a report dated
February 16, 1998 on its compliance with laws and regulations.

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 11 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 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.
Co1umbia, Tennessee
February 16, 1998
FLOYD & COMPANY
Certified Public Accountant

306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Laurel Village Limited Partnership

We have audited the accompanying balance sheets of Laurel Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

The financial statement information for the year ending December 31, 1995
was audited by another independent certified public accountant who
expressed and unqualified opinion dated March 16, 1996.

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 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 Laurel Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Charles Bailly & Company P.L.L.P.
Certified Public Accountants - Consultants

INDEPENDENT AUDITORIS REPORT


The Partners
Ridgeway Court III, A Limited Partnership
Fargo, North Dakota

We have audited the accompanying balance sheets of Ridgeway Court III, A
Limited Partnership, FmHA Project Number: 27-04-411633960, as of December
31, 1996 and 1995, 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.  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 Ridgeway Court III, A
Limited Partnership as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.




Fargo, North Dakota
February 3, 1997
McGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants

Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Bowman Village Limited Partnership

We have audited the accompanying balance sheets of Bowman Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to ex an opinion on
these financial statements based on our audits.

The financial statement information for the year ending December 31, 1995
was audited by another independent certified public accountant who
expressed and unqualified opinion dated March 16, 1996.

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 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 Bowman Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA


February 28, 1997
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Bethel Park Associates
(A Maine Limited Partnership)

We have audited the accompanying balance sheet of Bethel Park Associates (a
Maine Limited Partnership) as of December 31, 1998, and the related
statements of operations, changes in 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. The
1997 financial statements were audited by other auditors whose report dated
January 12, 1998, expressed an unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, on our consideration of the Partnership's
internal controls and a report dated March 5, 1999, on its compliance with
laws and regulations.



Bethel Park Associates
Page Two
The accompanying supplementary information 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 financial
statements taken as a whole.

March 5, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants
698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140
Bernard Robinson
& Company, LIP
Certified Public Accountants since 1947
MAILING ADDRESS
OFFICES
PO, 13OX 19608
109 MUIRS CHAPEL ROAD
GREENSBORO, NC 27419-9608
FAX 336-547-0840
Independent Auditor's Report
TELEPHONE 336-294-4494

To the Partners
Brantwood Lane Limited Partnership
Charlotte, North Carolina

We have audited the accompanying balance sheet of Brantwood Lane Limited
Partnership (a Georgia 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. The financial statements
of Brantwood Lane Limited Partnership as of December 31, 1997, were audited
by other auditors whose report dated February 6, 1998, expressed an
unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 21, 1999, on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts, and grants.

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



CERTIFIED PUBLIC ACCOUNTANTS

Greensboro, North Carolina
January 21, 1999    Page I

Crisp Hughes Evans LLP
Certified Public Accountants & Consultants
Affiliated worldwide through AGN International

Independent Auditors' Report

To The Partners
Breckenridge Apartments, Limited Partnership

We have audited the accompanying balance sheets of Breckenridge Apartments,
Limited Partnership as of December 31, 1998 and 1997, and the related
statements of operations, partners' capital (deficit) and cash flows for
the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Breckenridge
Apartments, Limited Partnership 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 a
report dated January 25, 1999 on our consideration of Breckenridge
Apartments, Limited Partnership's internal control over financial reporting
and our consideration of its compliance with certain provisions of laws,
regulations, contracts, and grants.

January 25, 1999
I Creekview Court
PO Box 25849
Greenville, SC 29616

Fax 864 458 8519
8642885544

N. CHENG & CO., P.C.


Independent Auditors' Report

To the Partners
Bridge Coalition Limited Partnership.
New York, New York

We have audited the accompanying balance sheet of Bridge Coalition Limited
Partnership as of December 31, 1998 and the related statements of
operations, changes in partner's 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 Bridge Coalition
Limited Partnership as of December 31, 1998 and the results of its
operations and cash flows for the year then ended, in conformity with
generally accepted accounting principles.


New York, New York
January 20, 1999

40 Exchange Place, Suite 1206 Two Grainaran Avenue
New York, New York 10005 Mount Vernon, New York 10550
Tel (212) 785-0100 - Fix (212) 785-9168 Tel (914) 668-8010 - Fax (914)
668-8048

ROBERT ERCOLINI & COMPANY LLP

Certified Public Accountants a Business Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners of
California Investors V
Boston, Massachusetts

We have audited the accompanying balance sheets of California Investors V
(a California Limited Partnership) as of December 31, 1998 and 1997, 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 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 California Investors V
as of December 31, 1998 and 1997, and the results of its operations,
changes in partners' capital, 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 additional information included
in this report (shown on pages 16 and 17) is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the 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.


April 6, 1999

FIFTY-FIVE  SUMMER STREET - BOST0N, MA 02 110-1007 - TELEPHONE 617.482-5511
- FAX617,426-5252

Randall Patterson, CPA, P.C.

12913 Alton Square, #101
Phone:(703) 834-3804
Herndon, Virginia 20170
Fax:(703) 834-1908

INDEPENDENT AUDITORS REPORT

To the Partners
Carriage Run Limited Partnership

I have audited the accompanying balance sheets of Carriage Run Limited
Partnership, as of December 31, 1998 and 1997 and the related statements of
income, partners capital, and cash flows for the years then ended. These
financial statements are the responsibility of management. My
responsibility is to express an opinion on these financial statements based
on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Carriage Run Limited
Partnership, as of December 31, 1998 and 1997 and the results of its
operations and its cash flow for the years then ended in conformity with
generally accepted accounting principles.

In accordance with government auditing standards, I have also issued
reports dated March 4, 1999 on my consideration of Carriage Run Limited
Partnership's internal control and on its compliance with laws and
regulations.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information 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 my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.

Randall Patterson
March 4, 1999




THOMAS, JUDY & TUCKER, P.A.   Certified Public Accountants
Clifton W. Thomas   16 East Rowan Street
Chris P. Judy  Raleigh, NC
David W. Tucker
David A. Johnson

INDEPENDENT AUDITORS' REPORT

To the Partners
Cedarwood Apartments Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheet of Cedarwood Apartments
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. The financial statements of Cedarwood
Apartments Limited Partnership as of December 31, 1997, were audited by
other auditors whose report dated January 16, 1998, expressed an
unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued our
report dated January 22, 1999 on our consideration of Cedarwood Apartments
Limited Partnership's internal control over financial reporting and our
tests of its compliance with certain provisions of laws, regulations,
contracts and grants.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on Schedules 1 and 2 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of
Cedarwood Apartments Limited Partnership. 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.

January 22, 1999
LAURIE A. LEE
CERTIFIED PUBLIC ACCOUNTANT
5446 BIRCHBROOK COURT
LAS VEGAS, NEVADA 89120
TELEPHONE: (702) 456-2162

INDEPENDENT AUDITOR'S REPORT

To the Partners of
Chaparral Associates:

I have audited the balance sheets of Chaparral Associates, a Limited
Partnership (the "Partnership") as of December 31, 1998 and 1997, 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. My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the US Department of Agriculture, Farmers
Rome Administration Audit Program. 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 audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Partnership 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, I have also issued my
reports dated February 14, 1999 on my consideration of the Partnership's
internal control and on its compliance with laws and regulations.

The accompanying supplementary information (beginning on page 10) 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 my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.

February 14, 1999

1

MEMBER: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND NEVADA
SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

SALMIM, CELONA, WEHRLE & FLAHERTY, LLP
CERTIFITED PUBLIC ACCOUNTANTS

1170 CHILI AVENUE  ROCHESTER,  NY 14694-3033  716 / 279-0120  FAX 716 /
279-0166

To The Partners
College Green Rental Associates
Rochester, Now York

Independent Auditor's Report

We have audited the accompanying balance sheet of College Greene Rental
Associates, L.P. (a Limited Partnership as of December 31, 1998 and the
related statements of operations, changes in partners' capital (deficit)
and cash flows for the year then ended.  These financial statements are the
responsibility of the Partners management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  The
financial statements of College Greene Rental Associates, L.P. as of
December 31, 1997, were audited by other auditors whose report dated
February 9, 1998, expressed an unqualified opinion on those statements.

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 1998 financial statements referred to above present
fairly, in all material respects, the financial position of College Greene
Rental Associates, L.P. 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.

Salmin, Celona, Wehrle & Flaherty, LLP

January 25, 1999

Crisp Hughes Evans   LLP
Certified Public Accountants & Consultants
Affiliated worldwide through AGN International

Independent Auditors' Report

To The Partners
Devenwood Apartments, A Limited Partnership

We have audited the accompanying balance sheets of Devenwood Apartments, A
Limited Partnership as of December 31, 1998 and 1997, 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards, and with Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits 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 Devenwood Apartments, A
Limited Partnership 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 a
report dated January 25, 1999 on our consideration of Devenwood Apartments,
A Limited Partnership's internal control over financial reporting and our
consideration of its compliance with certain provisions of laws,
regulations, contracts, and grants.

January 25, 1999
Creekview Court
8642885544
PO Box 25849
Greenville, SC 29616
FAX 864 458 85 19


FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue Post Office Box 14251
Savannah, Georgia 31406  Savannah, Georgia 31416
Phone: (912) 355-9969 Fax: (912) 355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Four Oaks Limited Partnership

We have audited the accompanying balance sheets of Four Oaks Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Four Oaks Limited
Partnership (a Georgia 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.

Floyd & Company, CPA



February 28, 1999

McGEE & ASSOCIATES, P.C.
Certified Public Accountants

Independent Auditors' Report

To the Partners Franklin Vista III, Ltd. and Rural Development

We have audited the accompanying balance sheets of Franklin Vista III, Ltd.
(a limited partnership) as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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 Franklin Vista III,
Ltd. as of December 31, 1998 and 1997, and the results of its operations
and the changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 13, 1999, on our consideration of Franklin Vista 111,
Ltd.'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
financial statements taken as a whole. The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Franklin Vista III,
Ltd. Such information has been subjected to the auditing procedures applied
in the audit of the financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements
taken as a whole.

January 13, 1999
Farmington, New Mexico

1

REGARDIE, BROOKS & LEMS  CHARTERED
JESSE A. KAISER, CPA
CONSULTANTS & CERTIFIED PUBLIC ACCOUNTANTS
JEROME R LEWIS, CPA
NATHAN J. ROSEN, CPA
PAUL J. GNATT, CPA
CELSO T MATAAC, JR., CPA
PHILIP R. BAKER, CFA
BRIAN J. GIGANTI, CPA
DOUGLAS A. DOWLING, CPA
7101 WISCONSIN AVENUE, SUITE 1012
BETHESDA, MARYLAND 20814
TEL (301) 654-9000
e-mail: rblcpa@rbIcpa.com
FAX (301) 656-3056

DAVID X BROOKS, CPA

CONSULTANT

BENJAMIN F REGARDIE
(1897-1973)
INDEPENDENT AUDITOR'S REPORT

February 22, 1999

To the Partners,
Friendship Village Limited Partnership
Bethesda, Maryland

We have audited the accompanying balance sheets of Friendship Village
Limited Partnership as of December 31, 1998 and 1997, and the related
statements of income, changes in partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnerships management. Our responsibility is to express an opinion on
these financial statements based on our 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 Audit Program. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Friendship Village
Limited Partnership as of December 31, 1998 and 1997, and the results of
its operations, changes in partners' capital, and 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
reports dated February 22, 1999 on our consideration of Friendship Village
Limited Partnership's internal control and on its compliance with laws and
regulations.

Certified Public Accountants
- I -
FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31406
Phone: (912) 355-9969
Fax: (912) 355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Hillmont Village Limited Partnership

We have audited the accompanying balance sheets of Hillmont Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1998 and the
related statements of operations, partners I 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Hillmont Village
Limited Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999

PAILET, MEUNIER and LeBLANC, L.L.P.
Certified Public Accountants
Management Consultants

INDEPENDENT AUDITOR'S REPORT

To the Partners
HUGHES SPRINGS SENIORS APARTMENTS, LTD.

We have audited the accompanying balance sheets of HUGHES SPRINGS SENIORS
APARTMENTS, LTD., RHS PROJECT NO. 49-034-721156758 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 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 HUGHES SPRINGS SENIORS
APARTMENTS, LTD. as of December 31, 1998 and 1997 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.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information
presented on pages 16 through 24, 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.

3421  N.  Causeway Blvd., Suite 701 - Metairie, LA 70002 2401  St.  Charles
Ave., Suite 2559 - New Orleans, LA 70170     Telephone (504) 837-0770 - Fax
(504) 837-7102      Telephone (504) 522-0504 - Fax (504) 837-7102
Member  of  international  Group of Accounting  Firms  e  Member  Firms  in
Principal Cities
AlCPA SEC Practice Section * AIPA Private Companies Practice Section

In accordance with Government Auditing- Standards, we have also issued a
report dated February 18, 1999 on our consideration of HUGHES SPRINGS
SENIORS APARTMENTS, LTD.'s internal control and a report dated February 18,
1999 on its compliance with laws and regulations applicable to the
financial statements.



Metairie, Louisiana
February 18, 1999



Schonwit &Associates
Certified Public Accountants

575 Anton Boulevard, Suite 500, Costa Mesa, California 92626
(714) 437-1025FAX (714) 957

INDEPENDENT AUDITOR'S REPORT

To the Partners La Gema Del Barrio, A California Limited Partnership

I have audited the accompanying balance sheet of La Gema Del Barrio, 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. My responsibility is to express an opinion on
these financial statements based on my audit. I have previously audited and
reported on the financial statements for the preceding year and issued an
unqualified report dated January 29, 1998.

1 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 accompanying financial statements referred to above
present fairly, in all material respects, the financial position of La Gema
Del Barrio, A California Limited Partnership as of December 31, 1998, and
the results of its operations, the changes in partners' equity, and cash
flows for the year then ended in conformity with generally accepted
accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
14 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 my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.


SCHONWIT & ASSOCIATES

February 5, 1999

3

Certified Public Accountants
1111 Michigan Avenue
P.O. Box 2500
517-332-6200
PLANTE & MORAN, LLP
East Lansing, Michigan 48826-2500
FAX 517-332-8502

Independent Auditor's Report

To the Partners
Lakeview Meadows Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Lakeview Meadows Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership) MSHDA Development No. 874, as of December 31, 1998 and 1997,
and the related statements of profit and loss, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeview Meadows
Limited Dividend Housing Association Limited Partnership as of December 31,
1998 and 1997, and its profit and loss, partners' equity, and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 15, 1999, on our consideration of the Partnership's
internal controls and on its compliance with laws and regulations.

February 15, 1999

Moores
Rowland

A worldwide association of independent accounting firms

BERNARD E. REA, CPA
CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITOR'S REPORT

To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California

I have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of December 31, 1998 and 1997, and the
related statements of income, partners' equity, and cash flows for the
years 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 audits.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maidu Properties (A
California Limited Partnership) 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.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information for
the years ended December 31, 1998 and 1997, on pages 13 and 14, 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 audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.

Stockton, California
March 31, 1999

P.O. BOX 4632 - STOCKTON, CA 95204
TELEPHONE (209) 933-9113
FAX (209) 933-9115
EMAIL BReaCPA@AOL.COM

Jack E. Powers
David A Raeck
Lawrence C. Kowalk
Robert E. Millerjr.
Gary W Brya
Steven B. Robbins
Lamonte T Lator
James E. Nyquist
Bruce J. Dunn
jeffrey C. Stevens
Walter P Manerjr.
Linda 1. Schirmer
Floyd L. Costerisan
Certified Public Accountants
Steven W Scott
Leon A. Ellis (1933-1988)

INDEPENDENT AUDITORS' REPORT
February 18, 1999
To the Partners
Montague Place Limited Partnership
Lansing, Michigan

We have audited the accompanying balance sheets of Montague Place Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
net loss, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Montague Place Limited
Partnership 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 a
report dated February 18, 1999 on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts, and grants.

1

6105 W St. Joseph Highway - Suite 202 - Lansing, Michigan 48917-4848 -
(517) 323-7500 - Fax (517) 323-6346

LAURIE A. LEE
CERTIFIED PUBLIC ACCOUNTANT

5446 BIRCHBROOK COURT
LAS VEGAS, NEVADA 89120
TELEPHONE: (702) 456-2162

INDEPENDENT AUDITOR'S REPORT

To the Partners of Navapai Associates:

I have audited the balance sheets of Navapai Associates, a Limited
Partnership (the "Partnership") as of December 31, 1998 and 1997, 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. My responsibility is to express an opinion on
these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program. Those standards require that 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 audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Partnership 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, I have also issued my
reports dated February 14, 1999 on my consideration of the Partnership's
internal control and on its compliance with laws and regulations.

The accompanying supplementary information (beginning on page 10) 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 my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.

February 14, 1999

MEMBER: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND NEVADA
SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31406
Phone: (912) 355-9969
Fax: (912)355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Oakland Village Limited Partnership

We have audited the accompanying balance sheets of Oakland Village Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Oakland Village Limited
Partnership (a Georgia 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.

Floyd & Company, CPA


February 28, 1999

THOMAS, JUDY & TUCKER, P.A.
Certified Public Accountant
Clifton W. Thomas   Chris P. Judy
David W. Tucker
David A. Johnson
16 East Rowan Street, Suite I
Raleigh, NC 276U9
(919)571-7055
FAX (919) 571-7089
INDEPENDENT AUDITORS'REPORT

To the Partners
Pine Ridge Elderly Apartments Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheet of Pine Ridge Elderly
Apartments 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 The financial statements of
Pine Ridge Elderly Apartments Limited Partnership as of December 31, 1997,
were audited by other auditors whose report dated January 16, 1998,
expressed an unqualified opinion on those statements.

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 Pine Ridge Elderly
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.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on Schedule 1 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of Pine Ridge
Elderly Apartments Limited Partnership. Such information has been subjected
to the audit 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.

January 22, 1999
Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Pittsfield Park Associates
(A Maine Limited Partnership)

We have audited the accompanying balance sheet of Pittsfield Park
Associates (a Maine Limited Partnership) as of December 31, 1998, and the
related statements of operations, changes in 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. The
1997 financial statements were audited by other auditors whose report dated
January 15, 1998, expressed an unqualified opinion on those statements.

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, on our consideration of the Partnership's
internal controls and a report dated March 5, 1999, on its compliance with
laws and regulations.

Pittsfield Park Associates
Page Two

The accompanying supplementary information 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
financial statements taken as a whole.



March 5, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants
698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140

2


ROBERT ERCOLINI & COMPANY LLP

Certified Public Accountants * Business Consultants

INDEPENDENT AUDITOR'S REPORT

To.the Partners of
Rosenberg Building Associates Limited Partnership
Boston, Massachusetts

We have audited the accompanying balance sheets of Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, 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 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 Rosenberg Building
Associates Limited Partnership as of December 31, 1998 and 1997, and the
results of its operations, changes in partners' capital, 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 additional information included
in this report (shown on pages 18 and 19) 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.

March 10, 1999
DIXON ODOM, PLLC
Certified Public Accountants and Consultants

INDEPENDENT AUDITORS'REPORT

To the Partners
St. Barnabas Ridge Limited Partnership
d/b/a Snow Hill Ridge Apartments
Raleigh, North Carolina

We have audited the accompanying balance sheets of St. Barnabas Ridge
Limited Partnership d/b/a Snow Hill Ridge Apartments as of December 31,
1998 and 1997 and the related statements of operations, partners' equity,
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the 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. Barnabas Ridge
Limited Partnership 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 January 21, 1999 on our consideration of St. Barnabas Ridge
Limited Partnership's internal control over financial reporting and our
tests of its compliance with certain provisions of laws, regulations,
contracts and grants.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on
pages 10 and 11 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 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.

January 21, 1999
1829 Eastchester Drive
P.O. Box 264E
High Point, NC 27261-264(

336-889-5156
Fax 336-889-6161

FLOYD & COMPANY
Certified Public Accountants
411 Stephenson Avenue
Savannah, Georgia 31406
Phone: (912) 355-9969
Fax: (912) 355-1992

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Summer Lane Limited Partnership

We have audited the accompanying balance sheets of Summer Lane Limited
Partnership (a Georgia 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes 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 Summer Lane Limited
Partnership (a Georgia 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.

Floyd & Company, CPA

February 28, 1999

FECTEAU & COMPANY, P.C.

Certified Public Accountants

Advisors of Taxation
INDEPENDENT AUDITORS' REPORT

To the Partners
Schroon Lake Housing Redevelopment Company

We have audited the accompanying balance sheet of Schroon Lake Housing
Redevelopment Company 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 the 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 Schroon Lake Housing
Redevelopment Company 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.

In accordance with Government Auditing Standards, we have also issued
reports dated February 4, 1999, on our consideration of Schroon Lake
Housing Redevelopment Company's internal control structure and its
compliance with laws and regulations.

The financial statements of Schroon Lake Housing Redevelopment Company as
of December 31, 1997 were audited by other accountants whose report dated
January 19, 1998 expressed an unqualified opinion on those statements.

February 4, 1999
Albany, New York

Executive Woods, 4 Atrium Drive, Albany, NY 12205 * (518) 438-7400 0 FAX
(518) 438-7444
Member
American Institute of Certified Public Accountants
(Private Companies Practice Section & Tax Division)
New York state Society of CPA's

Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Tyrone House Associates
(A Pennsylvania Limited Partnership)

We have audited the accompanying balance sheet of Tyrone House Associates
(a Pennsylvania Limited Partnership) as of December 31, 1998, and the
related statements of operations, changes in 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. The
1997 financial statements were audited by other auditors whose report dated
January 13, 1998, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Tyrone House Associates
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.

In accordance with Government Auditing Standards, we have also issued a
report dated March 5, 1999, on our consideration of the Partnership's
internal controls and a report dated March 5, 1999, on its compliance with
laws and regulations.



Tyrone House Associates
Page Two

The accompanying supplementary information 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
financial statements taken as a whole.



March 5, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public Accountants
698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140
Randall Patterson, CPA, P.C.

12913 Alton Square, #101
Herndon, Virginia 20170  Fax:
Phone:     (703) 834-3804
(703) 834-1908
INDEPENDENT AUDITOR'S REPORT

To the Partners
Victoria Limited Partnership

I have audited the accompanying balance sheets of Victoria Limited
Partnership as of December 31, 1998 and 1997 and the related statements of
income, partners capital, and cash flows for the years then ended. These
financial statements are the responsibility of management. My
responsibility is to express an opinion on these financial statements based
on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Victoria Limited
Partnership, as of December 3 1, 1998 and 1997 and the results of its
operations and its cash flow for the years then ended in conformity with
generally accepted accounting principles.

In accordance with government auditing standards, I have also issued
reports dated March 4, 1999 on my consideration of Victoria Limited
Partnership's internal control and on its compliance with laws and
regulations.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information 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 basic financial statements
and, in my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.

Randall Patterson, CPA, P.C.
March 4, 1999




Dauby O'Connor & Zaleski
A Limited Liability Company
Certified Public Accountants

Independent Auditors' Report

To the Partners of
Village Terrace Limited Partnership
(A North Carolina Limited Partnership)

We have audited the accompanying balance sheet of Village Terrace Limited
Partnership (a North Carolina Limited Partnership) as of December 31, 1998,
and the related statements of operations, changes in 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. The 1997 financial statements were audited by other auditors
whose report dated February 5, 1998, expressed an unqualified opinion on
those statements.

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 Village Terrace 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.

The accompanying supplementary information 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 financial
statements taken as a whole.

January 29, 1999
Dauby O'Connor & Zaleski, LLC
Carmel, Indiana
Certified Public    Accountants

698 Pro Med Lane
Carmel, Indiana 46032
317-848-5700
Fax: 317-815-6140

STIENESSEN - SCHLEGEL & CO.
LIMITED LIABILITY COMPANY

CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

To the Partners
Woodfield Commons Limited Partnership

We have audited the accompanying balance sheets of Woodfield Commons
Limited Partnership as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Woodfield Commons
Limited Partnership, as of December 31, 1998 and 1997, 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.

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
13 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.

February 2, 1999

2411 N. HILLCREST PARKWAY, P.O. BOX 810, EAU CLAIRE, WI 54702-0810 * PHONE
(715) 832-3425 * FAX(715) 832-1665
-I-

PROSPECT BUILDING
1501 N. UNIVERSITY, SUITE 300
LITTLE ROCK, ARKANSAS 72207-5232

TELEPHONE 501-666-2879
FAX NO. 501-666-5260

BENTON, ARKANSAS OFFICE
210 W. SEVIER STREET
BENTON, ARKANSAS 72015
TELEPHONE 501-378-7746

INDEPENDENT AUDITOR'S REPORT

To the Partners
Beckwood Manor Six Limited Partnership

We have audited the accompanying balance sheets of Beckwood Manor Six
Limited Partnership, RD Project No. 03-048-0710677265 (the Partnership), as
of December 31, 1997 and 1996, and the related statements of profit (loss),
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 Beckwood Manor Six
Limited Partnership as of December 31, 1997 and 1996, and its results of
operations, changes in partners' equity (deficit), and 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 March 18, 1998 on our consideration of the Partnership's
internal control over financial reporting and our tests of its compliance
with certain provisions of laws, regulations, contracts and grants.


March 18, 1998
Little, Shaneyfelt, Marshall & Co.


OSCAR N. HARRIS & ASSOCIATES, P.A.
CERTIFIED PUBLIC ASSOCIATES

OSCAR N. HARRIS, C.P.A.
SHERRY S. JOHNSON, C.P.A.
KENNETH E. MILTON, C.P.A.
CONNIE P. STANCIL, C.P.A.

Members: American Institute of Certified Public Accountants
North Carolina Association of Certified Accountants

INEPENDENT AUDITORS' REPORT

To the Partners of
Brantwood Lane Limited Partnership
Charlotte, North Carolina

We have audited the balance sheets of Brantwood Lane Limited Partnership as
of December 31, 1997 and 1996, and the related statements of partners'
capital, income, 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 Brantwood Lane Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 6, 1998 on our consideration of Brantwood Lane
Limited Partnership's internal control structure and a report dated
February 6, 1998 on its compliance with laws and regulations.



100 EAST CUMBERLAND STREET, P.O. BOX 578, DUNN, N.C. 28335 (910) 892-1021
FAX (910) 892-6084





Brantwood Lane Limited Partnerhsip
Page Two



Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  Schedules 1, 2, 3, and 4 on pages
14, 15, 16, and 17 are presented for purposes of additional analysis and
are 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.

Oscar N. Harris & Associates, P.A.
Certified Public Accountants

February 6, 1998






































Crisp Huges Evans LLP
Certified Public Accountants & Consultants
Affiliates worldwide through AGN International

Independent Auditors' Report

To The Partners
Breckenridge Apartments, Limited Partnership

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

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

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 27, 1998 on our consideration of Breckenridge
Apartments, Limited Partnership's internal control over financial reporting
and our consideration of its compliance with certain provisions of laws,
regulations, contracts, and grants.

January 27, 1998

1 Creekview Court
PO Box 25849
Greenville, SC 29616
864 288 554
Fax 864 458 8519
www.che-llp.com







N. CHENG & CO., P.C.
Certified Public Accountants


Independent Auditors' Report

To the Partners
Bridge Coalition Limited Partnership
New York, New York

We have audited the accompanying balance sheet of Bridge Coalition Limited
Partnership as of December 31, 1997 and the related statements of
operations, changes in 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 bridge Coalition
Limited Partnership as of December 31, 1997 and the results of its
operations and cash flows for the year then ended, in conformity with
generally accepted accounting principles.

New York, New York
February 4, 1998


40 Exchange Place, Suite 1206
New York, New York 10005
Tel (212) 785-0100 - Fax (212) 785-9168

Two Gramatan Avenue
Mount Vernon, New York 10550
Tel (914) 668-8010 - Fax (914) 668-8048










Witt, Mares & Company, PLC
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Carriage Run Limited Partnership

We have audited the accompanying balance sheets of Carriage Run Limited
Partnership (a Virginia Limited Partnership), as of December 31, 1997 and
1996, 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.
The financial statements as of December 31, 1996, were audited by Graham
Carter & Jennings, PLC, who merged with Witt, Mares & Company, PLC as of
December 1, 1997, whose report dated February 3, 1997 expressed an
unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
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 Carriage Run Limited
Partnership as of December 31, 1997 and 1996, and the results of its
operations, changes in partner's equity and 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 12, 1998 on our consideration of Carriage Run Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

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 18 and 19 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 financial statements take as a whole.




Newport News, Virginia
February 12, 1998

LAURIE A. LEE
Certified Public Accountant

5446 Birchbrook Court,
Las Vegas, Nevada 89120
Telephone: (702) 456-2162

INDEPENDENT AUDITORS REPORT

To the Partners of
Chaparral Associates:

I have audited the balance sheet of Chaparral Associates, a Limited
Partnership (the "Partnership") as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital and cash flow for the
years 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 audits.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the US Department of Agriculture, Farmers
Home Administration Audit Program. 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 audits provide a reasonable basis for my opinion.

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

In accordance with Government Auditing Standards, I have also issued my
reports dated February 14, 1998 on my consideration of the Partnership's
internal control and on its compliance with laws and regulations.

The accompanying supplementary information (beginning on page 10) 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 my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.


February 14, 1998


Member: American institute of Certified Public Accountants and Nevada
Society of Certified Public Accountants.

Coopers & Lybrand L.L.P.

Report of Independent Accountants


To the Partners
College Greene Rental Associates, L.P.

We have audited the accompanying balance sheets of College Greene Rental
Associates, L.P. (A Limited Partnership), as of December 31, 1997 and 1996,
and the related statements of operations and partners' capital, changes in
partners' capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with 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 College Greene Rental
Associates, L.P., as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.



Rochester, New York
February 9, 1998
















Crisp Hughes Evans LLP
Certified Public Accountants & Consultants
Affiliated worldwide through AGN International


Independent Auditors' Report

To The Partners
Devenwood Apartments, A Limited Partnership

We have audited the accompanying balance sheets of Devenwood Apartments, A
Limited Partnership as of December 31, 1997 and 1996, 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 audits.

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

In accordance with Government Auditing Standards, we have also issued a
report dated January 27, 1998 on our consideration of Devenwood Apartments,
A Limited Partnership's internal control over financial reporting and our
consideration of its compliance with certain provisions of laws,
regulations, contracts, and grants.


January 27, 1998

1 Creekview Court
PO Box 25849
Greenville, SC 29616
864 288 5544
Fax 864 458 8519




FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Four Oaks Limited Partnership

We have audited the accompanying balance sheets of Four Oaks Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Four Oaks Limited
Partnership (a Georeia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Floyd & Company, CPA


February 28, 1998

McGEE & Associates, P.C.
CERTIFIED PUBLIC ACCOUNTANTS


Independent Auditors' Report


To the Partners
Franklin Vista III, Ltd.
and Rural Development

We have audited the accompanying balance sheets of Franklin Vista III, Ltd.
(a limited partnership) as of December 31, 1997 and 1996, and the related
statements of operations, partners' equity and cash flows for the years
then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Franklin Vista III,
Ltd. as of December 31, 1997 and 1996, and the results of its operations
and the changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated January 13, 1998, on our consideration of Franklin Vista III,
Ltd.'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
financial statements taken as a whole.  The supplemental information
included in the report is presented for purposes of additional analysis and
is not a required part of the financial statements of Franklin Vista III,
Ltd.  Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial
statements taken as a whole.


January 13, 1998
Farmington, New Mexico



REGARDIE,  BROOKS & LEWIS
CHARTERED
CERTIFIED PUBLIC ACCOUNTANTS

JEROME P. LEWIS, CPA
NATAN J. ROSEN, CPA
JESSE A. KAISER, CPA
PAUL J.GNATT, CPA
CELSO T. MATAAC, JR, CPA
PHILIP R. BAKER, CPA
DOUGLAS A. DOWUNG, CPA
BRLAN J. GIGANTI, CPA
DAVID A. BROOKS, CPA
CONSULTANT
BENJAMIN F. REGARDIE(1897-1973)

7101 WISCONSIN AVENUE - BETHESDA, MARYLAND 20814
TEL (301) 654-9000   FAX (301) 656-3056

INDEPENDENT AUDITOR'S REPORT

February 21, 1998

To the Partners,
Friendship Village Limited Partnership
Bethesda, Maryland

We have audited the accompanying balance sheets of Friendship Village
Limited Partnership as of December 31, 1997 and 1996, and the related
statements of income, 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, Government Auditing Standards issued by the Comptroller General
of the United States and the U. S. Department of Agriculture, - Farmers
Home Administration Audit Program.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Friendship village
Limited Partnership as of December 31, 1997 and 1996, and the results of
its operations, changes in partners, capital, and 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
reports dated February 21, 1998 on our consideration of Friendship Village
Limited Partnership's internal controls and on its compliance with laws and
regulations.



Certified Public Accountants

- I -

FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Hillmont Village Limited Partnership

We have audited the accompanying balance sheets of Hillmont Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Hillmont Village
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



Floyd & Company, CPA
February 28, 1998

Schonwit & AssociatesCertified Public Accountants
575 Anton Boulevard, Suite 500, Costa Mesa, California 92626
(714) 437-1025  FAX (714) 957-1678
INDEPENDENT AUDITOR'S REPORT

To the PartnersLa Gema Del Barrio, A California Limited Partnership

I have audited the accompanying balance sheet of La Gema Del Barrio, A
California Limited Partnership, as of December 31, 1997, and the related
statements of operations, partners' equity, and cash flows for the year
then ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audit.  I have previously audited
and reported on the financial statements for the preceding year.

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 accompanying financial statements referred to above
present fairly, in all material respects, the financial position of La Gema
Del Barrio, A California Limited Partnership as of December 31, 1997, and
the results of its operations, the changes in partners' equity, and cash
flows for the year then ended in conformity with generally accepted
accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 6 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 my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

SCHONWIT & ASSOCIATES

January 29, 1998







PLANTE & MORAN, LLP
1111 Michigan Avenue
P.O. Box 2500
East Lansing, Michigan 48826-2500
Certified Public Accountants
Management Consultants
517-332-6200
FAX 517-332-8502

Independent Auditor's Report
To the PartnersLakeview Meadows Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Lakeview Meadows Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership) MSHDA Development No. 874, as of December 31, 1997 and 1996,
and the related statements of profit and loss, partners' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeview Meadows
Limited Dividend Housing Association Limited Partnership as of December 31,
1997 and 1996, and its profit and loss, partners' equity, and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a
report dated February 16, 1998, on our consideration of the Partnership's
internal controls and a report dated February 16, 1998, on its compliance
with laws and regulations.

February 16, 1998







LAURIE A. LEE
Certified Public Accountant

5446 Birchbrook Court,
Las Vegas, Nevada 89120
Telephone: (702) 456-2162

INDEPENDENT AUDITORS REPORT

To the Partners of
Navapai Associates:

I have audited the balance sheets of Navapai Associates, a Limited
Partnership (the "Partnership") as of December 31, 1997 and 1996, 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.  My Responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards require that 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 accessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  I believe
that my audits provide a reasonable basis for my opinion.

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

In accordance with Government Auditing Standards, I have also issued my
reports dated February 14, 1998 on my consideration of the Partnership's
internal control and on its compliance with laws and regulations.

The accompanying supplementary information (beginning on page 10) 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 statement.
and, in my opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.

February 14, 1998

Member: American institute of Certified Public Accountants and Nevada
Society of Certified Public Accountants



FLOYD & COMPANY
Certified Public Accountant


132 Stephenson Avenue, Suite 202
Post Office, Box, 14251
Savannah, Georgia 31406
Savannah, Georgia 31416
Phone:    (912) 355-9969

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Oakland Village Limited Partnership


We have audited the accompanying balance sheets of Oakland Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Oakland Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


Floyd & Company, CPA

February 28, 1998












ROBERT ERCOLINI & COMPANY LLPCertified Public Accountants, Business
Consultants
INDEPENDENT AUDITOR'S REPORTTo the Partners ofRosenberg Building Associates
Limited Partnership
Boston, Massachusetts


We have audited the accompanying balance sheets of Rosenberg Building
Associates Limited Partnership as of December 31, 1997 and 1996, 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits
statements are free of obtain reasonable assurance about whether the
finance the amounts and material misstatement.  An audit includes
examining, on a test basis, evidence supporting 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 Rosenberg Building
Associates Limited Partnership as of December 31, 1997 and 1996, and the
results of its operations, changes in partners' capital, 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 additional information included
in this report (shown on pages 19 and 20) 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.



February 4, 1998



FIFFY-FIVE SUMMER STREET - BOSTON, MA 02110-1007 - TELEPHONE 617-482-5511 -
Fax 617-426-5252


Coopers & Lybrand L.L.P.
Report of Independent Accountants


To the Partners
Schroon Lake Housing Redevelopment Company


We have audited the accompanying statements of financial position of
Schroon Lake Housing Redevelopment Company (A Limited Partnership), as of
December 31, 1997 and 1996, and the related statements of operations and
partners' capital, changes in partners' capital and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
the 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 Schroon Lake Housing
Redevelopment Company as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.


In accordance with Government Auditing Standards, we have also issued our
report dated January 19, 1998 on our consideration of Schroon Lake Housing
Redevelopment Company's internal control structure and a report dated
January 19, 1998 on its compliance with laws and regulations.


Rochester, New York
January 19, 1998









FRIEDMAN & FULLER, PC
Certified Public Accountants
Management Consultants

2400 Research Boulevard
Suite 250
Rockville, Maryland
20850-3243
Telephone (301) 921-8000

INDEPENDENT AUDITOR'S REPORT

To the Partners
Stanardsville Village Limited Partnership
RHS No. 54-48-541523939
North Main Street
Stanardsville, Virginia 22973

We have audited the accompanying balance sheets of Stanardsville Village
Limited Partnership, RHS No. 54-48-541523939 as of December 31, 1997 and
1996, and the related statements of operations, partners' capital
(deficiency) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States, and the U.S. Department of Agriculture,
Farmers Home Administration Audit Program.  Those standards and the Audit
Program 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 Stanardsville Village
Limited Partnership, RHS No. 54-48-541523939 as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on
pages 10 and 11 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.

February 4, 1998


FLOYD & COMPANY
Certified Public Accountant

132 Stephenson Avenue, Suite 202
Savannah, Georgia 31406

Post Office Box 14251
Savannah, Georgia 31416
Phone: (912) 355-9969


INDEPENDENT AUDITORS' REPORT

To the General Partners of
Summer Lane Limited Partnership

We have audited the accompanying balance sheets of Summer Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes 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 Summer Lane Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Floyd & Company, CPA


February 28, 1998













Witt, Mares & Company, PLC
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT

The Partners
Victoria Limited Partnership

We have audited the accompanying balance sheets of Victoria Limited
Partnership (a Virginia Limited Partnership), as of December 31, 1997 and
1996, 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.
The financial statements as of December 31, 1996, were audited by Graham
Carter & Jennings, PLC, who merged with Witt, Mares & Company, PLC as of
December 1, 1997, whose report dated February 3, 1997 expressed an
unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
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 Victoria Limited.
Partnership as of December 31, 1997 and 1996, and the results of its
operations, changes in partner's equity and 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 12, 1998 on our consideration of Victoria Limited
Partnership's internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants.

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 17 and 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 financial statements take as a whole.

Newport News, Virginia

February 12, 1998

STANCIL & COMPANY

INDEPENDENT AUDITORS' REPORT

To the Partners of
Village Terrace Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Village Terrace Limited
Partnership as of December 31, 1997 and 1996 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 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 Village Terrace Limited
Partnership as of December 31, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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 11 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 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.



Raleigh, North Carolina
February 5, 1998



CERTIFIED PUBLIC ACCOUNTANTS
MANAGEMENT CONSULTANTS





STIENESSEN - SCHLEGEL & CO.
LIMITED LIABILITY COMPANY

CERTIFIED PUBLIC ACCOUNTANTS

Independent Auditor's Report

To the Partners
Woodfield Commons Limited Partnership

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

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

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

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 and 14 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.



CERTIFIED PUBLIC ACCOUNTANTS
January 26, 1998

2411 N. HILLCREST PARKWAY, P.O. BOX 810, EAU CLAIRE, WI 54702-0810 -
PHONE(715) 832-3425 - FAX(715) 832-1665

-I-



Mary K. Flegal
Certified Public Accountant

INDEPENDENT AUDITOR'S REPORT


To the Partners
Fawn River Apartments

I have audited the accompanying balance sheets of Fawn River Apartments (a
partnership) Project #26-078-382856293 as of December 31, 1996 and 1995,
and
the related statements of operations, partners' deficit and cash flows for
the years ended December 31, 1996 and 1995.  These financial statements are
the responsibility of the Project's management.  My responsibility is to
express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards and standards for financial and compliance audits contained in
the
Standards for Audit of Governmental Organizations, Programs, Activities and
Functions, Issued by the U.S. General Accounting Office.  Those standards
require that I plan and perform the audit to obtain reasonable assurance
about
whether 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.

The financial statements include only the assets, liabilities and
operations
of Fawn River Apartments Project #26-078-382856293 and do not include any
other assets, liabilities or operations of the Partnership.

In my opinion, the financial statements referred to above present fairly,
in
all material respects, the assets, liabilities and partners' deficit of
Fawn
River Apartments Project #26-078-382856293 as of December 31, 1996 and
1995,
and its operations, partners' deficit and cash flows for the years ended
December 31, 1996 and 1995.

In accordance with Government Auditing Standards, I have also issued a
report dated January 17, 1997, on my consideration of Fawn River Apartments
Project #26-078-38285693 internal control structure and a report dazed
January
17, 1997, on its compliance with laws and regulations.

MARY K. FLEGAL
January 17, 1997
The Waters Edge, Second Floor - 5930 Lovers Lane Portage, Michigan 49002
Phone (616) 383-1900



FLOYD & COMPANY, CPA
Certified Public Accountant
306 Commercial Ave, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT


To the General Partners of
Hillmont Village Limited Partnership

We have audited the accompanying balance sheets of Hillmont Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

The financial statement information for the year ending December 31, 1995
was audited by another independent certified public accountant who
expressed and unqualified opinion dated March 16, 1996.

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 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 Hillmont Village
Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.


Floyd & Company, CPA

February 28, 1997

Schonwit & Associates
Certified Public Accountant
5 Anton Boulevard, Suite 500
Costa Mesa, California 92626
(714) 437-1025   FAX (714) 957-1678

INDEPENDENT AUDITOR'S REPORT

To the Partners
La Gema Del Barrio, A California Limited Partnership

I have audited the accompanying balance sheet of La Gema Del Barrio, A
California Limited Partnership, as of December 31, 1996, and the related
statements of operations, partners' equity, and cash flows for the year
then ended.  These financial statements are the responsibility of the
partnership's management.  My responsibility is to express an opinion on
these financial statements based on my audit.  The financial statements of
La Gema Del Barrio, a California Limited Partnership, for the year ended
December 31, 1995, as presented herein, were examined by another auditor
whose report dated April4, 1996, expressed an unqualified opinion on those
financial statements.

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 accompanying financial statements referred to above
present fairly, in all material respects, the financial position of La Gema
Del Barrio, A California Limited Partnership as of December 31, 1996, and
the results of its operations, the changes in partners' equity, and cash
flows for the year then ended in conformity with generally accepted
accounting principles.

My audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
page 6 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 my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


SCHONWIT & ASSOCIATES

February 14, 1997





Burke & Rea
Edward T. Burke, C.P.A
Bernard E. Rea,  C.P.A


To the Partners
Maidu Properties
(A California Limited Partnership)
Rocklin, California


We have audited the accompanying balance sheets of Maidu Properties (A
California Limited Partnership), as of December 31, 1996 and 1995 and the
related statements of income, partners' equity, and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Maidu Properties  (A
California Limited Partnership) as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information for
the years ended December 31, 1996 and 1995, on pages 13 and 14, 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 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.

Burke & Rea

Stockton, California
April 4, 1997

P.O. Box 4632
Stcokton, CA  95204
Telephone 209/933-9113
Fax 209/933-9115




H M & R P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS'REPORT




To the Partners
Montague Place Limited Partnership
Lansing, Michigan


We have audited the accompanying balance sheets of Montague Place Limited
Partnership (a Michigan limited partnership), FMHA Project.  No. 26-079-
0382937919 as of December 31, 1996 and 1995, and the related to statements
of operations, partners'
equity and cash flows for the years then ended.  These financial statements
are the responsibility of the partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards.  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 Montague Place Limited
Partnership as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on
pages 11 to 20 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  This information has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, the information is fairly stated
in all material respects in relation to the basic financial statements
taken as a whole.

Henderson, Miller & Robbins, P.C.
Lansing, Michigan
February 4, 1997

HENDERSON, MILLER & ROBBINS, RC. 1375 S. WASHINGTON Ave.  Lansing MI 48910
517) 372-6565 - FAX (517) 372-6571


FLOYD & COMPANY
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone:(912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Oakland Village Limited Partnership

We have audited the accompanying balance sheets of Oakland Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
related statements of operations, partners' equity (deficit) and cash flows
for the year then ended.  These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

The financial statement information for the year ending December 31, 1995
was audited by another independent certified public accountant who
expressed and unqualified opinion dated March 16, 1996.

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 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, financial statements referred to above present fairly, in
all material respects, the financial position of Oakland Village Limited
Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Floyd & Company, CPA



February 28, 1997



FLOYD & COMPANY, CPA
Certified Public Accountant
306 Commercial Drive, Suite 202
Savannah, Georgia 31406
Phone: (912) 355-9969
Post Office Box 14251
Savannah, Georgia 31416

INDEPENDENT AUDITORS' REPORT

To the General Partners of
Summer Lane Limited Partnership

We have audited the accompanying balance sheets of Summer Lane
Limited Partnership (a Georgia Limited Partnership) as of
December 31, 1996 and the related statements of operations,
partners, equity (deficit) and cash flows for the year then
ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

The financial statement information for the year ending December
31, 1995 was audited by another independent certified public
accountant who expressed and unqualified opinion dated March 16,
1996.

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 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 Summer Lane Limited Partnership (a Georgia Limited
Partnership) as of December 31, 1996 and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Floyd & Company, CPA



February 28, 1999








<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                           BALANCE SHEETS

                      March 31, 1999 and 1998

<TABLE>
                                                       Total
                                            ---------------------
-----
                                                1999
1998
                                            -----------   -------
----
<S>                                         <C>           <C>
                           ASSETS

  INVESTMENTS IN OPERATING LIMITED
     PARTNERSHIPS (notes A and C)         $ 52,816,616
$60,839,977

  OTHER ASSETS

     Cash and cash equivalents (notes A
        and E)                                 528,030
693,751
     Investments held to maturity
     (notes A and G)                         1,062,515
917,497

     Notes receivable (note F)                 543,584
604,695

     Deferred acquisition costs, net of
        accumulated amortization (notes
        A and C)                             1,141,198
1,189,760
     Other                                     556,163
387,808
                                            -----------   -------
----
                                          $ 56,648,106
$64,633,488
                                            ===========
===========
      LIABILITIES AND PARTNERS' CAPITAL

  LIABILITIES

     Accounts payable - affiliates
        (note B)                          $ 16,817,686
$14,237,489

     Capital contributions payable
        (note C)                               368,417
368,417
                                            -----------   -------
----
                                            17,186,103
14,605,906
                                            -----------   -------
----


 PARTNERS' CAPITAL (note A)

     Assignor limited partner

        Units of limited partnership
            interest consisting of
            20,000,000 authorized
            beneficial assignee
            certificates (BAC), $10
            stated value, 18,679,738
            issued and outstanding to
            the assignees at March 31,
            1999 and 1998                            -
-
     Assignees

        Units of beneficial interest of
            the limited partnership
            interest of the assignor
            limited partner, 18,679,738
            issued and outstanding at
            March 31, 1999 and 1998         40,684,097
51,144,019
     General partner                        (1,222,094)
(1,116,437)
                                            -----------   -------
----
                                            39,462,003
50,027,582
                                            -----------   -------
----
                                          $ 56,648,106
$64,633,488
                                            ===========
===========
</TABLE>

                            (continued)

                                F-5

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1999 and 1998

<TABLE>
                                                     Series 7
                                            ---------------------
-----
                                                1999
1998
                                            -----------   -------
----
<S>                                         <C>           <C>
                           ASSETS

  INVESTMENTS IN OPERATING LIMITED
     PARTNERSHIPS (notes A and C)         $    974,248   $
1,485,326

  OTHER ASSETS

     Cash and cash equivalents (notes A
        and E)                                   8,529
7,134
     Investments held to maturity
     (notes A and G)                                 -
-

     Notes receivable (note F)                       -
-

     Deferred acquisition costs, net of
        accumulated amortization (notes
        A and C)                                     -
-
     Other                                      46,618
16,450
                                            -----------   -------
----
                                          $  1,029,395   $
1,508,910
                                            ===========
===========
      LIABILITIES AND PARTNERS' CAPITAL

  LIABILITIES

     Accounts payable - affiliates
        (note B)                          $  1,020,834   $
860,885

     Capital contributions payable
        (note C)                                     -
-
                                            -----------   -------
----
                                             1,020,834
860,885
                                            -----------   -------
----


 PARTNERS' CAPITAL (note A)

     Assignor limited partner

        Units of limited partnership
            interest consisting of
            20,000,000 authorized
            beneficial assignee
            certificates (BAC), $10
            stated value, 1,036,100
            issued and outstanding to
            the assignees at March 31,
            1999 and 1998                            -
-
     Assignees

        Units of beneficial interest of
            the limited partnership
            interest of the assignor
            limited partner, 1,036,100
            issued and outstanding at
            March 31, 1999 and 1998             98,402
731,471
     General partner                           (89,841)
(83,446)
                                            -----------   -------
----
                                                 8,561
648,025
                                            -----------   -------
----
                                          $  1,029,395   $
1,508,910
                                            ===========
===========
</TABLE>

                            (continued)

                                F-6

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1999 and 1998

<TABLE>
                                                     Series 9
                                            ---------------------
-----
                                                1999
1998
                                            -----------   -------
----
<S>                                         <C>           <C>
                           ASSETS

  INVESTMENTS IN OPERATING LIMITED
     PARTNERSHIPS (notes A and C)         $  9,083,730
$10,821,707

  OTHER ASSETS

     Cash and cash equivalents (notes A
        and E)                                 143,538
267,915
     Investments held to maturity
     (notes A and G)                           252,699
249,497

     Notes receivable (note F)                       -
-

     Deferred acquisition costs, net of
        accumulated amortization (notes
        A and C)                                20,442
21,312
     Other                                     154,191
47,650
                                            -----------   -------
----
                                          $  9,654,600
$11,408,081
                                            ===========
===========
              LIABILITIES AND PARTNERS' CAPITAL

  LIABILITIES

     Accounts payable - affiliates
        (note B)                          $  4,032,944   $
3,457,163

     Capital contributions payable
        (note C)                                 4,590
4,590
                                            -----------   -------
----
                                             4,037,534
3,461,753
                                            -----------   -------
----
  PARTNERS' CAPITAL (note A)
     Assignor limited partner

        Units of limited partnership
            interest consisting of
            20,000,000 authorized
            beneficial assignee
            certificates (BAC), $10
            stated value, 4,178,029
            issued and outstanding to
            the assignees at March 31,
            1999 and 1998                            -
-
     Assignees

        Units of beneficial interest of
            the limited partnership
            interest of the assignor
            limited partner, 4,178,029
            issued and outstanding at
            March 31, 1999 and 1998          5,921,235
8,227,204
     General partner                          (304,169)
(280,876)
                                            -----------   -------
----
                                             5,617,066
7,946,328
                                            -----------   -------
----
                                          $  9,654,600
$11,408,081
                                            ===========
===========
</TABLE>

                            (continued)

                                F-7

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1999 and 1998

<TABLE>
                                                     Series 10
                                            ---------------------
-----
                                                1999
1998
                                            -----------   -------
----
<S>                                         <C>           <C>
                           ASSETS

  INVESTMENTS IN OPERATING LIMITED
     PARTNERSHIPS (notes A and C)         $  7,305,952   $
8,211,459

  OTHER ASSETS

     Cash and cash equivalents (notes A
        and E)                                  33,116
41,484
     Investments held to maturity
     (notes A and G)                            84,983
83,000

     Notes receivable (note F)                       -
-

     Deferred acquisition costs, net of
        accumulated amortization (notes
        A and C)                                80,872
84,314
     Other                                      42,354
39,662
                                            -----------   -------
----
                                          $  7,547,277   $
8,459,919
                                            ===========
===========
              LIABILITIES AND PARTNERS' CAPITAL

  LIABILITIES

     Accounts payable - affiliates
        (note B)                          $  2,694,984   $
2,339,472

     Capital contributions payable
        (note C)                                     -
-
                                            -----------   -------
----
                                             2,694,984
2,339,472
                                            -----------   -------
----
  PARTNERS' CAPITAL (note A)
     Assignor limited partner

        Units of limited partnership
            interest consisting of
            20,000,000 authorized
            beneficial assignee
            certificates (BAC), $10
            stated value, 2,428,925
            issued and outstanding to
            the assignees at March 31,
            1999 and 1998                            -
-
     Assignees

        Units of beneficial interest of
            the limited partnership
            interest of the assignor
            limited partner, 2,428,925
            issued and outstanding at
            March 31, 1999 and 1998          5,014,583
6,270,055
     General partner                          (162,290)
(149,608)
                                            -----------   -------
----
                                             4,852,293
6,120,447
                                            -----------   -------
----
                                          $  7,547,277   $
8,459,919
                                            ===========
===========
</TABLE>

                            (continued)

                                F-8

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1999 and 1998

<TABLE>
                                                    Series 11
                                           ----------------------
----
                                               1999
1998
                                            ----------     ------
-----
<S>                                         <C>           <C>
                           ASSETS

  INVESTMENTS IN OPERATING LIMITED
     PARTNERSHIPS (notes A and C)         $ 8,819,044    $
9,872,942

  OTHER ASSETS

     Cash and cash equivalents (notes A
        and E)                                 95,122
38,800
     Investments held to maturity
     (notes A and G)                          221,589
249,000

     Notes receivable (note F)                      -
-

     Deferred acquisition costs, net of
        accumulated amortization (notes
        A and C)                               40,991
42,735
     Other                                     54,797
47,290
                                           ----------     -------
-----
                                          $ 9,231,543    $
10,250,767
                                           ==========
============
             LIABILITIES AND PARTNERS' CAPITAL

  LIABILITIES

     Accounts payable - affiliates
        (note B)                          $ 1,951,834    $
1,625,754

     Capital contributions payable
        (note C)                               22,528
22,528
                                           ----------     -------
-----
                                            1,974,362
1,648,282
                                           ----------     -------
-----
  PARTNERS' CAPITAL (note A)
     Assignor limited partner

        Units of limited partnership
            interest consisting of
            20,000,000 authorized
            beneficial assignee
            certificates (BAC), $10
            stated value, 2,489,599
            issued and outstanding to
            the assignees at March 31,
            1999 and 1998                           -
-
     Assignees

        Units of beneficial interest of
            the limited partnership
            interest of the assignor
            limited partner, 2,489,599
            issued and outstanding at
            March 31, 1999 and 1998         7,399,294
8,731,145
     General partner                         (142,113)
(128,660)
                                           ----------     -------
-----
                                            7,257,181
8,602,485
                                           ----------     -------
-----
                                          $ 9,231,543    $
10,250,767
                                           ==========
============
</TABLE>

                            (continued)

                                F-9

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1999 and 1998

<TABLE>
                                                     Series 12
                                            ---------------------
-----
                                                1999
1998
                                            -----------   -------
----
<S>                                         <C>           <C>
                           ASSETS

  INVESTMENTS IN OPERATING LIMITED
     PARTNERSHIPS (notes A and C)         $  9,338,564
$10,585,841

  OTHER ASSETS

     Cash and cash equivalents (notes A
        and E)                                  82,710
21,827
     Investments held to maturity
     (notes A and G)                                 -
-

     Notes receivable (note F)                       -
61,111

     Deferred acquisition costs, net of
        accumulated amortization (notes
        A and C)                               312,945
326,262
     Other                                      68,425
59,831
                                            -----------   -------
----
                                          $  9,802,644
$11,054,872
                                            ===========
===========
              LIABILITIES AND PARTNERS' CAPITAL

  LIABILITIES

     Accounts payable - affiliates
        (note B)                          $  2,473,495   $
2,067,156

     Capital contributions payable
        (note C)                                11,405
11,405
                                            -----------   -------
----
                                             2,484,900
2,078,561
                                            -----------   -------
----
  PARTNERS' CAPITAL (note A)
     Assignor limited partner

        Units of limited partnership
            interest consisting of
            20,000,000 authorized
            beneficial assignee
            certificates (BAC), $10
            stated value, 2,972,795
            issued and outstanding to
            the assignees at March 31,
            1999 and 1998                            -
-
     Assignees

        Units of beneficial interest of
            the limited partnership
            interest of the assignor
            limited partner, 2,972,795
            issued and outstanding at
            March 31, 1999 and 1998          7,501,826
9,143,807
     General partner                          (184,082)
(167,496)
                                            -----------   -------
----
                                             7,317,744
8,976,311
                                            -----------   -------
----
                                          $  9,802,644
$11,054,872
                                            ===========
===========
</TABLE>

                            (continued)

                                F-10

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                     BALANCE SHEETS - CONTINUED

                      March 31, 1999 and 1998

<TABLE>
                                                     Series 14
                                            ---------------------
-----
                                                1999
1998
                                            -----------   -------
----
<S>                                         <C>           <C>
                           ASSETS

  INVESTMENTS IN OPERATING LIMITED
     PARTNERSHIPS (notes A and C)         $ 17,295,078
$19,862,702

  OTHER ASSETS

     Cash and cash equivalents (notes A
        and E)                                 165,015
316,591
     Investments held to maturity
     (notes A and G)                           503,244
336,000

     Notes receivable (note F)                 543,584
543,584

     Deferred acquisition costs, net of
        accumulated amortization (notes
        A and C)                               685,948
715,137
     Other                                     189,778
176,925
                                            -----------   -------
----
                                          $ 19,382,647
$21,950,939
                                            ===========
===========
              LIABILITIES AND PARTNERS' CAPITAL

  LIABILITIES

     Accounts payable - affiliates
        (note B)                          $  4,643,595   $
3,887,059

     Capital contributions payable
        (note C)                               329,894
329,894
                                            -----------   -------
----
                                             4,973,489
4,216,953
                                            -----------   -------
----
  PARTNERS' CAPITAL (note A)
     Assignor limited partner

        Units of limited partnership
            interest consisting of
            20,000,000 authorized
            beneficial assignee
            certificates (BAC), $10
            stated value, 5,574,290
            issued and outstanding to
            the assignees at March 31,
            1999 and 1998                            -
-
     Assignees

        Units of beneficial interest of
            the limited partnership
            interest of the assignor
            limited partner, 5,574,290
            issued and outstanding at
            March 31, 1999 and 1998         14,748,757
18,040,337
     General partner                          (339,599)
(306,351)
                                            -----------   -------
----
                                            14,409,158
17,733,986
                                            -----------   -------
----
                                          $ 19,382,647
$21,950,939
                                            ===========
===========
</TABLE>

                 See notes to financial statements

                                F-11

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                      STATEMENTS OF OPERATIONS

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Total
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Income
     Interest income                          $      73,186
$      41,471       $     155,501
     Miscellaneous income                            37,206
1,442                   -
                                               ------------
------------        -------------
                                                    110,392
42,913             155,501
                                               ------------
------------        -------------

  Share of losses (income) from
     operating limited partnerships
     (note A)                                    (7,498,353)*
(8,573,433)        (10,464,997)
                                               ------------
------------        -------------
  Expenses
     Professional fees                              229,416
228,290             315,326

     Partnership management fee (note
        B)                                        2,299,147
2,314,373           2,273,826

     Amortization (note A)                           48,562
48,561              58,391
     Impairment loss (note A)                       468,736
-                   -

     General and administrative
        expenses
        (note B)                                    131,757
191,817             133,901
                                               ------------
------------        -------------
                                                  3,177,618
2,783,041           2,781,444
                                               ------------
------------        -------------

        NET LOSS (note A)                     $ (10,565,579)
$ (11,313,561)      $ (13,090,940)
                                               ============
============        =============

  Net loss allocated to general partner       $    (105,657)
$    (113,136)      $    (130,909)
                                               ============
============        =============

  Net loss allocated to assignees             $ (10,459,922)
$ (11,200,425)      $ (12,960,031)
                                               ============
============        =============

  Net loss per BAC                            $       (0.56)
$       (0.60)      $       (0.69)
                                               ============
============        =============
</TABLE>

  *  Includes loss on disposal of operating limited partnership
     (Series 10) of $235,446.

                            (continued)

                                F-12
<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 7
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Income
     Interest income                          $         162
$         257       $         222
     Miscellaneous income                               150
-                   -
                                               ------------
------------        -------------
                                                        312
257                 222
                                               ------------
------------        -------------

  Share of losses from operating limited
     partnerships (note A)                         (255,660)
(286,041)         (1,126,341)
                                               ------------
------------        -------------
  Expenses
     Professional fees                               18,264
16,079              20,369

     Partnership management fee (note
        B)                                          103,589
111,089             106,774

     Amortization (note A)                                -
-                   -
     Impairment loss (note A)                       255,418
-                   -

     General and administrative
        expenses
        (note B)                                      6,845
8,522               6,248
                                               ------------
------------        -------------
                                                    384,116
135,690             133,391
                                               ------------
------------        -------------

        NET LOSS (note A)                     $    (639,464)
$    (421,474)      $  (1,259,510)
                                               ============
============        =============

  Net loss allocated to general partner       $      (6,395)
$      (4,215)      $     (12,595)
                                               ============
============        =============

  Net loss allocated to assignees             $    (633,069)
$    (417,259)      $  (1,246,915)
                                               ============
============        =============

  Net loss per BAC                            $       (0.61)
$       (0.40)      $       (1.20)
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-13

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 9
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Income
     Interest income                          $      22,140
$      16,101       $      17,468
     Miscellaneous income                             3,472
87                   -
                                               ------------
------------        -------------
                                                     25,612
16,188              17,468
                                               ------------
------------        -------------

  Share of losses (income) from
     operating limited partnerships
     (note A)                                    (1,736,728)
(1,699,785)         (2,660,814)
                                               ------------
------------        -------------
  Expenses
     Professional fees                               39,133
35,520              36,729

     Partnership management fee (note
        B)                                          552,372
547,218             539,985

     Amortization (note A)                              870
870                 870
     Impairment loss (note A)                             -
-                   -

     General and administrative
        expenses
        (note B)                                     25,771
32,138              25,333
                                               ------------
------------        -------------
                                                    618,146
615,746             602,917
                                               ------------
------------        -------------

        NET LOSS (note A)                     $  (2,329,262)
$  (2,299,343)      $  (3,246,263)
                                               ============
============        =============

  Net loss allocated to general partner       $     (23,293)
$     (22,993)      $     (32,463)
                                               ============
============        =============

  Net loss allocated to assignees             $  (2,305,969)
$  (2,276,350)      $  (3,213,800)
                                               ============
============        =============

  Net loss per BAC                            $       (0.55)
$       (0.55)      $       (0.77)
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-14

<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 10
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Income
     Interest income                          $       5,647
$       3,695       $       3,951

     Miscellaneous income                                 -
-                   -
                                               ------------
------------        -------------
                                                      5,647
3,695               3,951
                                               ------------
------------        -------------

  Share of losses (income) from
     operating limited partnerships
     (note A)                                      (897,590)*
(1,008,105)         (1,166,928)
                                               ------------
------------        -------------
  Expenses
     Professional fees                               31,182
31,229              30,509

     Partnership management fee (note
        B)                                          324,577
321,682             324,407

     Amortization (note A)                            3,441
3,441               3,442
     Impairment loss (note A)                             -
-                   -

     General and administrative
        expenses
        (note B)                                     17,011
30,588              20,187
                                               ------------
------------        -------------
                                                    376,211
386,940             378,545
                                               ------------
------------        -------------

        NET LOSS (note A)                     $  (1,268,154)
$  (1,391,350)      $  (1,541,522)
                                               ============
============        =============

  Net loss allocated to general partner       $     (12,682)
$     (13,913)      $     (15,415)
                                               ============
============        =============

  Net loss allocated to assignees             $  (1,255,472)
$  (1,377,437)      $  (1,526,107)
                                               ============
============        =============

  Net loss per BAC                            $       (0.52)
$       (0.57)      $       (0.63)
                                               ============
============        =============
</TABLE>

  *  Includes loss on disposal of operating limited partnership
     (Series 10) of $235,446.

                            (continued)

                                F-15
<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 11
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Income
     Interest income                          $      14,804
$       5,610       $       5,692
     Miscellaneous income                             5,091
5                   -
                                               ------------
------------        -------------
                                                     19,895
5,615               5,692
                                               ------------
------------        -------------

  Share of income (losses) from
     operating limited partnerships
     (note A)                                      (931,161)
(1,197,310)            579,030
                                               ------------
------------        -------------
  Expenses

     Professional fees                               29,826
30,344              30,044

     Partnership management fee (note
        B)                                          300,795
298,613             291,053

     Amortization (note A)                            1,744
1,744               1,745
     Impairment loss (note A)                        84,701
-                   -

     General and administrative
        expenses
        (note B)                                     16,972
26,890              17,211
                                               ------------
------------        -------------
                                                    434,038
357,591             340,053
                                               ------------
------------        -------------

        NET LOSS (note A)                     $  (1,345,304)
$  (1,549,286)      $     244,669
                                               ============
============        =============

  Net income (loss) allocated to general
     partner                                  $     (13,453)
$     (15,493)      $       2,447
                                               ============
============        =============
  Net income (loss) allocated to
     assignees                                $  (1,331,851)
$  (1,533,793)      $     242,222
                                               ============
============        =============

  Net income (loss) per BAC                   $       (0.53)
$       (0.61)      $       0.10
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-16

<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 12
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Income
     Interest income                          $         805
$         228       $       2,674
     Miscellaneous income                            10,846
-                   -
                                               ------------
------------        -------------
                                                     11,651
228               2,674
                                               ------------
------------        -------------
  Share of losses from operating limited
     partnerships (note A)                       (1,122,280)
(1,350,247)         (1,939,765)
                                               ------------
------------        -------------
  Expenses

     Professional fees                               36,772
42,629              46,798

     Partnership management fee (note
        B)                                          347,246
360,155             347,953

     Amortization (note A)                           13,317
13,317              13,317
     Impairment loss (note A)                       128,617
-                   -

     General and administrative
        expenses
        (note B)                                     21,986
28,461              23,195
                                               ------------
------------        -------------
                                                    547,938
444,562             431,263
                                               ------------
------------        -------------

        NET LOSS (note A)                     $  (1,658,567)
$  (1,794,581)      $  (2,368,354)
                                               ============
============        =============

  Net loss allocated to general partner       $     (16,586)
$     (17,946)      $     (23,684)
                                               ============
============        =============

  Net loss allocated to assignees             $  (1,641,981)
$  (1,776,635)      $  (2,344,670)
                                               ============
============        =============

  Net loss per BAC                            $       (0.55)
$       (0.60)      $       (0.79)
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-17
<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 14
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Income
     Interest income                          $      29,628
$      15,580       $     125,494
     Miscellaneous income                            17,647
1,350                   -
                                               ------------
------------        -------------
                                                     47,275
16,930             125,494
                                               ------------
------------        -------------
  Share of losses from operating limited
     partnerships (note A)                       (2,554,934)
(3,031,945)         (4,150,179)
                                               ------------
------------        -------------
  Expenses

     Professional fees                               74,239
72,489             150,877

     Partnership management fee (note
        B)                                          670,568
675,616             663,654

     Amortization (note A)                           29,189
29,189              39,017
     Impairment loss (note A)                             -
-                   -

     General and administrative
        expenses
        (note B)                                     43,173
65,218              41,727
                                               ------------
------------        -------------
                                                    817,169
842,512             895,275
                                               ------------
------------        -------------
        NET LOSS (note A)                     $  (3,324,828)
$  (3,857,527)      $  (4,919,960)
                                               ============
============        =============

  Net loss allocated to general partner       $     (33,248)
$     (38,575)      $     (49,200)
                                               ============
============        =============

  Net loss allocated to assignees             $  (3,291,580)
$  (3,818,952)      $  (4,870,760)
                                               ============
============        =============

  Net loss per BAC                            $       (0.59)
$       (0.69)      $       (0.87)
                                               ============
============        =============
</TABLE>

                 See notes to financial statements

                                F-18
<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

General
                   Total                         Assignees
partner              Total
  --------------------------------------       ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Partners' capital (deficit), March 31,
     1996                                     $  75,304,476
$    (872,393)      $  74,432,083

  Net loss                                      (12,960,031)
(130,909)        (13,090,940)
                                               ------------
------------        -------------

  Partners' capital (deficit), March 31,
     1997                                        62,344,445
(1,003,302)         61,341,143

  Net loss                                      (11,200,426)
(113,135)        (11,313,561)
                                               ------------
------------        -------------

  Partners' capital (deficit), March 31,
     1998                                        51,144,019
(1,116,437)         50,027,582

  Net loss                                      (10,459,922)
(105,657)        (10,565,579)
                                               ------------
------------        -------------

  Partners' capital (deficit), March 31,
     1999                                     $  40,684,097
$  (1,222,094)      $  39,462,003
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-19

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

General
                 Series 7                        Assignees
partner              Total
  --------------------------------------       ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Partners' capital (deficit), March 31,
     1996                                     $   2,395,645
$     (66,636)      $   2,329,009

  Net loss                                       (1,246,915)
(12,595)         (1,259,510)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1997                                         1,148,730
(79,231)          1,069,499

  Net loss                                         (417,259)
(4,215)           (421,474)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1998                                           731,471
(83,446)            648,025

  Net loss                                         (633,069)
(6,395)           (639,464)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1999                                     $      98,402
$     (89,841)      $       8,561
                                               ============
============        =============
</TABLE>
<TABLE>

General
                 Series 9                        Assignees
partner              Total
  --------------------------------------       ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Partners' capital (deficit), March 31,
     1996                                     $  13,717,355
$    (225,421)      $  13,491,934

  Net loss                                       (3,213,801)
(32,462)         (3,246,263)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1997                                        10,503,554
(257,883)         10,245,671

  Net loss                                       (2,276,350)
(22,993)         (2,299,343)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1998                                         8,227,204
(280,876)          7,946,328

  Net loss                                       (2,305,969)
(23,293)         (2,329,262)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1999                                     $   5,921,235
$    (304,169)      $   5,617,066
                                               ============
============        =============
</TABLE>
                            (continued)

                                F-20
<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

General
                 Series 10                       Assignees
partner              Total
  --------------------------------------       ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Partners' capital (deficit), March 31,
     1996                                     $   9,173,599
$    (120,280)      $   9,053,319

  Net loss                                       (1,526,107)
(15,415)         (1,541,522)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1997                                         7,647,492
(135,695)          7,511,797

  Net loss                                       (1,377,437)
(13,913)         (1,391,350)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1998                                         6,270,055
(149,608)          6,120,447

  Net loss                                       (1,255,472)
(12,682)         (1,268,154)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1999                                     $   5,014,583
$    (162,290)      $   4,852,293
                                               ============
============        =============
</TABLE>
<TABLE>

General
                 Series 11                       Assignees
partner              Total
  --------------------------------------       ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Partners' capital (deficit), March 31,
     1996                                     $  10,022,716
$    (115,614)      $   9,907,102

  Net income                                        242,222
2,447             244,669
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1997                                        10,264,938
(113,167)         10,151,771

  Net loss                                       (1,533,793)
(15,493)         (1,549,286)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1998                                         8,731,145
(128,660)          8,602,485

  Net loss                                       (1,331,851)
(13,453)         (1,345,304)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1999                                     $   7,399,294
$    (142,113)      $   7,257,181
                                               ============
============        =============
</TABLE>
                            (continued)

                                F-21
<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

General
                Series 12                        Assignees
partner              Total
  --------------------------------------       ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Partners' capital (deficit), March 31,
     1996                                     $  13,265,112
$    (125,866)      $  13,139,246

  Net loss                                       (2,344,670)
(23,684)         (2,368,354)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1997                                        10,920,442
(149,550)         10,770,892

  Net loss                                       (1,776,635)
(17,946)         (1,794,581)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1998                                         9,143,807
(167,496)          8,976,311

  Net loss                                       (1,641,981)
(16,586)         (1,658,567)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1999                                     $   7,501,826
$    (184,082)      $   7,317,744
                                               ============
============        =============
</TABLE>
<TABLE>

General
                 Series 14                       Assignees
partner              Total
  --------------------------------------       ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Partners' capital (deficit), March 31,
     1996                                     $  26,730,049
$    (218,576)      $  26,511,473

  Net loss                                       (4,870,760)
(49,200)         (4,919,960)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1997                                        21,859,289
(267,776)         21,591,513

  Net loss                                       (3,818,952)
(38,575)         (3,857,527)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1998                                        18,040,337
(306,351)         17,733,986

  Net loss                                       (3,291,580)
(33,248)         (3,324,828)
                                               ------------
------------        -------------
  Partners' capital (deficit), March 31,
     1999                                     $  14,748,757
$    (339,599)      $  14,409,158
                                               ============
============        =============
</TABLE>
                 See notes to financial statements

                                F-22
<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                      STATEMENTS OF CASH FLOWS

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Total
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Cash flows from operating activities
     Net loss                                 $ (10,565,579)
$ (11,313,561)      $ (13,090,940)
     Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities

        Distribution from operating
            limited partnerships                     57,177
44,006             106,453

        Share of losses from operating
            limited partnerships                  7,498,353
8,573,433          10,464,997
        Impairment loss                             468,736
-                   -
        Amortization                                 48,562
48,561              58,391

        Changes in assets and
            liabilities

            Accounts payable and accrued
               expenses                           2,580,197
2,582,855           2,521,041
            Other assets                            (39,931)
(2,897)              2,297
                                               ------------
------------        -------------

                Net cash provided by
                  (used in) operating
                  activities                         47,515
(67,603)             62,239
                                               ------------
------------        -------------

  Cash flows from investing activities

     Capital contributions paid to
        operating limited partnerships               (2,543)
(18,000)           (620,884)

     Repayment from (advance to)
        operating limited partnerships              (65,675)
(28,474)            421,684

     Purchase of investments (net of
        proceeds from redemption of
        investments)                               (145,018)
(917,497)                  -
                                               ------------
------------        -------------

               Net cash used in
                  investing activities             (213,236)
(963,971)           (199,200)
                                               ------------
------------        -------------


                NET DECREASE IN CASH AND
                  CASH EQUIVALENTS                 (165,721)
(1,031,574)           (136,961)

  Cash and cash equivalents, beginning              693,751
1,725,325           1,862,286
                                               ------------
------------        -------------

  Cash and cash equivalents, end              $     528,030
$     693,751       $   1,725,325
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-23

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Total
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Supplemental schedule of noncash
  investing and financing activities

     The partnership has decreased its
        capital contribution obligation
        to the operating limited
        partnerships for low income tax
        credits not generated                 $           -
$         681       $       8,572
                                               ============
============        =============

     The partnership has adjusted its
        investment in operating limited
        partnerships for low income tax
        credits not generated                 $      14,468
$      14,988       $      20,969
                                               ============
============        =============

     The partnership has applied notes
        receivable and advances against
        installments of capital
        contributions                         $           -
$           -       $     902,811
                                               ============
============        =============

     The partnership has increased its
        investment in operating limited
        partnerships for releases from
        escrows                               $      12,830
$           -       $           -
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-24

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 7
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Cash flows from operating activities
     Net loss                                 $    (639,464)
$    (421,474)      $  (1,259,510)
     Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities

        Distribution from operating
            limited partnerships                          -
-                   -

        Share of losses from operating
            limited partnerships                    255,660
286,041           1,126,341
        Impairment loss                             255,418
-                   -
        Amortization                                      -
-                   -

        Changes in assets and
            liabilities

            Accounts payable and accrued
               expenses                             159,949
130,559             140,303
            Other assets                                  -
-                   -
                                               ------------
------------        -------------

               Net cash provided by
                  (used in) operating
                  activities                         31,563
(4,874)              7,134
                                               ------------
------------        -------------

  Cash flows from investing activities

     Capital contributions paid to
        operating limited partnerships                    -
-                   -

     Repayment from (advance to)
        operating limited partnerships              (30,168)
-                   -

     Purchase of investments (net of
        proceeds from redemption of
        investments)                                      -
-                   -
                                               ------------
------------        -------------

               Net cash used in
                  investing activities              (30,168)
-                   -
                                               ------------
------------        -------------


               NET INCREASE (DECREASE)
                  IN CASH AND CASH
                  EQUIVALENTS                         1,395
(4,874)              7,134

  Cash and cash equivalents, beginning                7,134
12,008               4,874
                                               ------------
------------        -------------

  Cash and cash equivalents, end              $       8,529
$       7,134       $      12,008
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-25

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 7
                                               ------------------
----------------------------------
                                                   1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Supplemental schedule of noncash
  investing and financing activities

     The partnership has decreased its
        capital contribution obligation
        to the operating limited
        partnerships for low income tax
        credits not generated                 $           -
$           -       $           -
                                               ============
============        =============

     The partnership has adjusted its
        investment in operating limited
        partnerships for low income tax
        credits not generated                 $           -
$           -       $           -
                                               ============
============        =============

     The partnership has applied notes
        receivable and advances against
        installments of capital
        contributions                         $           -
$           -       $           -
                                               ============
============        =============

     The partnership has increased its
        investment in operating limited
        partnerships for releases from
        escrows                               $           -
$           -       $           -
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-26

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 9
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Cash flows from operating activities
     Net loss                                 $  (2,329,262)
$  (2,299,343)      $  (3,246,263)
     Adjustments to reconcile net loss
     to net cash used in operating
     activities

        Distribution from operating
            limited partnerships                      1,249
3,390               4,980

        Share of income (losses) from
            operating limited
            partnerships                          1,736,728
1,699,785           2,660,814
        Impairment loss                                   -
-                   -
        Amortization                                    870
870                 870

        Changes in assets and
            liabilities

            Accounts payable and accrued
               expenses                             575,781
575,787             574,619
            Other assets                             (9,921)
(2,216)                  -
                                               ------------
------------        -------------

               Net cash used in
                  operating activities              (24,555)
(21,727)             (4,980)
                                               ------------
------------        -------------

  Cash flows from investing activities

     Capital contributions paid to
        operating limited partnerships                    -
-             (86,448)

     Repayment from (advance to)
        operating limited partnerships              (96,620)
(27,697)                  -

     Purchase of investments (net of
        proceeds from redemption of
        investments)                                 (3,202)
(249,497)                  -
                                               ------------
------------        -------------

               Net cash used in
                  investing activities              (99,822)
(277,194)            (86,448)
                                               ------------
------------        -------------


               NET DECREASE IN CASH AND
                  CASH EQUIVALENTS                 (124,377)
(298,921)            (91,428)

  Cash and cash equivalents, beginning              267,915
566,836             658,264
                                               ------------
------------        -------------

  Cash and cash equivalents, end              $     143,538
$     267,915       $     566,836
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-27

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 9
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Supplemental schedule of noncash
  investing and financing activities

     The partnership has decreased its
        capital contribution obligation
        to the operating limited
        partnerships for low income tax
        credits not generated                 $           -
$           -       $       8,572
                                               ============
============        =============

     The partnership has adjusted its
        investment in operating limited
        partnerships for low income tax
        credits not generated                 $           -
$       3,728       $      10,230
                                               ============
============        =============

     The partnership has applied notes
        receivable and advances against
        installments of capital
        contributions                         $           -
$           -       $           -
                                               ============
============        =============

     The partnership has increased its
        investment in operating limited
        partnerships for releases from
        escrows                               $           -
$           -       $           -
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-28

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 10
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Cash flows from operating activities
     Net loss                                 $  (1,268,154)
$  (1,391,350)      $  (1,541,522)
     Adjustments to reconcile net loss
     to net cash used in operating
     activities

        Distribution from operating
            limited partnerships                      7,917
5,031               7,447

        Share of losses (income) from
            operating limited
            partnerships                            897,590
1,008,105           1,166,928
        Impairment loss                                   -
-                   -
        Amortization                                  3,441
3,441               3,442

        Changes in assets and
            liabilities

            Accounts payable and accrued
               expenses                             355,512
355,512             355,508
            Other assets                             (2,691)
(683)                  -
                                               ------------
------------        -------------

               Net cash used in
                  operating activities               (6,385)
(19,944)             (8,197)
                                               ------------
------------        -------------

  Cash flows from investing activities

     Capital contributions paid to
        operating limited partnerships                    -
-                   -

     Repayment from (advance to)
        operating limited partnerships                    -
-                   -

     Purchase of investments (net of
        proceeds from redemption of
        investments)                                 (1,983)
(83,000)                  -
                                               ------------
------------        -------------

               Net cash used in
                  investing activities               (1,983)
(83,000)                  -
                                               ------------
------------        -------------


               NET DECREASE IN CASH AND
                  CASH EQUIVALENTS                   (8,368)
(102,944)             (8,197)

  Cash and cash equivalents, beginning               41,484
144,428             152,625
                                               ------------
------------        -------------

  Cash and cash equivalents, end              $      33,116
$      41,484       $     144,428
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-29

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 10
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Supplemental schedule of noncash
  investing and financing activities

     The partnership has decreased its
        capital contribution obligation
        to the operating limited
        partnerships for low income tax
        credits not generated                 $           -
$           -       $           -
                                               ============
============        =============

     The partnership has adjusted its
        investment in operating limited
        partnerships for low income tax
        credits not generated                 $           -
$           -       $           -
                                               ============
============        =============

     The partnership has applied notes
        receivable and advances against
        installments of capital
        contributions                         $           -
$           -       $           -
                                               ============
============        =============

     The partnership has increased its
        investment in operating limited
        partnerships for releases from
        escrows                               $           -
$           -       $           -
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-30

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 11
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Cash flows from operating activities
     Net income (loss)                        $  (1,345,304)
$  (1,549,286)      $     244,669
     Adjustments to reconcile net
     income (loss) to net cash provided
     by (used in) operating activities

        Distribution from operating
            limited partnerships                     35,909
10,000              80,667

        Share of (income) losses from
            operating limited
            partnerships                            931,161
1,197,310            (579,030)
        Impairment loss                              84,701
-                   -
        Amortization                                  1,744
1,744               1,745

        Changes in assets and
            liabilities

            Accounts payable and accrued
               expenses                             326,080
325,681             325,681
            Other assets                             (5,380)
-                   -
                                               ------------
------------        -------------

               Net cash provided by
                  (used in) operating
                  activities                         28,911
(14,551)             73,732
                                               ------------
------------        -------------

  Cash flows from investing activities

     Capital contributions paid to
        operating limited partnerships                    -
(5,000)                  -

     Repayment from (advance to)
        operating limited partnerships                    -
-                   -

     Purchase of investments (net of
        proceeds from redemption of
        investments)                                 27,411
(249,000)                  -
                                               ------------
------------        -------------

               Net cash provided by
                  (used in) investing
                  activities                         27,411
(254,000)                  -
                                               ------------
------------        -------------

               NET INCREASE (DECREASE)
                  IN CASH AND CASH
                  EQUIVALENTS                        56,322
(268,551)             73,732

  Cash and cash equivalents, beginning               38,800
307,351             233,619
                                               ------------
------------        -------------

  Cash and cash equivalents, end              $      95,122
$      38,800       $     307,351
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-31

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 11
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Supplemental schedule of noncash
  investing and financing activities

     The partnership has decreased its
        capital contribution obligation
        to the operating limited
        partnerships for low income tax
        credits not generated                 $           -
$           -       $           -
                                               ============
============        =============

     The partnership has adjusted its
        investment in operating limited
        partnerships for low income tax
        credits not generated                 $       2,127
$       5,723       $       5,723
                                               ============
============        =============

     The partnership has applied notes
        receivable and advances against
        installments of capital
        contributions                         $           -
$           -       $           -
                                               ============
============        =============

     The partnership has increased its
        investment in operating limited
        partnerships for releases from
        escrows                               $           -
$           -       $           -
                                               ============
============        =============

</TABLE>

                            (continued)

                                F-32

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 12
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Cash flows from operating activities
     Net loss                                 $  (1,658,567)
$  (1,794,581)      $  (2,368,354)
     Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities

        Distribution from operating
            limited partnerships                      7,785
6,315               9,735

        Share of losses from operating
            limited partnerships                  1,122,280
1,350,247           1,939,765
        Impairment loss                             128,617
-                   -
        Amortization                                 13,317
13,317              13,317

        Changes in assets and
            liabilities

            Accounts payable and accrued
               expenses                             406,339
438,772             383,267
            Other assets                            (19,999)
-                   -
                                               ------------
------------        -------------

               Net cash provided by
                  (used in) operating
                  activities                           (228)
14,070             (22,270)
                                               ------------
------------        -------------

  Cash flows from investing activities

     Capital contributions paid to
        operating limited partnerships                    -
-             (76,430)

     Repayment from (advance to)
        operating limited partnerships               61,111
(775)            (60,336)

     Purchase of investments (net of
        proceeds from redemption of
        investments)                                      -
-                   -
                                               ------------
------------        -------------

               Net cash provided by
                  (used in) investing
                  activities                         61,111
(775)           (136,766)
                                               ------------
------------        -------------

               NET INCREASE (DECREASE)
                  IN CASH AND CASH
                  EQUIVALENTS                        60,883
13,295            (159,036)

  Cash and cash equivalents, beginning               21,827
8,532             167,568
                                               ------------
------------        -------------

  Cash and cash equivalents, end              $      82,710
$      21,827       $       8,532
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-33

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 12
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Supplemental schedule of noncash
  investing and financing activities

     The partnership has decreased its
        capital contribution obligation
        to the operating limited
        partnerships for low income tax
        credits not generated                 $           -
$           -       $           -
                                               ============
============        =============

     The partnership has adjusted its
        investment in operating limited
        partnerships for low-income tax
        credits not generated                 $       1,425
$       3,485       $       3,845
                                               ============
============        =============

     The partnership has applied notes
        receivable and advances against
        installments of capital
        contributions                         $           -
$           -       $           -
                                               ============
============        =============

     The partnership has increased its
        investment in operating limited
        partnerships for releases from
        escrows                               $      12,830
$           -       $           -
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-34

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 14
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Cash flows from operating activities
     Net loss                                 $  (3,324,828)
$  (3,857,527)      $  (4,919,960)
     Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities

        Distribution from operating
            limited partnerships                      4,317
19,270               3,624

        Share of losses from operating
            limited partnerships                  2,554,934
3,031,945           4,150,179
        Impairment loss                                   -
-                   -
        Amortization                                 29,189
29,189              39,017

        Changes in assets and
            liabilities

            Accounts payable and accrued
               expenses                             756,536
756,544             741,663
            Other assets                             (1,937)
-               2,297
                                               ------------
------------        -------------

               Net cash provided by
                  (used in) operating
                  activities                         18,211
(20,579)             16,820
                                               ------------
------------        -------------

  Cash flows from investing activities

     Capital contributions paid to
        operating limited partnerships               (2,543)
(13,000)           (458,006)

     Repayment from (advance to)
        operating limited partnerships                    -
-             482,020

     Purchase of investments (net of
        proceeds from redemption of
        investments)                               (167,244)
(336,000)                  -
                                               ------------
------------        -------------

               Net cash provided by
                  (used in) investing
                  activities                       (169,787)
(349,000)             24,014
                                               ------------
------------        -------------

               NET INCREASE (DECREASE)
                  IN CASH AND CASH
                  EQUIVALENTS                      (151,576)
(369,579)             40,834

  Cash and cash equivalents, beginning              316,591
686,170             645,336
                                               ------------
------------        -------------

  Cash and cash equivalents, end              $     165,015
$     316,591       $     686,170
                                               ============
============        =============
</TABLE>

                            (continued)

                                F-35

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1999, 1998 and 1997

<TABLE>

Series 14
                                               ------------------
----------------------------------
                                                    1999
1998                1997
                                               ------------
------------        -------------
<S>                                            <C>
<C>                 <C>
  Supplemental schedule of noncash
  investing and financing activities

     The partnership has decreased its
        capital contribution obligation
        to the operating limited
        partnerships for low income tax
        credits not generated                 $           -
$         681       $           -
                                               ============
============        =============

     The partnership has adjusted its
        investment in operating limited
        partnerships for low income tax
        credits not generated                 $      10,916
$       2,052       $       1,171
                                               ============
============        =============

     The partnership has applied notes
        receivable and advances against
        installments of capital
        contributions                         $           -
$           -       $     902,811
                                               ============
============        =============

     The partnership has increased its
        investment in operating limited
        partnerships for releases from
        escrows                               $           -
$           -       $           -
                                               ============
============        =============
</TABLE>

                 See notes to financial statements

                                F-36

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

                   NOTES TO FINANCIAL STATEMENTS

                   March 31, 1999, 1998 and 1997

  NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
               POLICIES

     Boston  Capital  Tax Credit Fund II Limited Partnership (the
     "partnership")  was  formed under the laws of the  State  of
     Delaware  on  June  28,  1989, for the purpose of acquiring,
     holding  and  disposing  of limited partnership interests in
     operating   limited  partnerships  which  were  to  acquire,
     develop,  rehabilitate,  operate  and own newly constructed,
     existing  or  rehabilitated  low-income  apartment complexes
     which   qualify   for  the  Low-Income  Housing  Tax  Credit
     established  by  the Tax Reform Act of 1986.  Certain of the
     apartment   complexes   also   qualified  for  the  Historic
     Rehabilitation  Tax  Credit  for  their  rehabilitation of a
     certified  historic  structure;  accordingly,  the apartment
     complexes  are  restricted  as to rent charges and operating
     methods  and  are  subject  to  the  provisions  of  Section
     42(g)(2)  of  the  Internal  Revenue  Code  relating  to the
     Rehabilitation  Investment  Credit.   The general partner of
     the  partnership  is  Boston  Capital  Associates II Limited
     Partnership  and  the limited partner is BCTC Assignor Corp.
     II (the "assignor limited partner").

     Pursuant  to  the  Securities  Act  of 1933, the partnership
     filed a Form S-11 Registration Statement with the Securities
     and  Exchange  Commission,  effective August 29, 1988, which
     covered   the   offering  (the  "Public  Offering")  of  the
     partnership's   beneficial  assignee  certificates  ("BACs")
     representing assignments of units of the beneficial interest
     of  the limited partnership interest of the assignor limited
     partner.   The partnership registered 20,000,000 BACs at $10
     per  BAC for sale to the public in six series.  BACs sold in
     bulk  over  $100,000  were offered to investors at a reduced
     cost per BAC.  The partnership is no longer selling any BACs
     related  to  any series.  The final closing in Series 14 was
     January 27, 1993.


     The  BACs issued and outstanding in each series at March 31,
     1999 and 1998 are as follows:

<TABLE>
        <S>                                       <C>
         Series 7                                       1,036,100
         Series 9                                       4,178,029
         Series 10                                      2,428,925
         Series 11                                      2,489,599
         Series 12                                      2,972,795
         Series 14                                      5,574,290
                                                  ---------------
-
         Total                                         18,679,738

================

</TABLE>

     In   accordance  with  the  limited  partnership  agreement,
     profits,  losses, and cash flow (subject to certain priority
     allocations and distributions) and tax credits are allocated
     99% to the assignees and 1% to the general partner.

                                F-37

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
               POLICIES (Continued)

     Organization Costs
     ------------------

     Initial  organization  and  offering expenses, common to all
     series,  were  allocated on a percentage of equity raised to
     each series.

     Organization  costs  were  amortized  on  the  straight-line
     method over 60 months.

     Accumulated amortization as of March 31, 1999 and 1998 is as
     follows:

<TABLE>
                                       1999               1998
                                 ----------------   -------------
---
<S>                              <C>                <C>

         Series 7               $         44,056   $
44,056
         Series 9                        156,077
156,077
         Series 10                        90,168
90,168
         Series 11                        91,182
91,182
         Series 12                       104,791
104,791
         Series 14                       196,563
196,563
                                 ----------------   -------------
---
                                $        682,837   $
682,837

                                 ================
================

</TABLE>

     Deferred Acquisition Costs
     --------------------------
     Deferred  acquisition  costs  are  being  amortized  on  the
     straight-line  method starting April 1, 1995 over 27.5 years
     (330 months).

     As  of  April  1, 1995, the partnership reclassified certain
     unallocated acquisition costs included in the investments in
     operating   limited  partnerships  to  deferred  acquisition
     costs.    The  amounts include $23,920, $94,634, and $47,968
     for Series 9, Series 10 and Series 11, respectively.

                                F-38

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
               POLICIES (Continued)

     Deferred Acquisition Costs (Continued)
     --------------------------
     Accumulated amortization as of March 31, 1999 and 1998 is as
     follows:

<TABLE>
                                       1999               1998
                                 ----------------   -------------
---
<S>                              <C>                <C>
         Series 7               $              -   $
-
         Series 9                          3,480
2,610
         Series 10                        13,766
10,324
         Series 11                         6,977
5,233
         Series 12                        53,268
39,951
         Series 14                       116,757
87,568
                                 ----------------   -------------
---
                                $        194,248   $
145,686
                                 ================
================
</TABLE>

     Income Taxes
     ------------
     No  provision  or benefit for income taxes has been included
     in  these  financial statements since taxable income or loss
     passes  through  to,  and is reportable by, the partners and
     assignees individually.

     Investments in Operating Limited Partnerships
     ---------------------------------------------
     The  partnership  accounts  for its investments in operating
     limited  partnerships using the equity method of accounting.
     Under  the  equity  method  of  accounting,  the partnership
     adjusts  its investment cost for its share of each operating
     limited  partnership's  results  of  operations  and for any
     distributions    received   or   accrued.     However,   the
     partnership    recognizes   individual   operating   limited
     partnership's  losses  only  to  the  extent that the fund's
     share  of  losses  of  the  operating  limited  partnerships
     exceeds the carrying amount of the investment.  Unrecognized
     losses  are  suspended  and offset against future individual
     operating   limited  partnership's  income.    No  operating
     limited partnerships were acquired during 1998 or 1999.

                                F-39

<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
               POLICIES (Continued)

     Investments in Operating Limited Partnerships (Continued)
     ---------------------------------------------
     A  loss  in  value  of an investment in an operating limited
     partnership other than a temporary decline would be recorded
     as  an impairment loss.  Impairment is measured by comparing
     the  investment  carrying  amount  to  the  sum of the total
     amount  of  the  remaining  tax  credits  allocated  to  the
     partnership   and   the  estimated  residual  value  of  the
     investment.     Accordingly,  the  partnership  recorded  an
     impairment  loss of $468,736 during the year ended March 31,
     1999.

     Capital  contributions to operating limited partnerships are
     adjusted  by tax credit adjusters.  Tax credit adjusters are
     defined  as  adjustments  to  operating  limited partnership
     capital  contributions  due  to  reductions  in  actual  tax
     credits  from  those  originally projected.  The partnership
     records tax credit adjusters as a reduction in investment in
     operating  limited  partnerships  and  capital contributions
     payable.

     The  operating limited partnerships maintain their financial
     statements  based  on  a  calendar  year and the partnership
     utilizes  a  March 31 year-end.  The fund records losses and
     income from the operating limited partnerships on a calendar
     year basis which is not materially different from losses and
     income  generated  if  the  operating  limited  partnerships
     utilized a March 31 year-end.

     The partnership records capital contributions payable to the
     operating  limited  partnerships  once  there  is  a binding
     obligation  to  fund  a  specified  amount.    The operating
     limited  partnerships  record capital contributions from the
     partnership when received.

     The  partnership  records acquisition cost as an increase in
     its  investment  in operating limited partnerships.  Certain
     operating   limited   partnerships  have  not  recorded  the
     acquisition   costs  as  a  capital  contribution  from  the
     partnership.    These  differences  are shown as reconciling
     items in note C.


     Cash Equivalents
     ----------------
     Cash    equivalents   include   tax-exempt  sweep  accounts,
     certificates  of  deposit,  and money market accounts having
     original  maturities  at date of acquisition of three months
     or  less.    The  carrying  amounts  approximates fair value
     because of the short maturity of these instruments.

                                F-40

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
               POLICIES (Continued)

     Fiscal Year
     -----------
     For  financial reporting, all the series use a March 31 year
     end,  whereas  for  income tax reporting, each series uses a
     calendar  year.    The  operating limited partnerships use a
     calendar year for both financial and income tax reporting.

     Net Loss per Beneficial Assignee Certificate
     --------------------------------------------
     Net  loss  per beneficial assignee certificate is calculated
     based upon the weighted average number of units outstanding.
     The  weighted  average  number  of units outstanding in each
     series at March 31, 1999, 1998 and 1997 is as follows:

<TABLE>
<S>                              <C>
         Series 7                      1,036,100
         Series 9                      4,178,029
         Series 10                     2,428,925
         Series 11                     2,489,599
         Series 12                     2,972,795
         Series 14                     5,574,290
                                 ----------------
         Total                        18,679,738
                                 ================

</TABLE>

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

     Investments Held to Maturity
     ----------------------------
     Investments  held  to  maturity  consist  of certificates of
     deposit  with  original  maturities greater than 90 days and
     are carried at amortized cost which approximates fair value.

                                F-41

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  A  -  ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING
               POLICIES (Continued)

     Recent Accounting Pronouncements
     --------------------------------
     On  March  31,  1997,  the  partnership adopted Statement of
     Financial  Accounting  Standards ("SFAS") No. 128, "Earnings
     per  Share"  and  SFAS  No.  129, "Disclosure of Information
     about  Capital Structure."  SFAS No. 128 provides accounting
     and  reporting  standards  for  the  amount  of earnings per
     share.  SFAS No. 129 requires the disclosure in summary form
     within  the  financial  statements  of  pertinent rights and
     privileges  of the various securities outstanding.  On March
     31,  1998,  the partnership adopted SFAS No. 130, "Reporting
     Comprehensive  Income,"  SFAS  No.  131,  "Disclosures about
     Segments of an Enterprise and Related Information," and SFAS
     No.  132,  "Employers'  Disclosures about Pensions and Other
     Postretirement   Benefits."     SFAS   No.  130  establishes
     standards  for reporting and display of comprehensive income
     and  its  components, SFAS No. 131 establishes standards for
     how  public  business  enterprises  report information about
     operating  segments  and  SFAS  No.  132  revises employers'
     disclosures  about  pension and other postretirement benefit
     plans.    The  implementation  of  these  standards  has not
     materially affected the partnership's financial statements.

     In  June 1998, the FASB issued SFAS No. 133, "Accounting for
     Derivative  Instruments and Hedging Activities."  In October
     1998,   the  FASB  issued  SFAS  No.  134,  "Accounting  for
     Mortgage-backed Securities Retained after the Securitization
     of  Mortgage  Loans  Held  for  Sale  by  a Mortgage Banking
     Enterprise."    In  February  1999, the FASB issued SFAS No.
     135,  "Rescission  of  FASB  Statement  75   and   Technical
     Corrections."    SFAS  No.  133  is effective for all fiscal
     quarters  of  years  beginning after June 15, 1999; SFAS No.
     134  is  effective  for  the  first fiscal quarter beginning
     after  December  31, 1998; and SFAS No. 135 is effective for
     years  ending  after  February  15, 1999.  Early adoption is
     encouraged for SFAS No. 133, 134 and 135.

     The  fund does not have any derivative or hedging activities
     and  does  not  have  any  mortgage-backed securities.  FASB
     Statement  75,  "Deferral  of  the Effective Date of Certain
     Accounting Requirements for Pension Plans of State and Local
     Governmental  Units,"  does   not   apply   to   the   fund.
     Consequently,  these  pronouncements are expected to have no
     effect on the fund's financial statements.

                                F-42

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE B - RELATED PARTY TRANSACTIONS

     During  the  years  ended March 31, 1999, 1998 and 1997, the
     partnership  entered  into several transactions with various
     affiliates  of the general partner, including Boston Capital
     Partners,   Inc.,  Boston  Capital  Services,  Inc.,  Boston
     Capital  Holdings  Limited  Partnership,  and Boston Capital
     Asset Management Limited Partnership as follows:

     Boston  Capital  Asset  Management  Limited  Partnership  is
     entitled to an annual partnership management fee based on .5
     percent  of  the  aggregate  cost of all apartment complexes
     acquired  by  the  operating  limited partnerships, less the
     amount  of certain partnership management and reporting fees
     paid  or payable by the operating limited partnerships.  The
     aggregate  cost  is  comprised  of the capital contributions
     made by each series to the operating limited partnership and
     99%  of  the  permanent  financing  at the operating limited
     partnership  level.   The annual partnership management fees
     charged  to  each  series' operations during the years ended
     March 31, 1999, 1998 and 1997 are as follows:

<TABLE>
                                       1999               1998
1997
                                 ----------------   -------------
---   ----------------
<S>                              <C>                <C>
<C>
         Series 7               $        103,589   $
111,089   $        106,774
         Series 9                        552,372
547,218            539,985
         Series 10                       324,577
321,682            324,407
         Series 11                       300,795
298,613            291,053
         Series 12                       347,246
360,155            347,953
         Series 14                       670,568
675,616            663,654
                                 ----------------   -------------
---   ----------------
                                $      2,299,147   $
2,314,373   $      2,273,826
                                 ================
================   ================
</TABLE>

                                F-43

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE B - RELATED PARTY TRANSACTIONS (Continued)

     General  and  administrative  expenses  incurred  by  Boston
     Capital  Holdings  Limited  Partnership,  and Boston Capital
     Asset  Management Limited Partnership during the years ended
     March  31,  1999,  1998  and  1997  charged  to each series'
     operations are as follows:

<TABLE>
                                       1999               1998
1997
                                 ----------------   -------------
---   ----------------
<S>                              <C>                <C>
<C>
         Series 7               $          2,212   $
2,441   $            518
         Series 9                         11,439
15,327             15,827
         Series 10                         8,694
18,402             12,050
         Series 11                         7,688
16,420             10,562
         Series 12                        10,020
13,492             13,990
         Series 14                        17,534
37,157             25,277
                                 ----------------   -------------
---   ----------------
                                $         57,587   $
103,239   $         78,224
                                 ================
================   ================

</TABLE>

     Accounts  payable  -  affiliates  at March 31, 1999 and 1998
     represents  general and administrative expenses, partnership
     management  fees, and may include advances which are payable
     to  Boston  Capital  Partners, Inc., Boston Capital Holdings
     Limited  Partnership,  Boston  Capital  Services,  Inc., and
     Boston  Capital  Asset  Management Limited Partnership.  The
     carrying   value   of  the  accounts  payable  -  affiliates
     approximates fair value.

                                F-44

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

     At  March  31,  1999  and  1998, the partnership has limited
     partnership  interests  in  operating  limited  partnerships
     which  own  operating apartment complexes.  During 1999, the
     partnership  disposed  of  its operating limited partnership
     interest  in one of the operating limited partnerships owned
     in  Series 10.  The number of operating limited partnerships
     in  which  the partnership has limited partnership interests
     at March 31, 1999 and 1998 by series are as follows:

<TABLE>
                                       1999                1998
                                 ----------------   -------------
---
<S>                              <C>                <C>
         Series 7                             15
15
         Series 9                             55
55
         Series 10                            45
46
         Series 11                            40
40
         Series 12                            53
53
         Series 14                           101
101
                                 ----------------   -------------
---
                                             309
310
                                 ================
================

</TABLE>

     Under  the  terms  of  the  partnership's investment in each
     operating  limited  partnership, the partnership is required
     to  make  capital  contributions  to  the  operating limited
     partnerships.     These   contributions   are   payable   in
     installments  over several years upon each operating limited
     partnership  achieving  specified  levels of construction or
     operations.

     The  contributions payable to operating limited partnerships
     at March 31, 1999 and 1998 by series are as follows:

<TABLE>
                                       1999               1998
                                 ----------------   -------------
---
<S>                              <C>                <C>
         Series 7               $              -   $
-
         Series 9                          4,590
4,590
         Series 10                             -
-
         Series 11                        22,528
22,528
         Series 12                        11,405
11,405
         Series 14                       329,894
329,894
                                 ----------------   -------------
---
                                $        368,417   $
368,417
                                 ================
================

</TABLE>

                                F-45

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
          (Continued)

     The   partnership's   investments   in   operating   limited
     partnerships at March 31, 1999 are summarized as follows:

<TABLE>
                                                     Total
                                               ----------------
<S>                                           <C>
     Capital contributions paid and to be
     paid to operating limited
     partnerships, net of tax credit
     adjusters                                $    133,484,022

     Acquisition costs of operating limited
     partnerships                                   22,387,381

     Cumulative distributions from
     operating limited partnerships                   (490,953)

     Impairment loss in investment in
     operating limited partnerships                   (468,736)

     Cumulative losses from operating
     limited partnerships                         (102,095,098)
                                               ----------------
     Investment in operating limited
     partnerships per balance sheet                 52,816,616

     The partnership (has recorded) or has
     not recorded capital contributions to
     the operating limited partnerships
     during the year ended March 31, 1999,
     which (have not) have been included in
     the partnerships' capital accounts
     included in the operating limited
     partnerships' financial statements as
     of December 31, 1998 (See note A)              (2,558,771)

     The partnership has recorded
     acquisition costs at March 31, 1999,
     which have not been recorded in the
     net assets of the operating limited
     partnerships (see note A)                      (2,577,204)


     Cumulative losses from operating
     limited partnerships for the three
     months ended  March 31, 1999, which
     the operating limited partnerships
     have not included in their capital as
     of December 31, 1998 due to different
     year ends (see note A)                          5,109,374

     Equity in loss of operating limited
     partnerships not recognizable under
     the equity method of accounting (see
     note A)                                       (13,755,561)

     The partnership has recorded low-
     income housing tax credit adjusters
     not recorded by operating limited
     partnerships (see note A)                       1,447,271

     Impairment loss in investment in
     operating limited partnerships                    468,736

     Other                                           2,765,973
                                               ----------------
     Equity per operating limited
     partnerships' combined financial
     statements                               $     43,716,434
                                               ================
</TABLE>

                                F-46

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The   partnership's   investments   in   operating   limited
     partnerships at March 31, 1999 are summarized as follows:

<TABLE>
                                                   Series 7
Series 9           Series 10
                                               ----------------
----------------   ----------------
<S>                                           <C>
<C>                <C>
     Capital contributions paid and to be
     paid to operating limited
     partnerships, net of tax credit
     adjusters                                $      7,486,177
$     29,796,867   $     17,581,653

     Acquisition costs of operating limited
     partnerships                                    1,302,313
5,201,737          2,958,341

     Cumulative distributions from
     operating limited partnerships                     (2,258)
(44,250)           (31,278)

     Impairment loss in investment in
     operating limited partnerships                   (255,418)
-                  -

     Cumulative losses from operating
     limited partnerships                           (7,556,566)
(25,870,624)       (13,202,764)
                                               ----------------
----------------   ----------------
     Investment in operating limited
     partnerships per balance sheet                    974,248
9,083,730          7,305,952
</TABLE>

                                F-47

<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

<TABLE>
                                                   Series 7
Series 9           Series 10
                                               ----------------
----------------   ----------------
<S>                                           <C>
<C>                <C>
     The partnership (has recorded) or has
     not recorded capital contributions to
     the operating limited partnerships
     during the year ended March 31, 1999,
     which (have not) have been included in
     the partnerships' capital accounts
     included in the operating limited
     partnerships' financial statements as
     of December 31, 1998 (see note A)                  24,274
(225,480)           (11,530)

     The partnership has recorded
     acquisition costs at March 31, 1999,
     which have not been recorded in the
     net assets of the operating limited
     partnerships (see note A)                        (461,143)
(185,244)            (9,836)

     Cumulative losses from operating
     limited partnerships for the three
     months ended March 31, 1999, which the
     operating limited partnerships have
     not included in their capital as of
     December 31, 1998 due to different
     year ends (see note A)                            125,066
1,134,799            776,692

     Equity in loss of operating limited
     partnerships not recognizable under
     the equity method of accounting (see
     note A)                                        (3,172,897)
(3,925,663)        (1,709,998)

     The partnership has recorded low-
     income housing tax credit adjusters
     not recorded by operating limited
     partnerships (see note A)                         (11,992)
140,133             93,713

     Impairment loss in investment in
     operating limited partnerships                    255,418
-                  -

     Other                                           1,470,136
1,187,180            (26,134)
                                               ----------------
----------------   ----------------

     Equity per operating limited
     partnerships' combined financial
     statements                               $     (1,771,138)
$     (1,874,275)  $       (887,093)
                                               ================
================   ================
</TABLE>

                                F-48

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The   partnership's   investments   in   operating   limited
     partnerships at March 31, 1999 are summarized as follows:

<TABLE>
                                                   Series 11
Series 12          Series 14
                                               ----------------
----------------   ----------------
<S>                                           <C>
<C>                <C>
     Capital contributions paid and to be
     paid to operating limited
     partnerships, net of tax credit
     adjusters                                $     17,699,742
$     21,405,803   $     39,513,780

     Acquisition costs of operating limited
     partnerships                                    3,069,084
3,398,377          6,457,529

     Cumulative distributions from
     operating limited partnerships                   (275,204)
(36,950)          (101,013)

     Impairment loss in investment in
     operating limited partnerships                    (84,701)
(128,617)                 -
     Cumulative losses from operating
     limited partnerships                          (11,589,877)
(15,300,049)       (28,575,218)
                                               ----------------
----------------   ----------------
     Investment in operating limited
     partnerships per balance sheet                  8,819,044
9,338,564         17,295,078
</TABLE>

                                F-49

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)
<TABLE>
                                                   Series 11
Series 12          Series 14
                                               ----------------
----------------   ----------------
<S>                                           <C>
<C>                <C>
     The partnership (has recorded) or has
     not recorded capital contributions to
     the operating limited partnerships
     during the year ended March 31, 1999,
     which (have not) have been included in
     the partnerships' capital accounts
     included in the operating limited
     partnerships' financial statements as
     of December 31, 1998 (see note A)                (231,888)
(594,327)        (1,519,820)

     The partnership has recorded
     acquisition costs at March 31, 1999,
     which have not been recorded in the
     net assets of the operating limited
     partnerships (see note A)                        (519,482)
(315,858)        (1,085,641)
     Cumulative losses from operating
     limited partnerships for the three
     months ended March 31, 1999, which the
     operating limited partnerships have
     not included in their capital as of
     December 31, 1998 due to different
     year ends (see note A)                            721,702
613,706          1,737,409

     Equity in loss of operating limited
     partnerships not recognizable under
     the equity method of accounting (see
     note A)                                        (1,785,325)
(1,222,852)        (1,938,826)

     The partnership has recorded low-
     income housing tax credit adjusters
     not recorded by operating limited
     partnerships (see note A)                         108,493
150,023            966,901

     Impairment loss in investment in
     operating limited partnerships                     84,701
128,617                  -
     Other                                             225,168
28,485           (118,862)
                                               ----------------
----------------   ----------------
     Equity per operating limited
     partnerships' combined financial
     statements                               $     (1,396,631)
$     (1,212,206)  $     (1,958,839)
                                               ================
================   ================
</TABLE>

                                F-50

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The   partnership's   investments   in   operating   limited
     partnerships at March 31, 1998 are summarized as follows:

<TABLE>
                                                     Total
                                               ----------------
<S>                                           <C>
     Capital contributions paid and to be
     paid to operating limited
     partnerships, net of tax credit
     adjusters                                $    133,483,117

     Acquisition costs of operating limited
     partnerships                                   22,387,381

     Cumulative distributions from
     operating limited partnerships                   (433,776)

     Cumulative losses from operating
     limited partnerships                          (94,596,745)
                                               ----------------
     Investment in operating limited
     partnerships per balance sheet                 60,839,977

     The partnership (has recorded) or has
     not recorded capital contributions to
     the operating limited partnerships
     during the year ended March 31, 1998,
     which (have not) have been included in
     the partnerships' capital accounts
     included in the operating limited
     partnerships' financial statements as
     of December 31, 1997 (See note A)              (2,619,980)

     The partnership has recorded
     acquisition costs at March 31, 1998,
     which have not been recorded in the
     net assets of the operating limited
     partnerships (see note A)                      (2,577,204)

     Cumulative losses from operating
     limited partnerships for the three
     months ended  March 31, 1998, which
     the operating limited partnerships
     have not included in their capital as
     of December 31, 1997 due to different
     year ends (see note A)                          5,109,374

     Equity in loss of operating limited
     partnerships not recognizable under
     the equity method of accounting (see
     note A)                                        (9,596,954)

     The partnership has recorded low-
     income housing tax credit adjusters
     not recorded by operating limited
     partnerships (see note A)                       1,524,819

     Other                                              97,038
                                               ----------------
     Equity per operating limited
     partnerships' combined financial
     statements                               $     52,777,070
                                               ================
</TABLE>

                                F-51

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The   partnership's   investments   in   operating   limited
     partnerships at March 31, 1998 are summarized as follows:

<TABLE>
                                                   Series 7
Series 9           Series 10
                                               ----------------
----------------   ----------------
<S>                                           <C>
<C>                <C>
     Capital contributions paid and to be
     paid to operating limited
     partnerships, net of tax credit
     adjusters                                $      7,486,177
$     29,796,871   $     17,581,651

     Acquisition costs of operating limited
     partnerships                                    1,302,313
5,201,737          2,958,341

     Cumulative distributions from
     operating limited partnerships                     (2,258)
(43,005)           (23,359)

     Cumulative losses from operating
     limited partnerships                           (7,300,906)
(24,133,896)       (12,305,174)
                                               ----------------
----------------   ----------------
     Investment in operating limited
     partnerships per balance sheet                  1,485,326
10,821,707          8,211,459

     The partnership (has recorded) or has
     not recorded capital contributions to
     the operating limited partnerships
     during the year ended March 31, 1998,
     which (have not) have been included in
     the partnerships' capital accounts
     included in the operating limited
     partnerships' financial statements as
     of December 31, 1997 (see note A)                  24,274
(339,406)           (11,530)

     The partnership has recorded
     acquisition costs at March 31, 1998,
     which have not been recorded in the
     net assets of the operating limited
     partnerships (see note A)                        (461,143)
(185,244)            (9,836)

     Cumulative losses from operating
     limited partnerships for the three
     months ended March 31, 1998, which the
     operating limited partnerships have
     not included in their capital as of
     December 31, 1997 due to different
     year ends (see note A)                            125,066
1,134,799            776,692

     Equity in loss of operating limited
     partnerships not recognizable under
     the equity method of accounting (see
     note A)                                        (2,854,029)
(2,967,867)        (1,137,095)

     The partnership has recorded low-
     income housing tax credit adjusters
     not recorded by operating limited
     partnerships (see note A)                         (11,992)
231,710             93,713

     Other                                             (10,630)
38,185            (46,363)
                                               ----------------
----------------   ----------------
     Equity per operating limited
     partnerships' combined financial
     statements                               $     (1,703,128)
$      8,733,884   $      7,877,040
                                               ================
================   ================
</TABLE>

                                F-52

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The   partnership's   investments   in   operating   limited
     partnerships at March 31, 1998 are summarized as follows:

<TABLE>
                                                   Series 11
Series 12          Series 14
                                               ----------------
----------------   ----------------
<S>                                           <C>
<C>                <C>
     Capital contributions paid and to be
     paid to operating limited
     partnerships, net of tax credit
     adjusters                                $     17,701,870
$     21,394,399   $     39,522,149

     Acquisition costs of operating limited
     partnerships                                    3,069,084
3,398,377          6,457,529

     Cumulative distributions from
     operating limited partnerships                   (239,296)
(29,166)           (96,692)

     Cumulative losses from operating
     limited partnerships                          (10,658,716)
(14,177,769)       (26,020,284)
                                               ----------------
----------------   ----------------
     Investment in operating limited
     partnerships per balance sheet                  9,872,942
10,585,841         19,862,702

     The partnership (has recorded) or has
     not recorded capital contributions to
     the operating limited partnerships
     during the year ended March 31, 1998,
     which (have not) have been included in
     the partnerships' capital accounts
     included in the operating limited
     partnerships' financial statements as
     of December 31, 1997 (see note A)                (231,881)
(602,177)        (1,459,260)

     The partnership has recorded
     acquisition costs at March 31, 1998,
     which have not been recorded in the
     net assets of the operating limited
     partnerships (see note A)                        (519,482)
(315,858)        (1,085,641)

     Cumulative losses from operating
     limited partnerships for the three
     months ended March 31, 1998, which the
     operating limited partnerships have
     not included in their capital as of
     December 31, 1997 due to different
     year ends (see note A)                            721,702
613,706          1,737,409

     Equity in loss of operating limited
     partnerships not recognizable under
     the equity method of accounting (see
     note A)                                        (1,049,548)
(654,438)          (933,977)

     The partnership has recorded low-
     income housing tax credit adjusters
     not recorded by operating limited
     partnerships (see note A)                         106,366
148,948            956,074

     Other                                             199,237
49,178           (132,569)
                                               ----------------
----------------   ----------------
     Equity per operating limited
     partnerships' combined financial
     statements                               $      9,099,336
$      9,825,200   $     18,944,738
                                               ================
================   ================
</TABLE>

                                F-53

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  balance  sheets  of the operating
     limited partnerships in which Series 7, 9 through 12, and 14
     hold an interest as of December 31, 1998 are as follows:

<TABLE>
                                       COMBINED SUMMARIZED
BALANCE SHEETS

                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>
                     ASSETS

     Buildings and improvements, net of
        accumulated depreciation            $  470,746,747  $
19,649,392  $   91,679,633 $    56,388,858

     Land                                       30,949,581
1,791,570       5,955,503       4,034,075

     Other assets                               39,468,908
1,670,285       6,865,208       6,366,201
                                             --------------  ----
----------  --------------  --------------
                                            $  541,165,236  $
23,111,247  $  104,500,344 $    66,789,134
                                             ==============
==============  ==============  ==============

        LIABILITIES AND PARTNERS' CAPITAL

     Mortgage and construction loans
        payable                             $  413,099,270  $
18,383,181  $   86,003,433 $    54,921,845

     Accounts payable and accrued expenses      12,636,440
1,874,807       3,039,615         811,724

     Other liabilities                          27,904,011
1,054,659       6,268,182       2,496,822
                                             --------------  ----
----------  --------------  --------------
                                               453,639,721
21,312,647      95,311,230      58,230,391
                                             --------------  ----
----------  --------------  --------------
     PARTNERS' CAPITAL

        Boston Capital Tax Credit Fund II
            Limited Partnership                 43,716,434
(796,890)      7,209,455       6,418,859

        Other partners                          43,809,081
2,595,490       1,979,659       2,139,884
                                             --------------  ----
----------  --------------  --------------
                                                87,525,515
1,798,600       9,189,114       8,558,743
                                             --------------  ----
----------  --------------  --------------
                                            $  541,165,236  $
23,111,247  $  104,500,344 $    66,789,134
                                             ==============
==============  ==============  ==============
</TABLE>

                                F-54

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  balance  sheets  of the operating
     limited partnerships in which Series 7, 9 through 12, and 14
     hold an interest as of December 31, 1998 are as follows:

<TABLE>
                                 COMBINED SUMMARIZED BALANCE
SHEETS - CONTINUED


Series 11       Series 12       Series 14
                                                             ----
----------  --------------  --------------
<S>                                                          <C>
<C>             <C>
                     ASSETS

     Buildings and improvements, net of
        accumulated depreciation                            $
57,044,037  $   84,080,624 $   161,904,203

     Land
3,234,637       4,814,335      11,119,461

     Other assets
6,145,603       5,917,871      12,503,740
                                                             ----
----------  --------------  --------------
                                                            $
66,424,277  $   94,812,830 $   185,527,404

==============  ==============  ==============

        LIABILITIES AND PARTNERS' CAPITAL

     Mortgage and construction loans
        payable                                             $
51,523,462  $   66,652,443 $   135,614,906

     Accounts payable and accrued expenses
1,651,786       1,879,191       3,379,317

     Other liabilities
2,635,157       5,668,309       9,780,882
                                                             ----
----------  --------------  --------------

55,810,405      74,199,943     148,775,105
                                                             ----
----------  --------------  --------------
     PARTNERS' CAPITAL

        Boston Capital Tax Credit Fund II
            Limited Partnership
7,422,413       8,126,358      15,336,239

        Other partners
3,191,459      12,486,529      21,416,060
                                                             ----
----------  --------------  --------------

10,613,872      20,612,887      36,752,299
                                                             ----
----------  --------------  --------------
                                                            $
66,424,277  $   94,812,830 $   185,527,404

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

                                F-55

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  balance  sheets  of the operating
     limited partnerships in which Series 7, 9 through 12, and 14
     hold an interest as of December 31, 1997 are as follows

<TABLE>
                                       COMBINED SUMMARIZED
BALANCE SHEETS

                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>
                     ASSETS

     Buildings and improvements, net of
        accumulated depreciation            $  490,567,380  $
20,683,120  $   95,427,592 $    59,805,436

     Land                                       31,344,813
1,871,570       6,035,503       4,073,162

     Other assets                               37,442,703
1,560,626       6,800,768       6,299,213
                                             --------------  ----
----------  --------------  --------------
                                            $  559,354,896  $
24,115,316  $  108,263,863 $    70,177,811
                                             ==============
==============  ==============  ==============

        LIABILITIES AND PARTNERS' CAPITAL

     Mortgage and construction loans
        payable                             $  418,158,409  $
19,437,579  $   87,183,047 $    56,450,825

     Accounts payable and accrued expenses      11,890,156
2,555,081       3,575,180         680,340

     Other liabilities                          31,438,442
2,081,135       7,466,222       2,759,457
                                             --------------  ----
----------  --------------  --------------
                                               461,487,007
24,073,795      98,224,449      59,890,622
                                             --------------  ----
----------  --------------  --------------
     PARTNERS' CAPITAL

        Boston Capital Tax Credit Fund II
            Limited Partnership                 52,777,070
(1,703,128)      8,733,884       7,877,040

        Other partners                          45,090,819
1,744,649       1,305,530       2,410,149
                                             --------------  ----
----------  --------------  --------------
                                                97,867,889
41,521      10,039,414      10,287,189
                                             --------------  ----
----------  --------------  --------------
                                            $  559,354,896  $
24,115,316  $  108,263,863 $    70,177,811
                                             ==============
==============  ==============  ==============
</TABLE>

                                F-56

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  balance  sheets  of the operating
     limited partnerships in which Series 7, 9 through 12, and 14
     hold an interest as of December 31, 1997 are as follows:

<TABLE>
                          COMBINED SUMMARIZED BALANCE SHEETS -
CONTINUED

                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>
                     ASSETS

     Buildings and improvements, net of
        accumulated depreciation              $    59,638,023 $
87,252,862 $  167,760,347

     Land                                           3,234,637
5,010,480     11,119,461

     Other assets                                   5,707,901
5,639,803     11,434,392
                                                --------------  -
------------- --------------
                                              $    68,580,561 $
97,903,145 $  190,314,200
                                                ==============
============== ==============

        LIABILITIES AND PARTNERS' CAPITAL

     Mortgage and construction loans
        payable                               $    51,903,045 $
67,131,203 $  136,052,710

     Accounts payable and accrued expenses          1,568,909
1,612,020      1,898,626

     Other liabilities                              2,458,523
5,779,176     10,893,929
                                                --------------  -
------------- --------------
                                                   55,930,477
74,522,399    148,845,265
                                                --------------  -
------------- --------------
     PARTNERS' CAPITAL

        Boston Capital Tax Credit Fund II
            Limited Partnership                     9,099,336
9,825,200     18,944,738

        Other partners                              3,550,748
13,555,546     22,524,197
                                                --------------  -
------------- --------------
                                                   12,650,084
23,380,746     41,468,935
                                                --------------  -
------------- --------------
                                              $    68,580,561 $
97,903,145 $  190,314,200
                                                ==============
============== ==============
</TABLE>

                                F-57

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  statements  of  operations of the
     operating  limited  partnerships for the year ended December
     31,  1998  in  which  Series 7, 9 through 12, and 14 hold an
     interest as of December 31, 1998 are as follows:

<TABLE>
                                  COMBINED SUMMARIZED STATEMENTS
OF OPERATIONS

                                          Year ended December 31,
1998

                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>
     Revenue
        Rental                              $   63,067,266  $
3,240,722  $   11,870,861 $     8,421,594
        Interest and other                       3,010,138
88,834         485,529         501,077
                                             --------------  ----
----------  --------------  --------------
                                                66,077,404
3,329,556      12,356,390       8,922,671
                                             --------------  ----
----------  --------------  --------------
     Expenses
        Interest                                23,361,238
1,390,973       4,500,805       2,634,032

        Depreciation and amortization           21,189,664
953,883       4,276,517       2,658,435

        Taxes and insurance                      8,011,780
376,056       1,624,176       1,196,074

        Repairs and maintenance                  9,864,025
536,549       1,742,286       1,359,913
        Operating expenses                      17,493,847
892,398       3,475,753       2,256,682
        Other expenses                           2,034,680
59,706         272,674         313,704
                                             --------------  ----
----------  --------------  --------------
                                                81,955,234
4,209,565      15,892,211      10,418,840
                                             --------------  ----
----------  --------------  --------------
               NET LOSS                     $  (15,877,830) $
(880,009) $   (3,535,821)$    (1,496,169)
                                             ==============
==============  ==============  ==============

     Net loss allocated to Boston Capital
        Tax Credit Fund II Limited
        Partnership*                        $  (11,656,960) $
(574,528) $   (2,694,524)$    (1,470,493)
                                             ==============
==============  ==============  ==============

     Net loss allocated to other partners   $   (4,220,870) $
(305,481) $     (841,297)$       (25,676)
                                             ==============
==============  ==============  ==============
</TABLE>
     *  Amounts  include  $318,868, $957,796, $572,903, $735,777,
        $568,414  and  $1,004,849  for Series 7, Series 9, Series
        10,  Series 11, Series 12 and Series 14, respectively, of
        l o s s   not  recognized  under  the  equity  method  of
        accounting as described in note A.

                                F-58

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  statements  of  operations of the
     operating  limited  partnerships for the year ended December
     31,  1998  in  which  Series 7, 9 through 12, and 14 hold an
     interest as of December 31, 1998 are as follows:

<TABLE>
                     COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
- CONTINUED

                                   Year ended December 31, 1998

                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                            <C>
<C>             <C>
     Revenue
        Rental                                $     7,960,379 $
10,629,613 $   20,944,097
        Interest and other                            352,770
493,222      1,088,706
                                                --------------  -
------------- --------------
                                                    8,313,149
11,122,835     22,032,803
                                                --------------  -
------------- --------------
     Expenses
        Interest                                    2,796,288
4,000,114      8,039,026

        Depreciation and amortization               2,819,218
3,619,178      6,862,433

        Taxes and insurance                         1,042,386
1,322,863      2,450,225

        Repairs and maintenance                     1,265,737
1,649,934      3,309,606

        Operating expenses                          2,229,347
2,926,005      5,713,662
        Other expenses                                129,579
364,196        894,821
                                                --------------  -
------------- --------------
                                                   10,282,555
13,882,290     27,269,773
                                                --------------  -
------------- --------------
               NET LOSS                       $    (1,969,406)$
(2,759,455)$   (5,236,970)
                                                ==============
============== ==============

     Net income (loss) allocated to Boston
        Capital Tax Credit Fund II Limited
        Partnership*                          $    (1,666,938)$
(1,690,694)$   (3,559,783)
                                                ==============
============== ==============

     Net loss allocated to other partners     $      (302,468)$
(1,068,761)$   (1,677,187)
                                                ==============
============== ==============
</TABLE>


     *  Amounts  include  $318,868, $957,796, $572,903, $735,777,
        $568,414  and  $1,004,849  for Series 7, Series 9, Series
        10,  Series 11, Series 12 and Series 14, respectively, of
        loss    not   recognized   under  the  equity  method  of
        accounting as described in note A.

                                F-59

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  statements  of  operations of the
     operating  limited  partnerships for the year ended December
     31,  1997  in  which  Series 7, 9 through 12, and 14 hold an
     interest as of December 31, 1997 are as follows:

<TABLE>
                                  COMBINED SUMMARIZED STATEMENTS
OF OPERATIONS

                                          Year ended December 31,
1997

                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>
     Revenue
        Rental                              $   60,866,377  $
3,005,781  $   11,454,200 $     8,322,402
        Interest and other                       3,044,223
127,508         894,873         450,055
                                             --------------  ----
----------  --------------  --------------
                                                63,910,600
3,133,289      12,349,073       8,772,457
                                             --------------  ----
----------  --------------  --------------
     Expenses
        Interest                                23,080,731
1,212,064       4,653,093       2,836,343

        Depreciation and amortization           21,881,301
1,006,534       4,392,318       2,876,203

        Taxes and insurance                      7,907,163
393,005       1,657,582       1,171,139

        Repairs and maintenance                  9,379,705
596,308       1,688,160       1,251,379
        Operating expenses                      17,506,671
981,168       3,281,675       2,311,856
        Other expenses                           1,645,450
58,827         395,456         185,945
                                             --------------  ----
----------  --------------  --------------
                                                81,401,021
4,247,906      16,068,284      10,632,865
                                             --------------  ----
----------  --------------  --------------
               NET LOSS                     $  (17,490,421) $
(1,114,617) $   (3,719,211)$    (1,860,408)
                                             ==============
==============  ==============  ==============

     Net loss allocated to Boston Capital
        Tax Credit Fund II Limited
        Partnership*                        $  (12,084,411) $
(719,926) $   (2,638,120)$    (1,511,279)
                                             ==============
==============  ==============  ==============

     Net loss allocated to other partners   $   (5,406,010) $
(394,691) $   (1,081,091)$      (349,129)
                                             ==============
==============  ==============  ==============
</TABLE>

     *  Amounts  include  $433,884, $938,335, $503,174, $560,616,
        $450,482  and $624,486 for Series 7, Series 9, Series 10,
        Series  11,  Series  12  and  Series 14, respectively, of
        l o s s   not  recognized  under  the  equity  method  of
        accounting as described in note A.

                                F-60

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  statements  of  operations of the
     operating  limited  partnerships for the year ended December
     31,  1997  in  which  Series 7, 9 through 12, and 14 hold an
     interest as of December 31, 1997 are as follows:

<TABLE>
                     COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
- CONTINUED

                                   Year ended December 31, 1997

                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>
     Revenue
        Rental                                $     7,846,610 $
9,757,092 $   20,480,292
        Interest and other                            359,822
418,119        793,846
                                                --------------  -
------------- --------------
                                                    8,206,432
10,175,211     21,274,138
                                                --------------  -
------------- --------------
     Expenses
        Interest                                    2,794,082
3,550,707      8,034,442

        Depreciation and amortization               2,983,261
3,753,430      6,869,555

        Taxes and insurance                         1,022,372
1,291,332      2,371,733

        Repairs and maintenance                     1,204,789
1,499,444      3,139,625

        Operating expenses                          2,175,920
2,925,854      5,830,198
        Other expenses                                 87,129
298,739        619,354
                                                --------------  -
------------- --------------
                                                   10,267,553
13,319,506     26,864,907
                                                --------------  -
------------- --------------
               NET LOSS                       $    (2,061,121)$
(3,144,295)$   (5,590,769)
                                                ==============
============== ==============

     Net income (loss) allocated to Boston
        Capital Tax Credit Fund II Limited
        Partnership*                          $    (1,757,926)$
(1,800,729)$   (3,656,431)
                                                ==============
============== ==============

     Net loss allocated to other partners     $      (303,195)$
(1,343,566)$   (1,934,338)
                                                ==============
============== ==============
</TABLE>


     *  Amounts  include  $433,884, $938,335, $503,174, $560,616,
        $450,482  and $624,486 for Series 7, Series 9, Series 10,
        Series  11,  Series  12  and  Series 14, respectively, of
        loss    not   recognized   under  the  equity  method  of
        accounting as described in note A.

                                F-61

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  statements  of  operations of the
     operating  limited  partnerships for the year ended December
     31,  1996  in  which  Series 7, 9 through 12, and 14 hold an
     interest as of December 31, 1996 are as follows:

<TABLE>
                                  COMBINED SUMMARIZED STATEMENTS
OF OPERATIONS

                                          Year ended December 31,
1996

                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>
     Revenue
        Rental                              $   58,961,658  $
2,949,168  $   11,010,403 $     8,155,351
        Interest and other                       2,411,868
148,591         502,216         354,109

        Gain on extinguishment of debt          16,082,731
7,086,275               -               -
                                             --------------  ----
----------  --------------  --------------
                                                77,456,257
10,184,034      11,512,619       8,509,460
                                             --------------  ----
----------  --------------  --------------
     Expenses
        Interest                                22,585,425
1,248,725       4,353,890       2,731,337

        Depreciation and amortization           24,446,031
1,659,202       4,572,101       2,886,971

        Taxes and insurance                      7,813,912
394,466       1,694,007       1,133,757

        Repairs and maintenance                  8,456,129
497,519       1,546,652       1,108,104
        Operating expenses                      17,164,115
928,994       3,309,520       2,282,111
        Impairment loss                         21,537,150
10,768,575       2,344,000               -
        Other expenses                           1,611,433
153,563         222,707         203,371
                                             --------------  ----
----------  --------------  --------------
                                               103,614,195
15,651,044      18,042,877      10,345,651
                                             --------------  ----
----------  --------------  --------------
               NET LOSS                     $  (26,157,938) $
(5,467,010) $   (6,530,258)$    (1,836,191)
                                             ==============
==============  ==============  ==============

     Net loss allocated to Boston Capital
        Tax Credit Fund II Limited
        Partnership*                        $  (15,273,526) $
(3,057,372) $   (4,374,517)$    (1,578,005)
                                             ==============
==============  ==============  ==============

     Net loss allocated to other partners   $  (10,884,412) $
(2,409,638) $   (2,155,741)$      (258,186)
                                             ==============
==============  ==============  ==============
</TABLE>


     *  Amounts   include   $1,931,030,   $1,713,703,   $411,077,
        $399,572,  $169,086  and $184,060 for Series 7, Series 9,
        Series  10,   Series   11,   Series  12  and  Series  14,
        respectively,  of  loss  not  recognized under the equity
        method of accounting as described in note A.

                                F-62

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
           (Continued)

     The  combined  summarized  statements  of  operations of the
     operating  limited  partnerships for the year ended December
     31,  1996  in  which  Series 7, 9 through 12, and 14 hold an
     interest as of December 31, 1996 are as follows:

<TABLE>
                     COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
- CONTINUED

                                   Year ended December 31, 1996

                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>
     Revenue
        Rental                                $     7,651,444 $
9,513,804 $   19,681,488
        Interest and other                            323,198
381,167        702,587

        Gain on extinguishment of debt              1,910,181
-      7,086,275
                                                --------------  -
------------- --------------
                                                    9,884,823
9,894,971     27,470,350
                                                --------------  -
------------- --------------
     Expenses
        Interest                                    2,824,169
3,670,176      7,757,128

        Depreciation and amortization               2,979,535
4,341,452      8,006,770

        Taxes and insurance                           996,614
1,282,895      2,312,173

        Repairs and maintenance                     1,016,852
1,305,890      2,981,112

        Operating expenses                          2,041,473
2,817,436      5,784,581
        Impairment loss                                     -
-      8,424,575
        Other expenses                                113,355
320,894        597,543
                                                --------------  -
------------- --------------
                                                    9,971,998
13,738,743     35,863,882
                                                --------------  -
------------- --------------
               NET LOSS                       $       (87,175)$
(3,843,772)$   (8,393,532)
                                                ==============
============== ==============

     Net income (loss) allocated to Boston
        Capital Tax Credit Fund II Limited
        Partnership*                          $       179,458 $
(2,108,851)$   (4,334,239)
                                                ==============
============== ==============

     Net loss allocated to other partners     $      (266,633)$
(1,734,921)$   (4,059,293)
                                                ==============
============== ==============
</TABLE>

     *  Amounts   include   $1,931,030,   $1,713,703,   $411,077,
        $399,572,  $169,086  and $184,060 for Series 7, Series 9,
        Series   10,   Series   11,  Series  12  and  Series  14,
        respectively,  of  loss  not  recognized under the equity
        method of accounting as described in note A.

                                F-63

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN

     For  income  tax  purposes,  the partnership reports using a
     December  31  year end.  The partnership's net income (loss)
     for financial reporting and tax return purposes for the year
     ended March 31, 1999 is reconciled as follows:

<TABLE>
                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>
     Net loss for financial reporting
        purposes, March 31, 1999            $  (10,565,579) $
(639,464) $   (2,329,262)$    (1,268,154)

     Operating limited partnership rents
        received in advance                        (11,787)
693          (5,610)             38

     Partnership management fees not
        recognized for tax purposes              2,509,932
113,148         575,784         355,512

     Other                                        (203,938)
31,050        (205,861)        (44,702)

     Operating limited partnership loss not
        allowed for financial reporting
        under equity method of accounting       (4,158,607)
(318,868)       (957,796)       (572,903)

     Impairment loss in investment in
        operating limited partnership              468,736
255,418               -               -

     Excess of tax depreciation over book
        depreciation on operating limited
        partnership assets                      (1,917,992)
(331,770)       (357,918)       (139,023)

     Loss on disposal of investment in
        operating limited partnership              235,446
-               -         235,446

     Difference due to fiscal year for book
        purposes and calendar year for tax
        purposes                                   (46,980)
1,196           3,813          (7,234)
                                             --------------  ----
----------  --------------  --------------

     Income (loss) for tax return purposes,
        December 31, 1998                   $  (13,690,769) $
(888,597) $   (3,276,850)$    (1,441,020)
                                             ==============
==============  ==============  ==============
</TABLE>

                                F-64

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     For  income  tax  purposes,  the partnership reports using a
     December  31  year end.  The partnership's net income (loss)
     for financial reporting and tax return purposes for the year
     ended March 31, 1999 is reconciled as follows:

<TABLE>
                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>
     Net loss for financial reporting
        purposes, March 31, 1999              $    (1,345,304)$
(1,658,567)$   (3,324,828)

     Operating limited partnership rents
        received in advance                                 -
107         (7,015)

     Partnership management fees not
        recognized for tax purposes                   325,680
383,268        756,540

     Other                                            190,235
108,251       (282,911)

     Operating limited partnership loss not
        allowed for financial reporting
        under equity method of accounting            (735,777)
(568,414)    (1,004,849)

     Impairment loss in investment in
        operating limited partnership                  84,701
128,617              -

     Excess of tax depreciation over book
        depreciation on operating limited
        partnership assets                           (142,108)
(315,656)      (631,517)

     Loss on disposal of investment in
        operating limited partnership                       -
-              -

     Difference due to fiscal year for book
        purposes and calendar year for tax
        purposes                                       (2,942)
(4,753)       (37,060)
                                                --------------  -
------------- --------------

     Income (loss) for tax return purposes,
        December 31, 1998                     $    (1,625,515)$
(1,927,147)$   (4,531,640)
                                                ==============
============== ==============
</TABLE>

                                F-65

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     For  income  tax  purposes,  the partnership reports using a
     December  31  year end.  The partnership's net income (loss)
     for financial reporting and tax return purposes for the year
     ended March 31, 1998 is reconciled as follows:

<TABLE>
                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>

     Net income (loss) for financial
        reporting purposes, March 31, 1998  $  (11,313,561) $
(421,474) $   (2,299,343)$    (1,391,350)

     Operating limited partnership rents
        received in advance                          8,213
(2,682)          9,078          (1,127)

     Partnership management fees not
        recognized for tax purposes              2,509,932
113,148         575,784         355,512

     Other                                        (802,323)
187,685        (250,638)        (25,546)

     Operating limited partnership loss not
        allowed for financial reporting
        under equity method of accounting       (3,510,977)
(433,884)       (938,335)       (503,174)

     Excess of tax depreciation over book
        depreciation on operating limited
        partnership assets                      (1,880,059)
(260,145)       (342,599)       (126,715)

     Difference due to fiscal year for book
        purposes and calendar year for tax
        purposes                                    28,560
(84)          5,231           5,525

     Impairment loss not recognized for tax
        purposes                                         -
-               -               -
                                             --------------  ----
----------  --------------  --------------

     Income (loss) for tax return purposes,
        December 31, 1997                   $  (14,960,215) $
(817,436) $   (3,240,822)$    (1,686,875)
                                             ==============
==============  ==============  ==============
</TABLE>

                                F-66

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     For  income  tax  purposes,  the partnership reports using a
     December  31  year end.  The partnership's net income (loss)
     for financial reporting and tax return purposes for the year
     ended March 31, 1998 is reconciled as follows:

<TABLE>
                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>

     Net income (loss) for financial
        reporting purposes, March 31, 1998    $    (1,549,286)$
(1,794,581)$   (3,857,527)

     Operating limited partnership rents
        received in advance                              (138)
(1,742)         4,824

     Partnership management fees not
        recognized for tax purposes                   325,680
383,268        756,540

     Other                                             50,360
(164,594)      (599,590)

     Operating limited partnership loss not
        allowed for financial reporting
        under equity method of accounting            (560,616)
(450,482)      (624,486)

     Excess of tax depreciation over book
        depreciation on operating limited
        partnership assets                           (162,458)
(393,680)      (594,462)

     Difference due to fiscal year for book
        purposes and calendar year for tax
        purposes                                         (768)
1,677         16,979

     Impairment loss not recognized for tax
        purposes                                            -
-              -
                                                --------------  -
------------- --------------

     Income (loss) for tax return purposes,
        December 31, 1997                     $    (1,897,226)$
(2,420,134)$   (4,897,722)
                                                ==============
============== ==============
</TABLE>

                                F-67

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     For  income  tax  purposes,  the partnership reports using a
     December  31  year end.  The partnership's net income (loss)
     for financial reporting and tax return purposes for the year
     ended March 31, 1997 is reconciled as follows:

<TABLE>
                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>

     Net income (loss) for financial
        reporting purposes, March 31, 1997  $  (13,090,940) $
(1,259,510) $   (3,246,263)$    (1,541,522)

     Operating limited partnership rents
        received in advance                        (68,776)
174         (54,803)         (2,360)

     Partnership management fees not
        recognized for tax purposes              2,538,800
113,700         589,293         371,400

     Tax exempt interest income                   (105,477)
-               -               -

     Other                                       3,285,917
3,040,622               -         (66,003)

     Operating limited partnership loss not
        allowed for financial reporting
        under equity method of accounting       (4,808,528)
(1,931,030)     (1,713,703)       (411,077)

     Excess of tax depreciation over book
        depreciation on operating limited
        partnership assets                      (1,539,602)
(42,774)       (265,391)       (141,482)

     Difference due to fiscal year for book
        purposes and calendar year for tax
        purposes                                   675,015
868       1,491,187         (21,904)

     Impairment loss not recognized for tax
        purposes                                 6,953,234
2,873,020       1,031,360               -
                                             --------------  ----
----------  --------------  --------------

     Income (loss) for tax return purposes,
        December 31, 1996                   $   (6,160,357) $
2,795,070  $   (2,168,320)$    (1,812,948)
                                             ==============
==============  ==============  ==============
</TABLE>

                                F-68

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     For  income  tax  purposes,  the partnership reports using a
     December  31  year end.  The partnership's net income (loss)
     for financial reporting and tax return purposes for the year
     ended March 31, 1997 is reconciled as follows:

<TABLE>
                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>

     Net income (loss) for financial
        reporting purposes, March 31, 1997    $       244,669 $
(2,368,354)$   (4,919,960)

     Operating limited partnership rents
        received in advance                                 -
(9,471)        (2,316)

     Partnership management fees not
        recognized for tax purposes                   325,680
383,268        755,459

     Tax exempt interest income                             -
-       (105,477)

     Other                                            144,689
11,193        155,416

     Operating limited partnership loss not
        allowed for financial reporting
        under equity method of accounting            (399,572)
(169,086)      (184,060)

     Excess of tax depreciation over book
        depreciation on operating limited
        partnership assets                           (128,565)
(295,913)      (665,477)

     Difference due to fiscal year for book
        purposes and calendar year for tax
        purposes                                       26,617
5,473       (827,226)

     Impairment loss not recognized for tax
        purposes                                            -
-      3,048,854
                                                --------------  -
------------- --------------

     Income (loss) for tax return purposes,
        December 31, 1996                     $       213,518 $
(2,442,890)$   (2,744,787)
                                                ==============
============== ==============
</TABLE>

                                F-69

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     The  difference between the investments in operating limited
     partnerships  for  tax  purposes  and  financial  statements
     purposes  is  primarily due to the differences in the losses
     not recognized under the equity method of accounting and the
     historic  tax  credits  taken  for  income tax purposes.  At
     March 31, 1999, the differences are as follows:

<TABLE>
                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>

     Investment in operating limited
        partnerships - tax return December
        31, 1998                            $   40,781,686  $
2,824,905  $    4,959,720 $     5,537,169

     Add back losses not recognized under
        the equity method                       13,755,561
3,172,897       3,925,663       1,709,998

     Historic tax credits                        5,105,527
1,819,802         240,250               -

     Impairment loss in investment in
        operating limited partnership           (5,109,374)
(125,066)     (1,134,799)       (776,692)

     Less share of loss - three months
        ended March 31, 1999                      (468,736)
(255,418)              -               -

     Impairment loss not recognized for tax
        purposes                                (6,953,234)
(2,873,020)     (1,031,360)              -

     Other                                       5,705,186
(3,589,852)      2,124,256         835,477
                                             --------------  ----
----------  --------------  --------------

     Investment in operating limited
        partnerships - as reported, March
        31, 1999                            $   52,816,616  $
974,248  $    9,083,730 $     7,305,952
                                             ==============
==============  ==============  ==============
</TABLE>

                                F-70

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     The  difference between the investments in operating limited
     partnerships  for  tax  purposes  and  financial  statements
     purposes  is  primarily due to the differences in the losses
     not recognized under the equity method of accounting and the
     historic  tax  credits  taken  for  income tax purposes.  At
     March 31, 1999, the differences are as follows:

<TABLE>
                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>

     Investment in operating limited
        partnerships - tax return December
        31, 1998                              $     6,303,415 $
7,004,941 $   14,151,536

     Add back losses not recognized under
        the equity method                           1,785,325
1,222,852      1,938,826

     Historic tax credits                           1,281,688
-      1,763,787

     Less share of loss - three months
        ended March 31, 1999                         (721,702)
(613,706)    (1,737,409)

     Impairment loss in investment in
        operating limited partnership                 (84,701)
(128,617)             -

     Impairment loss not recognized for tax
        purposes                                            -
-     (3,048,854)

     Other                                            255,019
1,853,094      4,227,192
                                                --------------  -
------------- --------------

     Investment in operating limited
        partnerships - as reported, March
        31, 1999                              $     8,819,044 $
9,338,564 $   17,295,078
                                                ==============
============== ==============
</TABLE>

                                F-71

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     The  difference between the investments in operating limited
     partnerships  for  tax  purposes  and  financial  statements
     purposes  is  primarily due to the differences in the losses
     not recognized under the equity method of accounting and the
     historic tax credits taken for income tax purposes. At March
     31, 1998, the differences are as follows:

<TABLE>
                                                  Total
Series 7        Series 9        Series 10
                                             --------------  ----
----------  --------------  --------------
<S>                                          <C>             <C>
<C>             <C>

     Investment in operating limited
        partnerships - tax return December
        31, 1997                            $   54,366,018  $
3,699,459  $    8,224,889 $     6,955,886

     Add back losses not recognized under
        the equity method                        9,596,954
2,854,029       2,967,867       1,137,095

     Historic tax credits                        5,105,527
1,819,802         240,250               -

     Less share of loss - three months
        ended March 31, 1998                    (5,109,374)
(125,066)     (1,134,799)       (776,692)

     Impairment loss not recognized for tax
        purposes                                (6,953,234)
(2,873,020)     (1,031,360)              -

     Other                                       3,834,086
(3,889,878)      1,554,860         895,170
                                             --------------  ----
----------  --------------  --------------

     Investment in operating limited
        partnerships - as reported, March
        31, 1998                            $   60,839,977  $
1,485,326  $   10,821,707 $     8,211,459
                                             ==============
==============  ==============  ==============
</TABLE>

                                F-72

<PAGE>

       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE  D  -  RECONCILIATION  OF  FINANCIAL  STATEMENT NET INCOME
              (LOSS) TO TAX RETURN (Continued)

     The  difference between the investments in operating limited
     partnerships  for  tax  purposes  and  financial  statements
     purposes  is  primarily due to the differences in the losses
     not recognized under the equity method of accounting and the
     historic tax credits taken for income tax purposes. At March
     31, 1998, the differences are as follows:

<TABLE>
                                                   Series 11
Series 12      Series 14
                                                --------------  -
------------- --------------
<S>                                             <C>
<C>            <C>

     Investment in operating limited
        partnerships - tax return December
        31, 1997                              $     7,937,986 $
8,896,024 $   18,651,774

     Add back losses not recognized under
        the equity method                           1,049,548
654,438        933,977

     Historic tax credits                           1,281,688
-      1,763,787

     Less share of loss - three months
        ended March 31, 1998                         (721,702)
(613,706)    (1,737,409)

     Impairment loss not recognized for tax
        purposes                                            -
-     (3,048,854)

     Other                                            325,422
1,649,085      3,299,427
                                                --------------  -
------------- --------------

     Investment in operating limited
        partnerships - as reported, March
        31, 1998                              $     9,872,942 $
10,585,841 $   19,862,702
                                                ==============
============== ==============
</TABLE>

                                F-73

<PAGE>
       Boston Capital Tax Credit Fund II Limited Partnership
                   Series 7, 9 through 12, and 14

             NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   March 31, 1999, 1998 and 1997

  NOTE E - CASH EQUIVALENTS

     Cash  equivalents  of  $527,993 and $661,174 as of March 31,
     1999   and  1998,  respectively,  include  tax-exempt  sweep
     accounts, certificates of deposit, and money market accounts
     with interest at rates ranging 2.25% to 5.3% per annum.

  NOTE F - NOTES RECEIVABLE

     Notes  receivable  at  March  31,  1999 and 1998, consist of
     advance   installments   of   capital  contributions  and/or
     advances  made to operating limited partnerships of $543,584
     and  $604,695,  respectively.  The Series 12 notes, $-0- and
     $61,111  at  March  31,  1999  and  1998,  respectively, are
     noninterest bearing and due on demand.  The Series 14 notes,
     $543,584   and   $543,584   at  March  31,  1999  and  1998,
     respectively,  are  noninterest  bearing  and due on demand.
     The carrying value of the notes receivable approximates fair
     value.

  NOTE G - INVESTMENTS HELD TO MATURITY

     Investments  held  to  maturity  at March 31, 1999 and 1998,
     consist  of  certificates of deposit totaling $1,060,192 and
     $ 9 17,497,  respectively.    The  certificates  of  deposit
     relating  to each year mature within the next 12 months with
     interest rates ranging from 5.30% to 5.65% per annum.

     Proceeds  from  redemptions  of  investments during the year
     ended March 31, 1999 were $944,428.

  NOTE H - CONTINGENCY

     Woodfield  Commons,  an operating limited partnership, is in
     receipt  of  a  60-Day letter issued by the IRS stating that
     the   partnership   has  not  met  certain  IRC  Section  42
     requirements.  The finding was the result of an IRS audit of
     the  partnership's  tenant  files.   The IRS has proposed an
     adjustment   that   would  disallow  the  partnership  from
     utilizing  certain  past  or  future credits.  The Operating
     General Partner and its Counsel are in the process of filing
     an  appeal  to the finding of the IRS, and do not anticipate
     an outcome that will have a material effect on the financial
     statements.    Accordingly,  no  adjustment has been made in
     accompanying financial statements.

                                F-74
<TABLE>

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

                              Boston Capital Tax Credit Fund II
Limited Partnership - Series 7
                                  Schedule III - Real Estate and
Accumulated Depreciation
                                                     March 31,
1999

                                         Subsequent
                          Initial       capitalized     Gross
amount at which
                       cost to company    costs**     carried at
close of period
                          ---------------  -----------
-----------------------------
                                Buildings
Buildings                Accum.   Con-    Acq-    Depre-
               Encum-           and im-     Improve-             and
im-                  Depre-   struct  uired   ciation
Description   brances    Land   provements    ments       Land
provemnts      Total     ciation   Date    Date    Life
----------------------------------------------------------------------
-----------------------------------------------------
Bowditch
School     1,622,807    65,961  4,818,466     75,906     65,961
4,894,372    4,960,333   1,384,366  12/89  12/89       34

Briarwood
Apts LP      622,916    44,500    747,246     25,599     44,500
772,845      817,345     291,721  12/89  12/89   5-27.5

Buckner
Prop LP      618,119    27,500    771,030     16,550     27,500
787,580      815,080     312,294   3/89  12/89   5-27.5

Creekside  1,088,820    89,016  1,290,616        211     89,016
1,290,827    1,379,843     202,318   9/89   6/89   5-27.5

Deer Hill
II LP      1,476,070   103,000  1,424,556    337,809    103,000
1,762,365    1,865,365     643,744   5/89   2/90   5-27.5

Hillandale 3,119,770   601,653  4,198,973  1,822,375    601,653
6,021,348    6,623,001   2,125,278   1/90  12/89   5-27.5

King City
Elderly    1,658,088   175,000  2,549,870     65,392    175,000
2,615,262    2,790,262     833,015  11/89   6/90     27.5

Lebanon
Prop II LP   572,358     3,000    730,187     10,998      3,000
741,185      744,185     281,199   7/89  12/89   5-27.5
                                                           F-75


                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 7
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description   brances    Land   provements    ments        Land   provemnts
Total      ciation   Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Metropole
Apts
Assoc      2,164,291    82,800  2,621,625     51,040     82,800   2,672,665
2,755,465     870,041  12/89  12/89     27.5

New
Holland
Apts             -0-    80,000  3,269,700 (3,269,700)c      -0-         -0-
-0-         -0-   8/90   5/90       35

Oak Grove
Estates
LP           484,063    15,200    597,465     15,677     15,200     613,142
628,342     232,990   9/89  12/89     27.5

Oakview
LTD        1,125,970    35,280  1,375,820     84,616     35,280   1,460,436
1,495,716     409,176  10/89  12/89       40

Rosenberg
Hotel      1,811,122   452,000  7,434,335 (5,242,255)b  415,000   2,192,080
2,607,080     125,939   1/92   2/90     27.5

Westwood   1,410,139    96,600  1,355,174    354,818     96,660   1,709,992
1,806,652     626,936   7/90   7/90   5-27.5
Winfield
Prop II
LP           608,648    37,000    735,086     12,422     37,000     747,508
784,508     293,198   5/89  12/89   5-27.5
          ----------  -------- ----------  ---------  ---------  ----------   --
--------   ---------
          18,383,181 1,908,510 33,920,149 (5,638,542) 1,791,570  28,281,607
30,073,177   8,632,215
          ========== ========= ==========  =========  =========  ==========
==========   =========
                                                          F-76

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31, 1998.

a - Decrease due to a reallocation of acquisition costs.
b - Decrease due to building impairment in year ended December 31, 1997.
c - Financial statement not available.  Refer to note in Results of Operations
in Form 10-K
    for more information.

**There were no carrying costs as of December 31, 1998.  The column has been
ommitted for presentation purposes.
</TABLE>




























                                                           F-77



Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership  - Series 7
Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 41,816,362
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  1,735,711
    Other.............................................          0
                                                       ----------
                                                                 $  1,735,711

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 43,552,073

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    147,543
    Other.............................................          0
                                                       ----------
                                                                 $    147,543
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------

Balance at close of period - 03/31/94............................$ 43,699,616
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     58,462
    Other.............................................          0
                                                       ----------
                                                                 $     58,462

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (261,992)
                                                       ----------
                                                                 $   (261,992)
                                                                  -----------
Balance at close of period - 03/31/95............................$ 43,496,086
                                            F-78

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership  - Series 7

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95.........................$ 43,496,086

  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................      26,794
    Other.........................................           0
                                                   -----------
                                                              $     26,794
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $          0
                                                               -----------
Balance at close of period - 03/31/96.........................$ 43,522,880

 Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................           0
                                                   -----------
                                                              $          0
  Deductions during period:
    Cost of real estate sold......................$          0
    Other......................................... (12,480,477)
                                                   -----------
                                                              $(12,480,477)
                                                               -----------
Balance at close of period - 03/31/97.........................$ 31,042,403

 Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................      44,376
    Other.........................................           0
                                                   -----------
                                                              $     44,376
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $          0
                                                              ------------
Balance at close of period - 03/31/98........................ $ 31,086,779

                                         F-79
Boston Capital Tax Credit Fund II Limited Partnership  - Series 7

Reconciliation of Land, Building & Improvements current year changes-Continued


Balance at close of period - 03/31/98........................ $ 31,086,779

  Additions during period:
    Acquisitions through foreclosure............  $          0
    Other acquisitions............................           0
    Improvements, etc.............................      56,791
    Other.........................................           0
                                                   -----------
                                                              $     56,791
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................  (1,073,393)
                                                   -----------
                                                              $ (1,073,393)
                                                              ------------
Balance at close of period - 03/31/99........................ $ 30,073,177
                                                    ============






























                                       F-80

Notes to Schedule III - Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 7

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$ 2,312,199
  Current year expense................................$1,360,178
                                                       ---------

Balance at close of period - 3/31/93............................$ 3,672,377
  Current year expense................................$1,436,830
                                                       ---------

Balance at close of period - 3/31/94............................$ 5,109,207
  Current year expense................................$1,391,094
                                                       ---------

Balance at close of period - 3/31/95............................$ 6,500,301
  Current year expense................................$1,384,980
                                                       ---------

Balance at close of period - 3/31/96............................$ 7,885,281
  Current year expense................................$ (333,705)
                                                       ---------

Balance at close of period - 3/31/97............................$ 7,551,576
Current year expense................................$  980,513
                                                       ---------

Balance at close of period - 3/31/98............................$ 8,532,089
                                                                 ==========
  Current year expense................................$  100,126
                                                       ---------

Balance at close of period - 3/31/99............................$ 8,632,215
                                                                 ==========














                                        F-81

<TABLE>

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

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                            Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
-----------------------------
                                Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-           and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description   brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date   Life
--------------------------------------------------------------------------------
--------------------------------------------
438 Warren
St.          721,934    45,972  1,177,081     39,181     45,972   1,216,262
1,262,234     404,786   5/90   3/90       28

Beaver
Brook      1,182,450   135,070  1,395,155      5,942    135,070   1,401,097
1,536,167     517,417   5/90   4/90     27.5

Big Lake
Seniors      558,694    27,804    732,961          0     27,804     732,961
760,765      65,522   6/95   4/94   5-27.5

Blakely      945,712    50,000  1,159,403     27,320     50,000   1,186,723
1,236,723     411,795   5/90   5/90   5-27.5

Blanco Sr    518,510    40,147    679,816          0     40,147     679,816
719,963      77,553   9/94  12/93     7-40

Blooming-
dale       1,477,901   100,338  1,771,660      7,676    100,338   1,779,336
1,879,674     615,900   3/90   5/90   5-27.5

Breeze-
wood       1,426,808   114,000  1,784,173      4,415    114,000   1,788,588
1,902,588     603,074   5/90   5/90   7-27.5

Brooklyn   1,106,279     9,000  1,416,895     74,219      9,000   1,491,114
1,500,114     387,066   5/90   5/90   5-27.5
                                                          F-82

                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999
                                             Subsequent
                             Initial       capitalized     Gross amount at which
                          cost to company    costs**     carried at close of
period
                          ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description   brances    Land   provements    ments        Land   provemnts
Total       ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Calif.
Inv.V      5,492,513   401,411 10,661,108     167,657    401,411  10,828,765
11,230,176   2,685,550   3/90   3/90       35

Cambridge  1,132,472    99,974  1,381,815       2,550     99,974   1,384,365
1,484,339     484,474   1/90   4/90   7-27.5
Cedar
Rapids     4,379,835   294,600  7,692,319     230,139    294,600   7,922,458
8,217,058   2,591,617   6/90   4/90   7-27.5

Corinth    1,487,949    53,351  1,865,231      69,548     53,351   1,934,779
1,988,130     661,475   2/90   4/90   5-27.5

Cotton Mill
Assoc.     1,477,350    75,000  1,730,384      17,491     75,000   1,747,875
1,822,875     305,767   7/93  10/92   5-27.5

Fawn
River      3,693,439    77,000  4,396,993     497,959     77,000   4,894,952
4,971,952   1,428,166  10/90  10/90     27.5

Fountain
Green        707,838    68,134    880,440       5,125     68,134     885,565
953,699     289,516   5/90   6/90     27.5

Glenwood
Hotel        735,954    25,000  1,128,486      10,400     25,000   1,138,886
1,163,886     382,128   6/90   6/90   7-27.5

Greenwich  1,481,124    85,197  1,862,476      87,253     85,197   1,949,729
2,034,926     641,591   2/90   4/90   5-27.5

Grifton    1,253,867    35,393  1,170,847     367,089     35,393   1,537,936
1,573,329     205,707   2/94   9/93   7-27.5


                                                         F-83
                               Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-  struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation  Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Hacienda
Villa      3,871,423   233,165  7,304,446    204,626    233,165   7,509,072
7,742,237   1,704,525   1/90   4/90       40

Haines
City       1,436,748   100,000  1,709,218     19,843    100,000   1,729,061
1,829,061     613,376   2/90   4/90     27.5

Hernando   1,483,797    70,000  1,975,766      8,818     70,000   1,984,584
2,054,584     676,741   7/90   6/90     27.5

Hobe
Sound      2,793,221   261,000  3,482,634     29,920    261,000   3,512,554
3,773,554   1,195,066   4/90   4/90     27.5

Immokalee  2,190,380   160,000  2,732,134     10,354    160,000   2,742,488
2,902,488     683,163   5/90   5/90   7-27.5

Kristin
Park       1,389,295   117,179  1,694,459     42,659    117,179   1,737,118
1,854,297     427,550   6/90   3/90     27.5

Le Grande
Enterprise 1,736,822    13,090  2,232,493          0     67,500   2,232,493
2,299,993     264,576  10/93  11/92     5-50

Long-
meadow     1,478,983    95,000  1,765,749      9,057     95,000   1,774,806
1,869,806     402,546   8/90   8/90    10-40

Maywood    1,499,427    53,000  1,961,139      8,867     53,000   1,970,006
2,023,006     646,326   7/90   3/90   5-27.5

Meadow
run          639,341    44,400    784,163      6,398     44,400     790,561
834,961     272,273   5/90   5/90     27.5
                                                          F-84
                               Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-   Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Meadow-
crest      2,885,424   286,065  4,982,274     51,161    286,065   5,033,435
5,319,500   1,770,960  10/90   9/90   5-27.5

Newfane
Senior       983,278    30,000  1,211,708     12,621     30,000   1,224,329
1,254,329     327,411   9/92  10/92   5-27.5

New
Holland            0    80,000  3,269,700 (3,269,700)b        0           0
0           0   8/90   5/90   5-27.5

Old
Stage      1,263,690    39,840  1,517,419      6,830     39,840   1,524,249
1,564,089     507,474   9/90   5/90     27.5

Pedcor
Invest.    3,226,054   170,435  6,211,383    330,270    170,435   6,541,653
6,712,088   1,507,734   4/90   3/90     27.5

Pleasanton
Sr           621,607    40,000    813,308          0     40,000     813,308
853,308     131,309   7/93  12/93       40

Polkton
Housing      643,221    25,038    754,785          0     25,038     754,785
779,823     214,029  12/93   1/94   5-27.5

Princess
Manor      1,490,181    57,066  1,869,314     12,614     57,066   1,881,928
1,938,994     647,926   8/90   6/90   5-27.5

Princess
Villas     1,489,187    63,104  1,786,927     13,564     63,104   1,800,491
1,863,595     609,948   8/90   6/90   5-27.5
F-85
                                Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Putney
First      1,420,329   128,800  1,804,424    (10,683)   128,800   1,793,741
1,922,541     282,332   5/93  12/92   5-27.5

Quail Hollow
RRH        1,468,305   100,000  1,861,652      4,796    100,000   1,866,448
1,966,448     660,949   1/90   5/90     27.5

Quail Hollow
Warsaw     1,403,251    33,500  1,747,578      8,435     33,500   1,756,013
1,789,513     385,013   9/90   7/90     7-40

Rainbow
Gardens    1,215,070    70,000  1,450,989        287     70,000   1,451,276
1,521,276     321,412   6/93  12/92   7-27.5

Raitt
St. Apts.    809,371   270,281  1,221,755          0    270,281   1,221,755
1,492,036     238,790   8/93   5/93   5-27.5

School
St. II       795,889    37,622  1,585,434      3,793     37,622   1,589,227
1,626,849     352,053   6/93   6/93   7-27.5

South
Paris
Housing    1,487,585    65,000  1,853,831   (176,840)   242,301   1,676,991
1,919,292     402,589  10/92  11/92   5-27.5

South-
western    1,424,829    30,000  1,766,094     26,044     30,000   1,792,138
1,822,138     618,028   5/90   5/90   7-27.5


                                                            F-86
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series  9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date   Life
--------------------------------------------------------------------------------
--------------------------------------------
Spring-
field      3,792,526   775,955   4,177,205  5,475,898    775,955   9,653,103
10,429,058   2,629,785   6/91   6/90   5-27.5

Sunshine   1,469,230   127,000   1,729,289     79,288    117,000   1,808,577
1,925,577     568,016  11/90   9/90   5-27.5

Surry
Village II   774,314    60,000     938,244      2,475     50,718     940,719
991,437     335,097   1/90   5/90   5-27.5

Tappa-
hannock
Green      1,503,897   122,500   1,703,483          0    122,500   1,703,483
1,825,983     342,578   5/94   3/94   5-27.5

Twin
Oaks       1,138,335    53,636   1,397,601       (128)    53,636   1,397,473
1,451,109     476,392   5/90   5/90   5-27.5

Village
Oaks         731,985    42,140     884,614      5,722     42,140     890,336
932,476     301,046   2/90   6/90   5-27.5

Warrens-
burg         791,662    32,000     991,475      9,572     32,000   1,001,047
1,033,047     385,251   4/90   4/90   5-27.5

Westside   2,414,747    25,000   4,022,240    (40,531)a   25,000   3,981,709
4,006,709   1,191,379  12/90   6/90   5-27.5


                                                       F-87
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series  9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation   Date    Date   Life
--------------------------------------------------------------------------------
--------------------------------------------
Westwood  1,410,139    96,660    1,690,074     18,348     98,230    1,708,422
1,806,652     626,936   7/90   7/90    27.5

Wilming-
ton       1,049,261    75,637    1,293,362       (688)a   75,637    1,292,674
1,368,311     423,944   8/90   8/90    27.5
         ---------- ---------  -----------  ---------  ---------  -----------  -
----------  ----------
         86,003,433 5,821,504  123,065,606  4,517,654  5,955,503  127,583,260
133,538,763  35,903,627
         ========== =========  ===========  =========  =========  ===========
===========  ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1998.
a - Decrease due to a reallocation of acquisition costs.
b - Financial statement not available.  Refer to note in Results of Operations
in Form 10-K for more information.

**There were no carrying costs as of December 31, 1998.  The column has been
omitted for presentation purposes.







</TABLE>                                               F-88


Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 9
Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$122,231,856

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  3,447,429
    Improvements, etc.................................    143,343
    Other.............................................          0
                                                       ----------
                                                                 $  3,590,772

  Deductions during period:
    Cost of real estate sold..........................$(7,395,934)
    Other.............................................    (24,083)
                                                       ----------
                                                                 $ (7,420,017)
                                                                  -----------
Balance at close of period - 03/31/93............................$118,402,611

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  3,591,731
    Improvements, etc.................................  9,011,423
    Other.............................................          0
                                                       ----------
                                                                 $ 12,603,154
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$131,005,765
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  2,630,397
    Improvements, etc.................................  1,266,494
    Other.............................................          0
                                                       ----------
                                                                 $  3,896,891

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$134,902,656

                                               F-89

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 9
Reconciliation of Land, Building & Improvements current year
changes-Continued

Balance at close of period -
03/31/95.........................$134,902,656

  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     818,652
    Other.........................................           0
                                                   -----------
                                                              $
818,652
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $
0

-----------
Balance at close of period -
03/31/96.........................$135,721,308

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................           0
                                                   -----------
                                                              $
0
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................  (2,117,890)
                                                   -----------
                                                              $
(2,117,890)

-----------
Balance at close of period -
03/31/97.........................$133,603,418

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     355,226
    Other.........................................           0
                                                   -----------
                                                              $
355,226
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $
0

-----------
Balance at close of period -
03/31/98.........................$133,958,644

                                            F-90

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 9
Reconciliation of Land, Building & Improvements current year
changes-Continued

Balance at close of period -
03/31/98.........................$133,958,644

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     570,512
    Other.........................................           0
                                                   -----------
                                                              $
570,512
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................    (990,393)
                                                   -----------
                                                              $
0

-----------
Balance at close of period -
03/31/99.........................$133,538,763

===========






































                                       F-91




Notes to Schedule III - Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 9

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92......................$
6,203,920

  Current year expense...............................$4,059,735
                                                      ---------

Balance at close of period -
3/31/93...........................$10,263,655
  Current year expense...............................$4,195,190
                                                      ---------

Balance at close of period -
3/31/94...........................$14,458,845
  Current year expense...............................$4,588,398
                                                      ---------

Balance at close of period -
3/31/95...........................$19,047,243
  Current year expense...............................$4,535,644
                                                      ---------

Balance at close of period -
3/31/96...........................$23,582,887

  Current year expense...............................$4,517,586
                                                      ---------

Balance at close of period -
3/31/97...........................$28,100,473

  Current year expense...............................$4,359,076
                                                      ---------

Balance at close of period -
3/31/98...........................$32,495,549

Current year expense...............................$3,444,078
                                                    ---------

Balance at close of period -
3/31/99...........................$35,903,627

==========











                                        F-92


<TABLE>

<S>        <C>         <C>      <C>         <C>         <C>      <C>
<C>          <C>        <C>    <C>     <C>
                                 Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                        Schedule III - Real Estate and
Accumulated Depreciation
                                                      March 31, 1999
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------

Ackerman     587,088    42,000    619,380    252,279     42,000     871,659
913,659     109,671   6/94   9/93   5-27.5

Athens II  1,335,137    75,000  1,642,281     10,324     75,000   1,652,605
1,727,605     507,997   6/90   8/90   5-27.5

Autumn
Lane         733,281    34,094    891,072        382     34,094     891,454
925,548     288,811  11/90   8/89   5-27.5

Baytree      956,338    44,759  1,099,246    114,097     44,759   1,213,343
1,258,102     430,113   7/90  11/88   5-27.5

Benchmark    949,911    60,600  1,137,112     34,022     60,600   1,171,134
1,231,734     423,142   7/90  11/88   5-27.5

Brentwood    953,801    64,999  1,163,002     21,116     64,999   1,184,118
1,249,117     255,056  10/90  11/90   5-27.5

Briarwood  1,480,997   154,900  1,898,553   (413,797)   154,900   1,484,756
1,639,656     497,837   8/90   8/90   7-27.5

Butler
Properties   502,875    37,500    376,730    223,430     37,500     600,160
637,660     118,458   2/91  12/90   5-27.5

Candlewick
Place      1,256,465    70,800  1,500,289     66,869     70,800   1,567,158
1,637,958     288,565  10/92  12/92   5-27.5

                                                           F-93


                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired  ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation   Date    Date   Life
--------------------------------------------------------------------------------
-------------------------------------------
Cedarstone   772,284    66,000    955,695     24,660     66,000     980,355
1,046,355     174,576   5/93   5/93     5-40

Centre-
ville Apts.  632,553    63,073    697,069     53,246     16,000     750,315
766,315     316,101   2/90  11/90   5-27.5

Charlton
Court      1,200,178    56,144  1,449,050      3,300     56,144   1,452,350
1,508,494     353,958   1/93  12/92   7-27.5

Chuck-
atuck      1,444,818   128,725  1,731,557     16,773    128,725   1,748,330
1,877,055     431,883   2/90  11/90    12-40

Clover-
leaf I       854,716    54,740    969,048     20,689     54,740     989,737
1,044,477     340,044   4/90  11/90   5-27.5

Clover-
leaf II      873,923    66,488    981,480     22,147     66,488   1,003,627
1,070,115     344,179   4/90  11/90   5-27.5

Connells-
ville      1,366,990    55,440  1,591,799     15,344     55,440   1,607,143
1,662,583     389,689   3/90  11/90   5-27.5

Dallas     1,627,681   230,059  3,408,933   (195,432)*  230,059   3,213,501
3,443,560   1,099,100  10/90  12/91   5-27.5

Ellaville    786,493    45,000    977,293      1,270     45,000     978,563
1,023,563     344,423   2/90   7/90   5-27.5

Forsyth    1,456,276    55,000  1,894,917      5,321     55,000   1,900,238
1,955,238     620,558   9/90   7/90   7-27.5

                                                           F-94
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Freedom
Apts.      1,049,108   144,065  1,219,436     21,961    144,065   1,241,397
1,385,462    287,649   9/90  11/90   5-27.5

Great
Falls        873,139    38,292  1,053,154      8,558     38,292   1,061,712
1,100,004    347,789  10/90  11/90   5-27.5

Hartway
Properties   912,622    49,000  1,116,507          0     49,000   1,116,507
1,165,507    300,821   6/90   7/90   5-27.5

Hilltop    1,486,583   105,000  1,916,734     30,275    105,000   1,947,009
2,052,009    647,717   7/90   8/90   7-27.5

Ironton
Estates      623,622    29,500    794,461      2,089     29,500     796,550
826,050    214,140   1/93   5/93   5-27.5

Lambert
Square       998,233    41,200  1,243,568     10,169     41,200   1,253,737
1,294,937    198,669  12/92  11/92     5-40

Lawton
Apts.      1,486,690    54,400  1,848,603     27,942     54,400   1,876,545
1,930,945    767,732   6/90  11/90   5-27.5

Longview     870,881    25,000  1,071,946     68,517     25,000   1,140,463
1,165,463    403,840   8/90  11/88   5-27.5

Maidu      2,126,654    56,500  4,890,261    306,134     56,500   5,196,395
5,252,895  1,511,294  12/91   3/91   7-27.5

                                                           F-95

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total    ciation   Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Meadow-
brook      1,477,010    75,141  1,789,549      5,344     75,141   1,794,893
1,870,034    623,469   3/90   9/90   5-27.5

Mercer
Apts.        907,871    46,249  1,098,860     25,226     46,249   1,124,086
1,170,335    263,224   8/90  11/90   5-27.5

Morgan-
town         768,620    36,000    930,187          7     36,000     930,194
966,194    196,829  12/90   8/90   5-27.5

Newnan     1,941,612    92,706  4,128,942   (241,002)*   92,706   3,887,940
3,980,646  1,336,229  10/90  12/90   5-27.5


Parkwood   3,009,245   316,667  4,358,381     10,684    316,667   4,369,065
4,685,732  1,364,709   5/91   3/91   5-27.5

Pedcor
Invest-
ments      3,242,689   200,000  4,714,711    617,505    200,000   5,332,216
5,532,216  1,105,081  10/90   7/90   5-27.5

Pinetree
Manor        979,429    30,000  1,210,633      5,117     30,000   1,215,750
1,245,750    190,159   1/93  11/92     7-40

Pineview     960,426   125,000  1,178,400      4,541    125,000   1,182,941
1,307,941    387,972  12/90   9/90   7-27.5


                                                           F-96




                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-          and im-        Improve-          and im-
Depre-   struct   uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation    Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Rosewood
Village      648,664    36,000    806,255      3,813     36,000     810,068
846,068   276,934   7/90   7/90   5-27.5

South
Farm       1,979,327   254,636  3,486,308      7,644    254,636   3,493,952
3,748,588   846,400   7/93   4/93     7-40

Stockton
Estates      515,002    17,500    647,699      1,371     17,500     649,070
666,570   181,572   1/93   2/93   5-27.5

Stratford
Square       750,916    63,000    443,433    455,503     63,000     898,936
961,936   156,827   2/93  10/92     5-40

Summer
Glen       1,482,950   147,225  1,669,056      2,673    147,225   1,671,729
1,818,954   308,401   3/93  11/92     5-40

Washington
Heights      500,000    76,537    974,803     19,171     84,661     993,974
1,078,635   235,982   7/90  11/90   5-27.5

West Des
Moines     2,340,197   437,568  4,154,100    314,050    437,568   4,468,150
4,905,718 1,398,949   7/90   7/90   7-27.5

Wichita
West       1,738,640   110,377  2,920,599     70,114    110,377   2,990,713
3,101,090   944,816   7/90   7/90   7-27.5

                                                    F-97



                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-          and im-        Improve-          and im-
Depre-   struct   uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation    Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Woodside
Housing    1,479,910     60,140  1,926,294     13,436     60,140   1,939,730
1,999,870     424,045   11/90  12/90   5-27.5
          ----------  --------- ---------- ----------  --------- -----------  -
---------  ----------
          54,921,845  4,073,024 76,577,386  2,066,882  4,034,075  78,644,268
82,678,343  22,255,410
          ==========  ========= ========== ==========  ========= ===========
==========  ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1998.

* Decrease due to reduction in development fee which reduced the property basis.
**There were no carrying costs as of December 31, 1998.  The column has been
ommitted for
presentation purposes.







</TABLE>

                                                         F-98

Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 10

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 73,561,151

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  2,204,866
    Improvements, etc.................................    314,333
    Other.............................................          0
                                                       ----------
                                                                 $  2,519,199

  Deductions during period:
    Cost of real estate sold..........................$(7,395,934)
    Other.............................................          0
                                                       ----------
                                                                 $(7,395,934)
                                                                  -----------
Balance at close of period - 03/31/93............................$ 68,684,416

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  8,492,161
    Improvements, etc.................................  6,297,007
    Other.............................................          0
                                                       ----------
                                                                 $ 14,789,168
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$ 83,473,584
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    313,600
    Other.............................................          0
                                                       ----------
                                                                 $    313,600

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 83,787,184
                                           F-99


Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 10

Reconciliation of Land, Building & Improvements current year
changes - continued

Balance at close of period - 03/31/95.........................$
83,787,184
  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................      86,855
                                                   -----------
                                                              $
86,855
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................    (440,637)
                                                   -----------
                                                              $
(440,637)

-----------
Balance at close of period - 03/31/96.........................$
83,433,402
  Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................           0
    Other.........................................           0
                                                   -----------
                                                              $
0
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................     186,916
                                                   -----------
                                                              $
186,916

-----------
Balance at close of period - 03/31/97.........................$
83,620,318

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     116,256
    Other.........................................           0
                                                   -----------
                                                              $
116,256
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------


-----------
Balance at close of period - 03/31/98.........................$
83,736,574



                                         F-100










Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 10

Reconciliation of Land, Building & Improvements current year
changes - continued

Balance at close of period - 03/31/98.........................$
83,736,574

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     530,895
    Other.........................................           0
                                                   -----------
                                                              $
530,895
  Deductions during period:
    Cost of real estate sold......................$          0
    Other * ......................................  (1,589,126)
                                                   -----------

(1,589,126)

-----------
Balance at close of period - 03/31/99.........................$
82,678,343

===========

 * Deduction is Northern Connecticut; disposed of during
   fiscal year March 31, 1999.































                               F-101



Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 10

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$
3,259,154

  Current year expense................................$2,487,975
                                                       ---------

Balance at close of period - 3/31/93............................$
5,747,129

  Current year expense................................$2,881,214
                                                       ---------

Balance at close of period - 3/31/94............................$
8,628,343

  Current year expense................................$2,883,271
                                                       ---------

Balance at close of period -
3/31/95............................$11,511,614

  Current year expense................................$2,768,634
                                                       ---------

Balance at close of period -
3/31/96............................$14,280,248

  Current year expense................................$2,797,002
                                                       ---------

Balance at close of period -
3/31/97............................$17,077,250

  Current year expense................................$2,780,726
                                                       ---------

Balance at close of period -
3/31/98............................$19,857,976


  Current year expense................................$2,397,434
                                                       ---------

Balance at close of period -
3/31/99............................$22,255,410

==========












                                          F-102


<TABLE>

<S>        <C>         <C>      <C>         <C>         <C>      <C>
<C>          <C>       <C>    <C>     <C>
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Academy
Hill       1,375,726   119,500  1,607,604     13,694    119,500   1,621,298
1,740,798   503,550   2/91   2/91   5-27.5
Aspen
Square     1,832,539   150,413  2,118,648    111,236    150,703   2,229,884
2,380,587   467,973  11/90  11/90    5-27.5

Bridge-
view       1,363,117    50,686  1,586,090      5,480     50,686   1,591,570
1,642,256   611,872  12/89  12/90    5-27.5

Buckeye    1,340,117    93,421  1,584,893     71,729     93,421   1,656,622
1,750,043   394,448   8/90  12/90    5-27.5

Church
Hill         954,605    63,232    663,136    544,328     63,232   1,207,464
1,270,696   249,998   1/91  12/90     7-40

Copper
Creek      1,173,818    77,750  1,410,989     54,532     77,750   1,465,521
1,543,271   310,042   9/90  11/90   5-27.5

Coronado     448,837     9,998  1,499,265     21,898      9,998   1,521,163
1,531,161   480,493   4/91   2/91   5-27.5

Crestwood  4,245,327   360,000 10,649,129     47,923    360,000  10,697,052
11,057,052 3,347,842   7/91   1/91   7-27.5

                                                           F-103

                           Boston Capital Tax Credit Fund II Limited Partnership
- Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
Buildings                         Buildings                 Accum.   Con-
Acq-    Depre-                 Encum-            and im-      Improve-
and im-                   Depre-   struct  uired   ciation  Description
brances    Land   provements    ments       Land    provemnts      Total
ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Dallas
Apts.      1,627,680   230,059  3,408,933   (195,433)*  230,059   3,213,500
3,443,559 1,099,100  10/90  12/90   7-27.5

Denmark I    769,583    54,000    915,172      6,494     54,000     921,666
975,666   316,259   6/90  11/90     27.5

Denmark II   817,374    36,000  1,003,547        727     36,000   1,004,274
1,040,274   339,472   6/90  11/90   5-27.5

El Dorado
Springs      580,637    22,500    735,245     10,956     17,176     746,201
763,377   271,234   9/90  11/90   5-27.5

Eldon
Estates II   580,948    30,000    690,453     33,805     30,000     724,258
754,258   258,430  11/90  12/90   5-27.5

Eldon
Manor        559,107     7,500    787,399     25,659      7,500     813,058
820,558   290,919  11/90  12/90   5-27.5

Elderly Hsing
of Macon   1,625,558    50,000  1,992,329     12,310     50,000   2,004,639
2,054,639   293,800   4/93   5/93   5-27.5

Eutaw
Elderly    1,622,443    24,000  1,972,439      8,605     24,000   1,981,044
2,005,044   249,652  12/93   5/93     5-50

Farmer-
ville        966,652    57,015  1,195,142     21,527     57,015   1,216,669
1,273,684   237,808   4/91   1/91      N/A

                                                           F-104

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999


                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description     brances    Land  provements  ments       Land     provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Forest
Glade      1,481,290   100,000  1,841,104     23,316    100,000   1,864,420
1,964,420   594,363  12/90  12/90   7-27.5

Franklin
School     1,255,938   112,032  2,528,326  1,988,116    112,032   4,516,442
4,628,474 1,204,955  12/91  10/90     27.5

Harbor
View       1,479,306   143,957  1,802,615      5,350    143,957   1,807,965
1,951,922   604,700   7/90  12/90   7-27.5

Hilltop
Apts.      1,420,379   178,736  1,545,237      1,223    178,736   1,546,460
1,725,196   373,917  11/92   1/93     27.5

Holland
Senior       898,298   27,500  1,096,333      29,802     27,500   1,126,135
1,153,635   381,098   6/90  11/90     27.5

Holly
Senior       916,621    36,882  1,139,044     33,920     36,882   1,172,964
1,209,846   390,097  10/90  11/90     27.5

Ivan
Woods      2,159,896   275,000  4,347,328     26,327    275,000   4,373,655
4,648,655 1,446,058   4/91   2/91   5-27.5

Kaplan
Manor        925,107    66,000  1,106,192     51,483     66,000   1,157,675
1,223,675   244,454  12/90  12/90     7-40
                                                           F-105


                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Lakewood     952,865    53,100  1,162,254     14,392     53,100   1,176,646
1,229,746   236,255   5/91   1/91      N/A

Licking
Associates   405,572    14,000    316,889    176,342     14,000     493,231
507,231   131,387   3/92  11/91      N/A

London
Arms       2,657,187    37,500  3,479,332    (22,804)*   37,500   3,456,528
3,494,028 1,012,187  12/90  12/90   5-27.5

Maidu      2,126,654    56,500  4,890,261    306,134     56,500   5,196,395
5,252,895 1,511,294  12/91   3/91   7-27.5

Manning
Properties   839,103    44,125  1,015,703      9,001     44,125   1,024,704
1,068,829   338,069  11/90  11/90   5-27.5

Metter     1,469,751    44,500  1,770,511      4,472     45,141   1,774,983
1,820,124   411,994   5/93  12/92   5-27.5

Nevada
Manor        647,335    50,000    782,543     12,024     50,000     794,567
844,567   291,732  10/90  11/90   5-27.5

Newnan
Apts.      1,941,612    92,706  4,128,942   (241,002)*   92,706   3,887,940
3,980,646 1,336,229  10/90  12/90   5-27.5

Oatka
Villige      918,111    35,000  1,151,205      8,492     35,000   1,159,697
1,194,697   394,572   6/90  11/90   5-27.5

RPI#18L.P. 1,230,991       100  1,776,840    119,385        100   1,896,225
1,896,325   572,381  12/90  12/90   5-27.5
F-106
                                Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation  Date    Date    Life
--------------------------------------------------------------------------------
------------------------------------------
Sierra
Springs    1,174,534    52,290  1,448,815     58,057     52,387   1,506,872
1,559,259    310,590  11/90  11/90   5-27.5

South
Fork       1,431,810   100,000  1,782,527     22,967    100,000   1,805,494
1,905,494    396,278   2/91   2/91   5-27.5

Twin
Oaks of
Allendale    781,311    71,305    951,711   (170,609)*   71,305     781,102
852,407    259,506   9/90  12/90   5-27.5

Washington   960,033    55,050  1,150,878     17,973     55,050   1,168,851
1,223,901    237,240   3/91   1/91     7-40

Wildridge  1,565,690   156,576  1,617,243      6,892    156,576   1,624,135
1,780,711    482,684   4/91   1/91   7-27.5
          ---------- --------- ---------- ----------  --------- -----------
----------- ----------
         $51,523,462 3,238,933 76,652,246  3,276,723  3,234,637  79,928,969
83,163,606 22,884,932
          ========== ========= ========== ==========  ========= ===========
=========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1998.

*Decrease due to reduction of development fee which reduced the property basis.
**There were no carrying costs as of December 31, 1998.  The column has been
ommitted for
presentation purposes.

</TABLE>
                                                         F-107
Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 11

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 75,467,308

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................     44,500
    Improvements, etc.................................    862,272
    Other.............................................          0
                                                       ----------
                                                                 $    906,772

  Deductions during period:
    Cost of real estate sold..........................$(1,343,477)
    Other.............................................   (188,348)
                                                       ----------
                                                                 $ (1,531,825)
                                                                  -----------
Balance at close of period - 03/31/93............................$ 74,842,255

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  5,762,741
    Improvements, etc.................................  1,962,905
    Other.............................................          0
                                                       ----------
                                                                 $  7,725,646
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------

Balance at close of period - 03/31/94............................$ 82,567,901
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  1,297,882
    Other.............................................          0
                                                       ----------
                                                                 $  1,297,822

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$ 83,865,783
                                          F-108
Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 11
Reconciliation of Land, Building & Improvements current year changes - continued

Balance at close of period - 03/31/95..........................$ 83,865,783
  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................      81,256
    Other..........................................           0
                                                    -----------
                                                               $     81,256
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................  (1,209,041)
                                                    -----------
                                                               $ (1,209,041)
                                                                -----------
Balance at close of period - 03/31/96..........................$ 82,737,998

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     125,078
    Other..........................................           0
                                                    -----------
                                                               $    125,078
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/97..........................$ 82,863,076

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     121,624
    Other..........................................           0
                                                    -----------
                                                               $    121,624
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/98..........................$ 82,984,700


                                           F-109


Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 11
Reconciliation of Land, Building & Improvements current year
changes - continued

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     178,906
    Other..........................................           0
                                                    -----------
                                                               $
178,906
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period - 03/31/99..........................$
83,163,606

===========





































                             F-110

Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 11

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$
2,602,158
  Current year expense................................$2,916,577
                                                       ---------

Balance at close of period - 3/31/93............................$
5,518,735
  Current year expense................................$2,946,686
                                                       ---------

Balance at close of period - 3/31/94............................$
8,465,421
  Current year expense................................$4,159,331
                                                       ---------

Balance at close of period -
3/31/95............................$12,624,752
  Current year expense................................$1,693,850
                                                       ---------

Balance at close of period -
3/31/96............................$14,318,602
  Current year expense................................$2,889,737
                                                       ---------

Balance at close of period -
3/31/97............................$17,208,339
 Current year expense.................................$2,903,701
                                                       ---------

Balance at close of period -
3/31/98............................$20,112,040

 Current year expense.................................$2,772,892
                                                       ---------

Balance at close of period -
3/31/99............................$22,884,932

==========







                                          F-111




<TABLE>

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

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999
                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total       ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Autumnwood
Village    1,012,653    40,777    371,734    904,720     40,777   1,276,454
1,317,231    339,582   4/92  10/91   5-27.5

BB&L
Enterprises  519,780    24,000    648,985      1,600     24,000     650,585
674,585    166,346   3/91   5/91     5-40

Bowman
Village      664,788    17,000    848,107      2,520     17,000     850,627
867,627    246,346   10/91   6/91   5-27.5

Brandy-
wood       1,745,251    86,029  3,313,958    (41,845)*   86,029   3,272,113
3,358,142  1,075,523   9/91  12/91   5-27.5

Briarwick  1,247,109    95,079  1,587,073        595     95,079   1,587,668
1,682,747    351,808   4/91   4/91     5-40

Bucksport  1,369,737    71,500  1,683,768     75,883     71,500   1,759,651
1,831,151    437,159   8/91   6/91   7-27.5

Burkes-
ville        733,763    40,000    897,118        530     40,000     897,648
937,648    167,199   9/91  6/91    5-27.5


                                                          F-112
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation   Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
California
Investors
VII        8,863,346   820,000  9,361,922  16,792,875    803,050  26,154,797
26,957,847  4,416,742  12/93  10/92   5-27.5

Cananche
Creek      1,234,126    66,200  1,515,813      39,277     66,200   1,555,090
1,621,290    287,579   6/91   5/91   5-27.5

Carson
Village      651,834    30,000    193,264     610,191     30,000     803,455
833,455    211,073   6/92  10/91   5-27.5

Clarkson
Prop         747,725    36,000    932,918           0     36,000     932,918
968,918    174,382   7/91   6/91   7-27.5

Clymer
House      1,114,698    20,000  1,387,091      36,563     20,000   1,423,654
1,443,654    359,362  10/91   6/91   5-27.5

Corcoran
Investment 1,523,105    75,000  1,976,455           0     75,000   1,976,455
2,051,455    374,129  11/90   2/91     5-50

Cornish
Park       1,453,966    67,390  1,761,946      94,424     68,500   1,856,370
1,924,870    505,276   6/91   6/91   5-27.5

Crescent
City       1,863,054   211,000  2,297,055     (14,590)*  211,000   2,282,465
2,493,465    467,154   3/91   3/91     5-50

Dallas II  1,627,680   230,059  3,194,199      19,301    230,059   3,213,500
3,443,559  1,099,100  10/90   3/91   7-27.5
                                                          F-113

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Earlimart  1,344,577    90,000  1,711,424        827     90,000   1,712,251
1,802,251   324,768   6/91   6/91     5-50

Evanwood     755,291    36,000    929,102        456     32,400     929,558
961,958   194,269   5/91   6/91   5-27.5

Fort
Smith        968,663    87,500  2,089,062          0     87,500   2,089,062
2,176,562   429,059   8/94   9/93   7-27.5

Frank-
lin II     1,485,229    50,000  1,864,100      6,949     50,000   1,871,049
1,921,049   606,658  11/90   4/91   7-27.5

Franklin
House        301,027     1,000    812,706      2,742      1,000     815,448
816,448   235,313   1/88   5/93   5-27.5

Hamilton
Village      569,055    18,943    368,532    344,202     18,943     712,734
731,677   195,607   3/92  10/91   5-27.5

Hunters
Park       1,409,026    92,750  1,650,083     15,431     92,750   1,665,514
1,758,264   286,956   4/91   5/91   5-27.5

Ivan
Woods      2,159,896   275,000  4,347,328     26,327    275,000   4,373,655
4,648,655 1,446,058   4/91   2/91   5-27.5

Jesup        624,741    19,375    427,265    382,416     19,375     809,681
829,056   224,728   7/92  12/91   5-27.5


                                                          F-114


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Lakeridge    915,854    34,832  1,103,517      7,461     34,832   1,110,978
1,145,810   329,011   4/91   3/91     5-50

Laurel
Village      661,420    15,145    256,421    569,407     15,145     825,828
840,973   221,578   5/92  10/91   5-27.5

Los
Caballos     766,019    53,886  1,006,731      1,700     26,943   1,008,431
1,035,374   203,518   8/91   7/91   5-27.5

Marlboro     835,337    26,176  1,032,404     14,417     26,176   1,046,821
1,072,997   349,510   2/91   3/91   5-27.5

Melvilles    892,136    18,500  1,103,074     38,605     18,500   1,141,679
1,160,179   213,428  10/91   7/91   5-27.5

Nanty Glo  1,474,229    35,000  1,869,757     31,551     35,000   1,901,308
1,936,308   483,288   7/91   6/91     7-40

Newnan II  1,941,612    92,706  3,868,800     19,140     92,706   3,887,940
3,980,646 1,336,229  10/90   3/91   7-27.5

Nye
County     1,363,365    60,000  1,694,731      5,023     60,000   1,699,754
1,759,754   548,610   4/91   5/91   5-27.5

Oakleigh     913,131    57,500    553,121    565,767     57,500   1,118,888
1,176,388   201,254   3/92   8/91     7-40

Oakwood      908,981    52,000    782,736    346,634     52,000   1,129,370
1,181,370   204,988   1/92   8/91     7-40

Parkwood   3,009,245   316,667  4,358,381     10,684    316,667   4,369,065
4,685,732 1,364,709   5/91   3/91   5-27.5
                                                         F-115
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.   Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-   struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total      ciation   Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Portales
Estates    1,438,457    66,500  1,777,470       9,543    66,500   1,787,013
1,853,513   589,232   7/91   7/91   5-27.5

Prairie
West         515,000    65,000    983,964       3,798    73,306     987,762
1,061,068   320,563   9/95   3/91   5-27.5

Ridgeway
Court        892,666    48,500  1,039,377      21,716    48,500   1,061,093
1,109,593   313,569   1/91   4/91   5-27.5

River
Reach      1,364,887   118,750  1,656,515       6,732   118,750   1,663,247
1,781,997   507,854   5/91   5/91   7-27.5

Rockmoor     437,364    30,000    521,541      45,213    30,000     566,754
596,754    95,096   3/91   5/91   5-27.5

RPI #22      567,860         0  1,177,719      16,447         0   1,194,166
1,194,166   334,269   7/91   6/91   7-27.5

Scott City   598,231    13,000    764,225       (285)    13,000     763,940
776,940   153,556  11/91   6/91   5-27.5

Shawnee
Ridge        666,743    53,650    801,129      8,388     53,650     809,517
863,167   153,163   5/91   5/91   5-27.5

Spring-
field      3,792,526   775,955  9,620,653     32,450    775,955   9,653,103
10,429,058 2,629,785   6/91   7/91   5-27.5

Stonegate
Manor      1,008,896    76,000  1,265,168      6,097     76,000   1,271,265
1,347,265   404,062  12/90   5/91   7-27.5
                                                         F-116

                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1999

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  -----------
-----------------------------
                                 Buildings                        Buildings
Accum.    Con-    Acq-    Depre-
                Encum-            and im-     Improve-             and im-
Depre-    struct  uired   ciation
Description    brances    Land   provements    ments       Land   provemnts
Total     ciation   Date    Date    Life
--------------------------------------------------------------------------------
--------------------------------------------
Turner
Lane         720,810    31,530    882,974      2,172     31,530     885,146
916,676    267,292   7/91   5/91  7-27.5

Union
Baptist      481,374         0  1,151,557     22,082          0   1,173,639
1,173,639    267,814   4/91   5/91  5-27.5

Villas of
Lakeridge    531,567    47,952    605,356        809     47,952     606,165
654,117    179,492   3/91   3/91  5-27.5

Waynesboro 1,369,897    50,000  1,455,507      1,074     50,000   1,456,581
1,506,581    445,233   1/91   4/91  5-27.5

Windsor II   730,361    51,178    887,455     12,163     51,178     899,618
950,796    299,450  11/90   4/91  7-27.5

Woodcrest    710,050    42,000    883,702     12,033     42,000     895,735
937,735    168,605  11/91   6/91    7-40

Woodside   1,154,305    19,383  1,378,829      2,231     19,383   1,381,060
1,400,443    480,310   3/91   4/91    5-40
          ---------- --------- ---------- ---------- ---------- -----------
----------- ---------
          66,652,443 4,852,412 90,653,822 21,114,446  4,814,335 111,768,268
116,582,603 27,687,644
          ========== ========= ========== ==========  ========= ===========
=========== ==========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1998
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1998  The column has been
ommitted for
presentation purposes.
</TABLE>
                                                       F-117
Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 79,690,665

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  9,428,122
    Improvements, etc.................................  7,164,766
    Other.............................................          0
                                                       ----------
                                                                 $ 16,592,888
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$ 96,283,553

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................    901,206
    Improvements, etc................................. 16,586,367
    Other.............................................          0
                                                       ----------
                                                                 $ 17,487,573
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$113,771,126
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  2,226,528
    Other.............................................          0
                                                       ----------
                                                                 $  2,226,528

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$115,997,654

                                          F-118


Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 12

Reconciliation of Land, Building & Improvements current year
changes - continued


Balance at close of period -
03/31/95..........................$115,997,654
  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     231,724
    Other..........................................           0
                                                    -----------
                                                               $
231,724
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/96..........................$116,229,378

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................      67,052
    Other..........................................           0
                                                    -----------
                                                               $
67,052
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/97..........................$116,296,430

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     141,479
    Other..........................................           0
                                                    -----------
                                                               $
141,479
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/98..........................$116,437,909






                                      F-119





Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 12

Reconciliation of Land, Building & Improvements current year
changes - continued

Balance at close of period -
03/31/98..........................$116,437,909

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     144,694
    Other..........................................           0
                                                    -----------
                                                               $
144,694
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/99..........................$116,582,603

===========

































                                F-120



Notes to Schedule III
Boston Capital Tax Credit Fund II Limited Partnership - Series 12

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.......................$
2,036,741
  Current year expense................................$3,141,623
                                                       ---------

Balance at close of period - 3/31/93............................$
5,178,364
  Current year expense................................$3,409,630
                                                       ---------

Balance at close of period - 3/31/94............................$
8,587,994
  Current year expense................................$4,171,394
                                                       ---------

Balance at close of period -
3/31/95............................$12,759,388
  Current year expense................................$4,116,629
                                                       ---------

Balance at close of period -
3/31/96............................$16,876,017
  Current year expense................................$3,687,191
                                                       ---------

Balance at close of period -
3/31/97............................$20,563,208
  Current year expense................................$3,611,359
                                                       ---------

Balance at close of period -
3/31/98............................$24,174,567

  Current year expense................................$3,513,077
                                                       ---------

Balance at close of period -
3/31/99............................$27,687,644

==========


















                                    F-121

<TABLE>


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

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-   Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date   Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Ada
Vil       1,043,226    125,997     1,201,080            0   125,997   1,201,080
1,327,077    235,747 11/93  1/93    5-30

Amherst   1,598,158     60,000     1,920,734        1,445    60,000   1,922,179
1,982,179    532,225  1/92  1/92  7-27.5

Beckwood
Manor     1,267,884     35,000     1,569,743       38,578    35,000   1,608,321
1,643,321    435,020 10/92  5/92  5-27.5

Belmont
Vlg         927,572     64,312     1,073,695        6,676    64,312   1,080,371
1,144,683    212,217 12/91  1/92  7-27.5

Bethel
Park      1,488,414    265,800     1,310,374      493,914   117,500   1,804,288
1,921,788    353,422  3/92 12/91    5-40

Blan-
chard
Senior      597,205     42,000       730,704            0    42,000     730,704
772,704    134,901  7/93  1/93    5-30

                                                            F-122

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Blanchard
Vlg         217,381     42,000       727,225     (473,334)   23,726     253,891
277,617     56,357   7/93  1/93     5-30

Brant-
wood      1,141,945     55,500     1,382,381        3,661    55,500   1,386,042
1,441,542    407,266   9/91  7/91   7-27.5

Brecken-
ridge       865,139     21,500     1,181,178        1,909    21,500   1,183,087
1,204,587    242,851   3/92  1/92  7-27.5

Briar-
wood II   1,490,955     90,000     1,785,580     (296,190)   90,000   1,489,390
1,579,390    414,617   4/92  2/92  7-27.5

Bridge Coali-
tion              0          0       695,990      110,988         0     806,978
806,978    180,722  12/91  1/92    27.5

Buchanan    724,643     63,275       833,561       34,172    63,275     867,733
931,008    289,649  10/90  7/91  7-27.5

California
Inv. V    5,492,513    401,411    10,824,261        4,504   401,411  10,828,765
11,230,176  2,685,550  03/90  8/92  7-27.5

California
Inv. VII  8,863,346    820,000     9,361,922   16,792,875   803,050  26,154,797
26,957,847  4,416,742  12/93 10/92  7-27.5

Capital
Hsg       1,517,825    178,000     3,131,389       69,246   178,000   3,200,635
3,378,635    899,123   1/91  8/91  7-27.5
                                                              F-123

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Capitol
One         693,571     35,000       883,508          470    35,000     883,978
918,978    152,755   8/95  3/95  7-27.5

Carleton
Court     2,751,899     94,360     3,954,231      219,892    94,360   4,174,123
4,268,483    863,529  12/91 12/91    7-34

Carriage
Run       1,323,955     83,980     1,046,960      550,232    83,980   1,597,192
1,681,172    435,502   4/92 10/91  7-27.5

Cedar-
wood      1,415,635     61,698     1,477,659      231,450    61,698   1,709,109
1,770,807    281,157   1/92 10/91  7-27.5
Central
Valley    1,823,519    141,353     2,170,282            0   141,353   2,170,282
2,311,635    368,190  12/91  1/92    5-50

Chapar-
ral         694,967     38,972       863,939        3,510    38,972     867,449
906,421    151,547   7/91  8/91    7-50

College
Green     3,767,582    225,000     6,774,847       39,768   225,000   6,814,615
7,039,615    988,319   8/95  3/95  7-27.5

Colorado
City        541,707     30,000       608,138       17,461    30,000     625,599
655,599    115,693  10/91 10/91    7-40

Cotton
wood        670,261     40,000       775,242        3,710    40,000     778,952
818,952    145,511   7/91 10/91    7-40
                                                              F-124

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Crystal
Sprgs     1,302,815     60,000     1,574,032        8,114    60,000   1,582,146
1,642,146    348,496  1/92  1/92   7-27.5

Davis
Vlg       1,170,639     55,000     1,456,778            0    55,000   1,456,778
1,511,778    298,452  9/93  1/93     5-30

Derby
Hsg       1,811,117    165,000     3,451,914       15,026   165,000   3,466,940
3,631,940    975,774  9/91  6/91   7-27.5

Deven-
wood        872,269     76,000     1,215,772        3,979    76,000   1,219,751
1,295,751    294,260  1/93  7/92     N/A

Duncan
Vlg       1,141,257     83,875     1,391,226          775    83,875   1,392,001
1,475,876    273,227 11/93  1/93     5-30

Edison
Village   1,197,228     46,536     1,425,180       50,796    46,536   1,475,976
1,522,512    409,598  2/92  7/91   7-27.5

Excel-
sior        622,819     70,000       704,252       10,279    70,000     714,531
784,531    249,500  4/91  2/92   7-27.5

Four Oaks
Hsg         892,583     48,000     1,063,004        3,228    73,083   1,066,232
1,139,315    276,422  6/92  3/92   7-27.5

                                                              F-125


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Franklin
Vista       927,923     49,520     1,130,261        9,495    49,520   1,139,756
1,189,276    206,836  4/92  1/92   7-27.5

Friend-
ship      1,437,570    195,314     1,639,123      146,562   213,230   1,785,685
1,998,915    663,037  6/91  1/92   7-27.5

Glenhaven
Park        672,431    195,000       834,120      (65,649)  195,000     768,471
963,471    190,852  6/89  1/94   7-27.5

Harrison
City      1,478,824     35,521     1,792,881        8,164    35,521   1,801,045
1,836,566    477,745  9/92  7/92   7-27.5

Haven Park
Part-
ners II     489,784    225,000     1,045,411            0   225,000   1,045,411
1,270,411    360,685  6/89  1/94   7-27.5

Haven Park
Partners
III         492,324    225,000     1,177,089            0   225,000   1,177,089
1,402,089    257,601 12/89  1/94   7-27.5

Haven Park
Part-
ners IV     395,838    180,000       874,413            0   180,000     874,413
1,054,413    183,000  6/90  1/94   7-27.5

Hessmer     911,688     35,000       380,289      785,144    35,000   1,165,433
1,200,433    204,517  4/92 12/91     7-40
                                                              F-126


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Hillmont
Village     883,938     38,000       911,697      160,272    38,000   1,071,969
1,109,969    299,987  1/92  9/91   7-27.5

Hughes
Springs     786,964     35,000       947,230            0    35,000     947,230
982,230    173,671  8/91 10/91     7-40

Hunters
Run       1,444,807    120,000     1,169,479      537,695   120,000   1,707,174
1,827,174    478,248  2/92 12/91   7-27.5

Indepen-
dence     1,083,586    103,901     1,237,331       14,402   103,901   1,251,733
1,355,634    375,293  6/91  8/91   7-27.5

Jarratt     831,759     55,926     1,028,925      (67,608)   55,926     961,317
1,017,243    271,503 12/91 10/91   7-27.5

Kilmar-
nock        763,786     44,000       969,309            0    44,000     969,309
1,013,309    301,254  4/91  7/91   7-27.5

King
Fisher      168,574     21,000       198,768            0    21,000     198,768
219,768     41,781 12/93  1/93     5-30

La Gama
Del
Bario       670,048    110,000     1,020,084       46,465   110,000   1,066,549
1,176,549    243,325  8/92  6/92   7-27.5

                                                              F-127


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Lake Isa-
bella     1,991,729    360,000     2,036,815      229,471   360,000   2,266,286
2,626,286     387,959  1/92   9/91     5-50

Lakeview
Meadows   1,564,909     99,580     2,665,491       16,489    99,580   2,681,980
2,781,560     796,359  6/92   1/92    12-40

Lakewood
Terr      3,805,716    124,707     2,257,609    4,423,993   124,707   6,681,602
6,806,309   1,668,727  8/89  11/93   5-27.5

Lexington
Park      4,832,613    500,000     7,754,757      109,722   500,000   7,864,479
8,364,479   1,329,402 12/93  11/91   7-27.5

Lexington
Vlg         210,193     23,814       246,703            0    23,814     246,703
270,517      53,694 11/93   1/93     5-30

Lonaconing1,483,375    113,305       181,203    1,558,889   113,305   1,740,092
1,853,397     310,845  9/92  12/91   5-27.5

Louis
Assocs.     819,826     13,720     1,038,651        6,116    13,720   1,044,767
1,058,487     248,403  1/92   3/92   7-27.5

Maidu     2,126,654     56,500     5,108,838       87,557    56,500   5,196,395
5,252,895   1,511,294 12/91   1/92   7-27.5

Marion
Mnr       1,004,616     50,000     1,237,671       16,010    50,000   1,253,681
1,303,681     208,315  6/92   2/92   7-27.5

                                                               F-128
                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
----------------------------------------------
Maysville
Vlg         218,254     25,920       255,681            0     25,920     255,681
281,601     55,906 10/93  1/93     5-30

McComb
Fam       1,003,822     30,000     1,226,748       27,299     30,000   1,254,047
1,284,047    306,080 10/91 10/91    7-27.5

Mon-
tague     1,139,199          0     1,493,360      100,912     22,223   1,594,272
1,616,495    399,331 12/91 12/91      5-30

Navapai     882,079     53,480     1,073,287       25,572     53,480   1,098,859
1,152,339    216,908  4/91  6/91      7-50

Nevada
City      3,543,553    492,000     3,954,179      130,975    492,000   4,085,154
4,577,154    661,185 10/91  1/91    5-27.5

New
River     1,483,320     46,400     1,279,522      519,597     46,400   1,799,119
1,845,519    339,805  2/92  8/91    7-27.5

Newel-
lton        943,650     57,600     1,161,263       11,248     57,600   1,172,511
1,230,111    206,830  4/92  2/92      7-40

Oakland
Vlg         852,219     38,400     1,021,589        2,502     58,014   1,024,091
1,082,105    255,617  8/92  5/92    7-27.5

                                                                  F-129



                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Okemah
Vlg         692,828     27,752       872,256            0     27,752     872,256
900,008    180,540  5/93  1/93   7-27.5

One
North-
ridge     1,678,920    190,000     3,051,424       59,364    190,000   3,110,788
3,300,788    699,517  2/92  1/92   7-27.5

Park-
wood      3,009,245    316,667     4,358,381       10,684    316,667   4,369,065
4,685,732  1,364,709  5/91 10/91   7-27.5

Pine-
ridge       988,253     31,500       494,515      715,923     31,500   1,210,438
1,241,938    188,054  3/92 10/91   7-27.5

Pittsfield
Park      1,045,595    204,900       781,557      568,180     58,000   1,349,737
1,407,737    288,805  6/92 12/91     5-30

Planta-
tion IV   1,418,832     77,000     1,697,631       22,624     77,000   1,720,255
1,797,255    498,071  11/91 12/91  7-27.5

Portville
Square      920,659     66,206     1,068,007       29,836     66,206   1,097,843
1,164,049    209,359   3/92  3/92  7-27.5

Prague
Vlg         117,445     10,500       157,060            0     10,500     157,060
167,560     36,430   3/93  1/93  7-27.5
                                                              F-130



                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Rainer
Manor     2,665,216    521,000     5,852,852       43,945    521,000   5,896,797
6,417,797  1,014,139  1/93  3/92   7-27.5

Rosen-
berg      1,811,122    452,000    10,701,246   (8,509,166)   415,000   2,192,080
2,607,080    125,939  1/92 12/91   7-27.5

Rosewood
Manor     1,437,558    175,000     1,605,480       10,249    175,000   1,615,729
1,790,729    462,466 11/91 12/91   7-27.5

San
Jacinto   2,369,914    288,000     2,694,130      105,463    288,000   2,799,593
3,087,593    514,110 10/91  1/92     5-50

Schroon
Lake      1,081,358     78,000     1,318,831       (5,986)    78,000   1,312,845
1,390,845    340,336  1/92 11/91     5-50
Scott
Part-
ners      1,107,000     60,000     1,171,445      557,281     60,000   1,728,726
1,788,726    351,764 11/91 10/91   7-27.5

Sioux
Falls     1,061,732     82,406     2,233,596           53     82,406   2,233,649
2,316,055    644,555 10/91 11/91   7-27.5

                                                                F-131






                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                     Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Smith-
ville     1,243,871     79,790     1,465,210       27,729     79,790   1,492,939
1,572,729    522,219   5/91  2/92  7-27.5

South
Fulton      663,961     34,000       794,896        5,885     34,000     800,781
834,781    199,233   8/91 10/91  7-27.5

Standard-
ville       585,373     29,500       691,006            0     29,500     691,006
720,506    150,511  11/91  4/92    5-40

St.
Barnabas  1,205,346     43,335     1,520,445        2,648     43,335   1,523,093
1,566,428    244,274  12/91 10/91  7-27.5

Summerlane  860,017     48,700     1,010,651        3,038     48,700   1,013,689
1,062,389    291,914  11/91  7/91  7-27.5

Tionesta
Manor     1,428,005    229,850     1,666,675       21,528    229,850   1,688,203
1,918,053    510,626   1/92  2/92  7-27.5

Titus-
ville     1,239,424     85,280     1,235,975      243,578     85,280   1,479,553
1,564,833    413,541   1/92 12/91  7-27.5

Toano III   709,214     56,266       874,381        2,610     56,266     876,991
933,257    273,525   7/91  7/91  7-27.5

Topsham   1,127,238    135,552     1,458,644        8,017    135,552   1,466,661
1,602,213    263,668   8/92 11/91   10-40

                                                               F-132
Boston Capital Tax Credit Fund II Limited Partnership - Series 14
                                    Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total    ciation  Date    Date    Life
--------------------------------------------------------------------------------
---------------------------------------------
Townview  1,378,459     87,238     1,713,135       22,494     87,238   1,735,629
1,822,867   355,722   10/91  9/91  5-27.5

Tyrone
Hsg       1,483,059    138,700     1,850,252       42,672     49,050   1,892,924
1,941,974   361,160    1/92 12/91    5-40

Vic-
toria     1,395,267     12,500     1,733,581            0     12,500   1,733,581
1,746,081   461,551    6/92  1/92  5-27.5

Village
Terrace     713,442     63,000     1,529,691          800     63,000   1,530,491
1,593,491   440,475    9/91  5/92    5-40

Washing-
ton       1,182,736     72,396     1,494,696        2,410     72,396   1,497,106
1,569,502   437,317    8/91  7/91    7-27

Wesley
Vlg       1,312,892     44,750       347,831    1,253,193     44,750   1,601,024
1,645,774   302,756    6/92 10/91  5-27.5

Wild-
wood      1,263,034     94,949     1,498,290        8,152     94,949   1,506,442
1,601,391   326,288   10/91 10/91    5-40

Woodfield
Commons     769,490     66,533     2,478,583      129,178     66,533   2,607,761
2,674,294   525,802    6/91  9/91   12-40

Wood-
side      1,212,032     44,000     1,472,335        9,013     44,000   1,481,348
1,525,348   429,583   10/91 11/91  7-27.5
                                                                F-133
                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1999

                                             Subsequent
                            Initial         capitalized        Gross amount at
which
                         cost to company       costs**        carried at close
of period
                         ---------------    -----------
-----------------------------
                                 Buildings                            Buildings
Accum.   Con-    Acq-   Depre-
Descrip-      Encum-              and im-      Improve-               and im-
Depre-   struct  uired  ciation
tion        brances      Land    provements     ments         Land    provements
Total   ciation  Date    Date    Life
--------------------------------------------------------------------------------
-------------------------------------------
Wynnewood
Vlg         402,568     41,987       521,591           0      41,987     521,591
563,578    111,441  11/93  1/93    5-27.5

York-
shire       923,180     29,265     1,079,451      29,983      29,265   1,109,434
1,138,699    328,244   9/91  8/91    5-27.5

Zin-
master    1,835,021    100,000     3,307,709      13,873     100,000   3,321,582
3,421,582  1,360,493   1/88  1/95    7-27.5

        ----------- ----------   -----------  ----------  ---------- -----------
----------- ----------                               135,614,906 11,491,699
186,719,997  22,223,679  11,119,461 208,943,676 220,063,137 47,039,473
        =========== ==========   ===========  ==========  ========== ===========
=========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
on this schedule
is as of December 31, 1998.

* - Reduction due to reduced development fee, which reduced the property basis.

***There were no carrying costs as of December 31, 1998.  The column has been
omitted for presentation purposes.

</TABLE>



                                                              F-134

Notes to Schedule III

Boston Capital Tax Credit Fund II Limited Partnership - Series 14

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 81,648,074

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................ 80,920,213
    Improvements, etc.................................  5,161,569
    Other.............................................          0
                                                       ----------
                                                                 $ 86,081,782
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/93............................$167,729,856

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  2,382,316
    Improvements, etc................................. 38,261,558
    Other.............................................          0
                                                       ----------
                                                                 $ 40,643,874
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/94............................$208,373,730
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................  4,756,033
    Improvements, etc.................................  4,399,236
    Other.............................................          0
                                                       ----------
                                                                 $  9,155,269
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------
Balance at close of period - 03/31/95............................$217,528,999

                                        F-135

Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 14

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95..........................$217,528,999

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................  11,627,996
    Other..........................................           0
                                                    -----------
                                                               $ 11,627,996
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................    (299,900)
                                                    -----------
                                                               $   (299,900)
                                                                -----------
Balance at close of period - 03/31/96..........................$228,857,095

  Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................           0
    Other..........................................           0
                                                    -----------
                                                               $          0
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................  (9,932,304)
                                                    -----------
                                                               $ (9,932,304)
                                                                -----------
Balance at close of period - 03/31/97..........................$218,924,791

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     369,722
    Other..........................................           0
                                                    -----------
                                                               $    369,722
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $          0
                                                                -----------
Balance at close of period - 03/31/98..........................$219,294,513

                              F-136
Notes to Schedule III-Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 14

Reconciliation of Land, Building & Improvements current year
changes-Continued

Balance at close of period -
03/31/98..........................$219,294,513

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     768,624
    Other..........................................           0
                                                    -----------
                                                               $
768,624
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/99..........................$220,063,137

===========






























                                        F-137




Notes to Schedule III - Continued
Boston Capital Tax Credit Fund II Limited Partnership - Series 14

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period -
04/01/92.........................$   659,075

  Current year
expense..................................$5,383,385

---------

Balance at close of period -
3/31/93..............................$ 6,042,460

  Current year
expense..................................$6,562,213

---------

Balance at close of period -
3/31/94..............................$12,604,673

  Current year
expense..................................$7,623,477

---------

Balance at close of period -
3/31/95..............................$20,228,150

  Current year
expense..................................$8,161,751

---------

Balance at close of period -
3/31/96..............................$28,389,901

  Current year
expense..................................$5,335,897

---------

Balance at close of period -
3/31/97..............................$33,725,798

  Current year
expense..................................$6,688,907

---------

Balance at close of period -
3/31/98..............................$40,414,705


Current year expense..................................
$6,624,768

---------

Balance at close of period -
3/31/99..............................$47,039,473

==========





                                         F-138