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, 2000 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,
2000

                              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, 2000, 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, 2000


                             Mortgage
Cap Con
                             Balance                   Qualified
paid
Property                      As of     Acq.    Const  Occupancy
thru
Name       Location   Units  12/31/99   Date    Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
----------

The Bowditch
School
Lodging     Jamaica Plain,
House         MA         50 $1,614,057   12/89   12/89   100%  $
606,390

Briarwood   Cameron,
Apartments    MO         24    621,268   12/89   12/89   100%
157,254

Buckner     Buckner,
Properties    MO         24    616,717   12/89    3/89   100%
146,287

Creekside   Vandergrift,
Apartments    PA         30  1,086,043   6/89     9/89   100%
247,790

Deer Hill   Huntersville,
II Apartments NC         40  1,472,800   2/90     5/89   100%
333,370

Hillandale  Lithonia,
Commons       GA        132  3,083,575  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    571,100  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    482,753  12/89     9/89   100%
113,188

Oakview     Delta,
Apartments    OH         38  1,122,902  12/89    10/89   100%
258,264

Metropole   Miami Beach,
Apartments    FL         42  2,132,388  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, 2000

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99   Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
---------

Rosenberg   Santa Rosa,
Apartments    CA        77 $1,796,276   2/90     1/92   100%
$1,943,360

Westwood
Square      Moore Head City,
Apartments    NC        36  1,406,569   7/90     7/90   100%
117,286

Winfield
Properties  Winfield,
II            MO        24    607,289  12/89     5/89   100%
142,525



























                                    5

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 2000


                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99   Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
---------

Azalea
Village    Crawford,
Apartments   GA        24 $   638,001   5/90    5/90     100%   $
143,206

Beaver
Brook      Pelham,
Commons      NH        24   1,179,435   4/90    5/90      91%
290,403

Bent Creek Crest View,
Apartments
II           FL        24     706,203   6/90    5/90     100%
164,534

Big Lake    Big Lake,
Seniors      TX        20     556,763   4/94    6/95     100%
145,660

Blanco      Blanco,
Senior Apts. TX        20     517,041  12/93    9/94     100%
98,561

Breezewood
Village     Kissimmee,
Phase I      FL        86   2,784,269   4/90    4/90     100%
831,650

Breezewood  Kissimmee,
Village II   FL        42   1,423,709   5/90    5/90     100%
416,268

Cambridge   Madison,
Manor        FL        36   1,129,519   4/90    1/90     100%
268,523

Corinth
Senior      Corinth,
Housing      NY        40   1,484,127   4/90    2/90     100%
384,000

Cotton Mill Stuart,
Apartments   VA        40   1,471,938  10/92    7/93     100%
271,351

Country     Cedar Rapids,
Hill Apts.   IA       166   4,355,694   4/90    6/90     100%
3,471,607

Country     Blakely,
Lane Apts.   GA        32     943,641   5/90    5/90     100%
211,916


                                    6







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 2000
Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99   Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
---------
Fawn River  Sturgis,
Apartments   MI       100   $3,685,744 10/90   10/90      98%
$971,446

Garden Lake Immokalee,
Apartments   FL        65    2,185,696  5/90    5/90     100%
577,529

Glenwood    Porterville,
Hotel        CA        36      727,016  6/90    6/90     100%
383,100

Grand
Princess   St. Croix,
Manor        USVI      24    1,486,944  6/90    8/90     100%
374,766

Grand
Princess   St. Croix,
Villa        USVI      24    1,485,952  6/90    8/90     100%
276,203

Greenwich
Senior     Greenwich,
Housing      NY        36    1,477,179  4/90    2/90      97%
340,000

Grifton    Grifton,
Manor Apts.  NC        40    1,248,219  9/93    2/94     100%
261,645

Hacienda
Villa      Firebaugh,
Apartments  CA        120    3,827,912  4/90    1/90     100%
1,343,294

Haines
City       Haines City,
Apartments  FL         46    1,433,030  4/90    2/90     100%
339,465

Hamlet     Newfane,
Square      NY         24      972,902 10/92    9/92      95%
193,830

Hill St.   South Paris,
Commons     ME         25    1,478,938 11/92   10/92     100%
301,064

Kristin
Park       Las Vegas,
Apartments  NM         44    1,386,060  3/90    6/90     100%
313,200



                                    7






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99   Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------
Le Grand    Le Grand,
Apts.        CA         34  $1,731,452 11/92   10/93     100%   $
419,011

Longmeadow  Skowhegan,
Apartments   ME         28   1,475,593  8/90    8/90     100%
284,000

Magnolia
Lane        Bloomingdale,
Apartments   GA         48   1,474,075  5/90    3/90     100%
321,908

Maywood     Corning,
Apartments   CA         40   1,495,938  3/90    7/90     100%
365,280

Meadowcrest Southfield,
Apartments   MI         83   2,871,827  9/90   10/90     100%
1,116,284

Mill Pond   Brooklyn,
Apartments   MI         36   1,103,876  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   3,750,847  6/90    6/91     100%
1,258,700

Pine Ridge  Polkton,
Place        NC         16     639,790  1/94   12/93     100%
114,730

Pleasanton  Pleasanton,
Seniors Apts.TX         24     619,327 12/93    7/93     100%
144,839

Port        Portage,
Crossing     IN        160   3,680,786  3/90    4/90     100%
2,733,580

Putney      Putney,
Meadows Apts VT         28   1,417,817 12/92    5/93     100%
374,495

Quail
Hollow      Homerville,
Apartments   GA         54   1,464,476  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, 2000

Continued
---------
                              Mortgage
Cap Con
                              Balance                  Qualified
paid
Property                      As of     Acq.   Const   Occupancy
thru
Name       Location   Units  12/31/99   Date   Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
---------

Quail
Hollow       Raleigh
II           NC        36  $ 1,399,856   7/90    9/90      100% $
313,521

Rainbow
Gardens      Dunnellon,
Apartments   FL        36    1,211,266  12/92    6/93      100%
236,763

Raitt        Santa Ana,
Street Apts. CA         6      811,500   5/93    8/93      100%
416,200

School St.   Marshall,
Apts. II     WI        24      669,174   6/93    6/93      100%
652,967

Scottsville  Scottsville,
Hollow       NY        36    1,421,734   5/90    5/90      100%
304,060

Somerset     Antioch,
Apartments   CA       156    5,437,465   3/90    3/90      100%
3,920,000

St. Paul's   St. Paul,
Apartments   NC        32    1,260,817   5/90    9/90      100%
263,165

Surry
Village      Surry,
II           VA        24      771,451   5/90    1/90      100%
157,002

Tappahannock Tappahannock,
Greens Apts. VA        40    1,499,808   3/94    5/94      100%
293,486

Telluride    Telluride,
Apartments   CO        30    1,466,163   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    1,135,862   5/90    5/90      100%
275,894

                                    9








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 9

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------
                            Mortgage
Cap Con
                            Balance                    Qualified
paid
Property                     As of     Acq.    Const   Occupancy
thru
Name       Location  Units  12/31/99   Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------

Ventura     Hernando,
Village      FL     53   $ 1,480,423   6/90     7/90     100%  $
473,300

Vilage      Live Oak,
Oaks         FL     24       730,105   6/90     2/90     100%
164,291
Apartments II

Warrensburg Warrensburg,
Estates      MO     32       789,628   4/90     4/90     100%
181,849

Westside    Providence,
Apartments   RI     40     2,392,731   6/90    12/90     100%
1,777,738

Westwood
Square      Moorehead City,
Apartments   NC     36     1,406,569   7/90     7/90     100%
195,391

Wilmington  Wilmington,
Housing      NY     24     1,045,853   8/90     8/90     100%
237,279























                                    10

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 2000


                             Mortgage
Cap Con
                             Balance                    Qualified
paid
Property                      As of      Acq.   Const   Occupancy
thru
Name       Location   Units  12/31/99    Date   Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
-----------

Athens Park  Athens,
Apartments     AL       48  $1,332,260   8/90    6/90     100%
$  354,144

Autumn Lane  Washington,
Apartments     GA       24     731,571   8/89   11/90     100%
168,234

Baytree      Richlands,
Apartments     NC       24     954,277  11/88    7/90     100%
210,999

Benchmark    China Grove,
Apartments     NC       24   1,110,989  11/88    7/90     100%
223,328

Berkshire    Wichita,
Apartments II  KS       66   1,727,193   7/90    7/90     100%
1,183,452

Brentwood    Eunice,
Apartments     LA       32     951,648  11/90   10/90     100%
205,470

Briarwood    Middleburg,
Apartments     FL       52   1,477,555   8/90    8/90     100%
509,251

Butler Manor Morgantown,
Apartments     KY       16     501,550  12/90    2/91     100%
119,952

Campbell
Creek        Dallas,
Apartments     GA       80   1,561,943  12/91   10/90     100%
735,000

Candlewick   Monroeville,
Place          AL       40   1,252,798  12/92   10/92     100%
241,600

Cedarstone   Poplarville,
Apts.          MS       24     770,316   5/93    5/93     100%
180,800

Charlton
Court        Folkston,
Apartments     GA       40   1,196,869  12/92    1/93     100%
263,520




                                    11







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-
-----------------------------------------------------------------
----------

Chuckatuck    Suffolk
Square          VA      42  $1,441,053  11/90    2/90     100%  $
320,900

Cloverleaf    Bishopville,
Apartments      SC      24     852,521  11/90    4/90     100%
153,900

Cloverleaf
Apts.,        Bishopville,
Phase II        SC      24     871,677  11/90    4/90     100%
160,761

Connellsville Connellsville,
Heritage Apts.  PA      36   1,363,743  11/90    3/90     100%
325,460

Freedom       Ford City,
Apartments      PA      28   1,046,703  11/90    9/90      96%
262,791

Hartway       Munfordville,
Apts.           KY      32     910,454   7/90    6/90     100%
239,041

Hilltop       Kingsland,
Terrace         GA      54   1,483,150   8/90    7/90     100%
455,851

Indian Run    S. Kingston
Village         RI     114   1,722,597   4/93    7/93     100%
604,867

Ironton       Ironton,
Estates         MO      24     621,442   5/93    1/93     100%
157,976

Lambert
Square        Lambert,
Apts.           MS      32     994,278  11/92   12/92     100%
192,347

Longview      Maysville,
Apartments      NC      24     869,004  11/88    8/90     100%
195,837

Maidu         Roseville,
Village         CA      81   2,090,461   3/91   12/91     100%
470,000


                                    12









         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------

Mann          Indianapolis,
Estates        IN      132  $3,219,830  7/90   10/90      100%  $
1,980,000

Meadowbrook
Lane          Americus,
Apartments     GA       50   1,473,215  9/90    3/90      100%
336,264

Melrose Lane  Great Falls,
Apartments     SC       24     871,011 11/90   10/90      100%
203,645

Mercer        Mercer,
Manor          PA       26     905,757 11/90    8/90       96%
220,450

Pecan Village Ellaville,
Apartments     GA       30     784,532  7/90    2/90      100%
221,856

Piedmont      Forsyth,
Hills          GA       50   1,452,989  7/90    9/90      100%
439,958

Pine View     Perry,
Apartments     FL       29     958,084  9/90   12/90      100%
277,405

Pines by the  Newnan,
Creek Apts.    GA       96   1,869,739 12/90   10/90      100%
890,000

Pine Grove    Ackerman,
Apts.          MS       24     578,925  9/93    6/94      100%
169,926

Pinetree
Manor         Centreville,
Apts.          MS       32     976,994 11/92    1/93      100%
191,500

Rosewood
Village       Willacoochee,
Apartments     GA       24     647,143  7/90    7/90      100%
147,480






                                    13








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 10

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------
                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------

Springwood
Park         Durham,
Apartments    NC       100 $ 2,966,477  3/91    5/91      100%  $
1,000,000

Stockton     Stockton,
Estates       MO        20     513,573  2/93    1/93      100%
120,352

Stratford
Square       Brundidge,
Apartments    AL        24     749,165 10/92    2/93      100%
145,036

Summer
Glen         Immokalee,
Apartments    FL        45   1,478,906 11/92    3/93      100%
246,230

Summerwood   West Des Moines,
Apartments    IA        86   2,309,479  7/90    7/90      100%
2,015,183

Sunmark      Morgantown,
Apartments    KY        24     766,794  8/90   12/90      100%
176,669

Village      Lawton,
Commons       MI        58   1,483,135 11/90    6/90      100%
323,665

Washington
Heights
Apartments,  Bismarck,
IV            ND        24     493,954 11/90    7/90      100%
381,010

Woods Hollow Centreville,
Apartments    MI        24     630,715 11/90    2/90      100%
132,700

Woodside     Lisbon,
Apartments    ME        28   1,476,595 12/90   11/90      100%
397,630






                                    14








    Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 2000


                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
------------
Academy
Hill        Ahoskie,
Apartments    NC        40  $1,372,495   2/91     2/91      100%
$  319,224

Aspen
Square      Tazewell,
Apartments    VA        60   1,828,496  11/90    11/90      100%
356,495

Bridgeview  Emlenton,
Apartments    PA        36   1,359,536  12/90    12/89      100%
327,257

Buckeye
Senior      Buckeye,
Apartments    AZ        41   1,336,801  12/90     8/90      100%
311,480

Campbell
Creek       Dallas,
Apartments    GA        80   1,561,943  12/90    10/90      100%
142,000

Cambridge
Manor       Macon,
Apartments    MS        47   1,619,963   5/93     4/93      100%
356,356

Church Hill Church Point,
Apartments    LA        32     952,362  12/90     1/91      100%
205,750

Copper
Creek       Lebanon,
Apartments    VA        36   1,171,148  11/90     9/90      100%
237,647

Coronado    Tuscon,
Hotel         AZ        42     400,879   3/91     3/91      100%
614,050

Crestwood   St. Cloud,
Apartments    FL       216   4,163,869   1/91     6/91      100%
5,636,484

El Dorado   El Dorado Springs,
Springs Est.  MO        24     579,190  11/90     9/90      100%
133,790

Eldon Est.  Eldon,
II            MO        24     579,542  12/90    11/90      100%
131,340


                                    15







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------

Eldon       Eldon,
Manor        MO         24  $  557,766   12/90   11/90      100%
$  241,980

Elmwood
Manor       Eutaw,
Apartments   AL         47   1,618,286    5/93   12/93      100%
333,440

Fairridge
Lane        Denmark,
Apartments   SC         24     813,360   11/90    6/90      100%
209,326

Fairridge
Village     Denmark,
Apartments   SC         24     767,778   11/90    6/90      100%
186,381

Farmerville Farmerville,
Square Apts. LA         32     964,646    1/91    4/91      100%
212,280

Forest
Glade       Wauchula,
Apartments   FL         50   1,477,997   12/90   12/90      100%
420,565

Franklin    Great Falls,
School       MT         40   1,245,777   10/90   12/91      100%
1,453,270

Hilltop     Los Lunas,
Apts.        NM         40   1,416,065    1/93   11/92      100%
258,455

Holland     Holland,
Meadows      NY         24     896,377   11/90    6/90      100%
213,880

Holley      Holley,
Grove        NY         24     914,536   11/90   10/90      100%
207,360

Ivan Woods  Delta Township,
Senior Apts. MI         90   2,117,706    2/91    4/91      100%
1,184,275

Kaplan
Manor       Kaplan,
Apartments   LA         32     923,050    12/90   12/90     100%
198,460

                                    16








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------

Lakewood
Village    Lake Providence,
Apartments   LA         32  $  950,842  1/91     5/91      100%
$  223,827

Licking    Licking,
Apartments   MO         16     404,707 11/91     3/92      100%
90,436

London     Miami Beach,
Arms         FL         58   2,660,289 12/90    12/90      100%
937,961

Maidu      Roseville,
Village      CA         81   2,090,462  3/91    12/91      100%
530,000

Nevada     Nevada,
Manor        MO         24     645,744 11/90    10/90      100%
143,270

Oatka      Warsaw,
Meadows      NY         24     915,974 11/90     6/90      100%
206,670

Osage      Arkansas City,
Place        KS         38   1,228,171 12/90    12/90      100%
522,999

Pines by the
Creek      Newnan,
Apartments   GA         96   1,869,739 12/90    10/90      100%
245,000

Sandy
Pines      Punta Gorda,
Manor        FL         44   1,476,143 12/90     7/90      100%
399,977

Sierra
Springs    Tazewell,
Apartments   VA         36   1,171,903 11/90    11/90      100%
299,634

South Fork South Fork,
Heights      CO         48   1,480,219  2/91     2/91      100%
343,358

Twin Oaks  Allendale,
Apartments   SC         24     779,547 12/90     9/90      100%
206,888


                                    17







        Boston Capital Tax Credit Fund II Limited Partnership -
Series 11

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
-----------

Walnut
Village     Manning,
Apartments    SC        24  $  837,057 11/90   11/90       100%
$  183,244

Washington
Manor       Washington,
Apartments    LA        32     954,443  1/91    3/91       100%
216,990

Wildridge   Jesup,
Apartments    GA        48   1,559,562  1/91    4/91       100%
329,130

Windsor     Metter,
Apts.         GA        53   1,465,047 12/92    5/93       100%
248,207



























                                    18

         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 2000

                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------
Bowman
Village     Bowman,
Apartments    GA       24  $  663,316   6/91    10/91      100%
$  139,879

Brandywood  Oak Creek,
Apartments    WI       54   1,729,980  12/91     9/91      100%
1,532,506

Brentwood
Manor       Clarkson,
Apartments    KY       24     745,208   6/91     7/91      100%
173,969

Briarwick   Nicholasville,
Apartments    KY       40   1,240,223   4/91     4/91      100%
323,941

Bridgerun   Cannon Falls,
Townhomes     MN       18     562,747   6/91     7/91      100%
458,800

Bucksport
Park        Bucksport,
Apartments    ME       24   1,366,637   6/91     8/91      100%
334,600

Campbell
Creek       Dallas,
Apartments    GA       80   1,561,943   3/91    10/90      100%
593,000

Cananche
Creek       Norton,
Apartments    VA       36   1,231,291   5/91     6/91      100%
276,695

Carson
Village     Wrightsville,
Apartments    GA       24     650,226  10/91     6/92      100%
161,452

Clymer
House       Clymer,
Apartments    PA       26   1,112,201   6/91    10/91      100%
254,097

Corcoran
Garden      Corcoran,
Apartments    CA       38   1,519,668   2/91    11/90      100%
432,438

Cornish     Cornish,
Park          ME       25   1,450,626    6/91    6/91      100%
333,000

                                    19







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 2000
Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date    Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------
Crescent City
Senior     Crescent City,
Apartments   CA         38  $1,858,678  3/91    3/91      100%  $
474,536

Earlimart
Senior     Earlimart,
Apartments   CA         35   1,341,465  6/91    6/91      100%
364,515

Evanwood   Hardinsburg,
Apartments   KY         24     752,843  6/91    5/91      100%
167,221

Fox Run    Jesup,
Apartments   GA         24     617,411 12/91    7/92      100%
150,033

Franklin
House      Liberty,
Apts.        MO         21     296,323  5/93    1/88      100%
137,836

Hamilton
Village    Preston,
Apartments   GA         20     567,622 10/91    3/92      100%
140,948

Hunters
Park       Tarboro,
Apartments   NC         40   1,405,765  5/91    4/91      100%
320,175

Ivan Woods
Senior     Delta Township,
Apartments   MI         90   2,117,706  2/91    4/91      100%
778,688

Keenland   Burkesville,
Apartments   KY         24     732,128  6/91    9/91      100%
164,246

Lakeridge  Eufala,
Apartments   AL         30     913,735  3/91    4/91      100%
186,780

Laurel
Village    Wadley,
Apartments   GA         24     659,789 10/91    5/92      100%
149,058


                                    20








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
-----------
Los
Caballos  Hatch,
II Apts.     NM         24  $  758,823  7/91     8/91       100%
$  164,740

Marlboro
Place     Bennettsville,
Apartments  SC          24     833,347  3/91     2/91       100%
192,779

Melville
Plaza     Melville,
Apartments  LA          32     889,841  7/91    10/91       100%
178,564

Nanty Glo
House     Nanty Glo,
Apartments  PA          36   1,470,893  6/91     7/91       100%
353,000

Newport   Franklin,
Village     VA          48   1,481,629  4/91    11/90       100%
355,000

Oakleigh  Abbeville,
Apartments  LA          32     910,831  8/91     3/92       100%
178,716

Oak
Street    Scott City,
Apartments  MO          24     597,010  6/91    11/91       100%
138,149

Oakwood   Mamou,
Apartments  LA          32     906,050  8/91     1/92       100%
180,819

Pines by
the Creek Newnan,
Apartments  GA          96   1,869,739  3/91    10/90       100%
645,000

Pinewoods Springfield,
Apartments  IL         168   3,750,847  7/91     6/91       100%
2,880,000

Portales  Portales,
Estates     NM          44   1,435,153  7/91     7/91       100%
365,100



                                    21


         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------
Prairie
West      West Fargo,
Apts. III   ND          24  $  508,772  3/91     3/91      100%
$ 360,698

Ridgeway
Court III  Bemidji,
Apartments  MN          24     890,757  4/91     1/91      100%
180,186

River     Crystal River,
Reach Apts.  FL         41   1,361,729   5/91    5/91      100%
351,421

Rockmoor  Banner Elk,
Apartments   NC         12     561,143   5/91    3/91      100%
95,818

Shawnee
Ridge     Norton,
Apartments   VA         20     665,211   5/91    5/91      100%
145,606

Springwood
Park      Durham,
Apartments   NC        100   2,966,477   3/91    5/91      100%
374,349

Spring
Mountain  Pahrump,
Apartments   NV         33   1,360,114   5/91    4/91      100%
290,406

Stonegate Perry,
Manor        FL         36   1,006,653   5/91   12/90      100%
274,321

Summit
Ridge     Palmdale,
Apartments   CA        304   8,785,684  10/92   12/93      100%
3,674,306

Turner
Lane      Ashburn,
Apartments   GA         24     719,179   5/91    7/91      100%
147,090

Union
Baptist
Plaza     Springfield,
Apartments   IL         24     453,185   5/91    4/91      100%
432,648


                                    22






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 12

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
----------
Uptown    Salyersville,
Apartments   KY        16  $  519,780   5/91    3/91       100%
$  121,700

Villas of Eufala,
Lakeridge    AL        18     530,337   3/91    3/91       100%
96,868

Waynesboro
Village   Waynesboro,
Apartments   TN        48   1,366,852   4/91    1/91       100%
310,510

Windsor    Windsor,
Court II     VA        24     727,162   4/91    11/90      100%
169,347

Woodcrest
Manor      Woodville,
Apartments   MS        24     708,210   6/91    11/91      100%
138,579

Woodlawn
Village    Abbeville,
Apartments   GA        36   1,010,137  10/91     4/92      100%
229,601

Woodside   Grove City,
Apartments   PA        32   1,151,512   4/91     3/91       96%
229,291

Yorkshire
Townhome   Fort Smith,
Apts.        AR        50     895,115   9/93     8/94      100%
874,069














                                    23

        Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000


                            Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
-------------
Ada Village  Ada,
Apts.         OK       44  $1,037,051   1/93    11/93       100%
$  158,976

Amherst      Amherst,
Village       VA       48   1,592,981   1/92     1/92       100%
322,796

Belmont
Village      Belmont,
Court         NY       24     922,255   1/92    12/91       100%
201,300

Bethel
Park         Bethel,
Apartments    ME       24   1,484,665  12/91     3/92       100%
324,100

Blanchard
Senior       Blanchard,
Apts. II      LA       24     596,819  10/91     9/91       100%
143,628

Blanchard    Blanchard,
Village Apts. OK        8     216,436   1/93     7/93       100%
32,954

Brantwood
Lane         Centreville,
Apartments     AL      36   1,139,380   7/91     9/91       100%
237,873

Breckenridge McColl,
Apartments     SC      24     862,162   1/92     3/92       100%
186,065

Briarwood
Apartments   Middleburg,
Ph II          FL      50   1,487,200   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     722,944   7/91    11/90       100%
160,600

Burnt
Ordinary     Toano,
Village        VA      22     707,473   7/91     7/91       100%
159,400

                                    24







         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
-----------
Carleton
Court       Providence,
Apartments   RI         46  $2,788,961  12/91    12/91     100%
$1,496,922

Carriage
Run         Emporia,
Apartments   VA         40   1,318,048  10/91     4/92     100%
259,980

Cedar
View        Brinkley,
Apartments   AR         32   1,264,317   5/92    10/92     100%
254,016

Cedarwood   Pembroke,
Apartments   NC         36   1,411,940  10/91     1/92     100%
326,310

Chapparral  Kingman,
Apartments   AZ         20     693,383   8/91     7/91     100%
198,275

College     Chili,
Green        NY        110   3,755,429   3/95     8/95     100%
755,771

Colorado City
Seniors     Colorado City,
Apartments   TX         24     540,508  10/91    10/91     100%
98,721

Cottonwood  Cottonport,
Apts. II     LA         24     652,341  10/91     7/91     100%
152,664

Country
Meadows     Sioux Falls,
Apartments   SD         44   1,034,357  11/91    10/91     100%
922,350

Countryside Fulton,
Manor        MS         24     662,689  10/91     8/91     100%
151,868

Davis
Village     Davis,
Apts.        OK         44   1,164,658   1/93     9/93     100%
180,452

Devenwood   Ridgeland,
Apartments   SC         24     869,864   7/92     1/93     100%
186,000

                                    25






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
------------
Duncan
Village    Duncan,
Apts.       OK         48  $1,133,150   1/93    11/93      100%
$  172,005

Edison
Village    Edison,
Apartments  GA         42   1,193,691   7/91     2/92      100%
274,144

Ethel
Bowman     Tionesta,
Proper HousePA         36   1,424,331   2/92     1/92       91%
334,160

Excelsior
Springs    Excelsior Springs,
Properties  MO         24     621,345   2/92     4/91      100%
150,651

Fairground Bedford,
Place Apts. KY         19     691,865   3/95     8/95      100%
176,963

Four Oaks
Village    Four Oaks,
Apartments  NC         24     890,223   3/92     6/92      100%
179,900

Franklin
Vista      Anthony,
III Apts.   NM         28     925,585   1/92     4/92      100%
179,685

Friendship Bel Air,
Village     MD         32   1,434,472   1/92     6/91      100%
226,000

Glenhaven  Merced,
Park        CA         12     392,861   1/94     6/90      100%
125,000

Glenhaven  Merced,
Park II     CA         15     486,100   1/94     6/89      100%
365,925

Glenhaven  Merced,
Park III    CA         15     488,600   1/94    12/89      100%
225,500


                                    26










         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
-------------
Glenhaven    Merced,
Estates       CA       13   $ 657,856    1/94   6/89       100%
$  134,000

Green
Village      Standardsville,
Apts. II      VA       16     583,883    4/92  11/91       100%
99,100

Greenleaf    Bowdoinham,
Apartments    ME       21   1,124,516   11/91   8/92       100%
295,085

Hughes Springs
Seniors      Hughes Springs,
Apartments    TX       32     785,196   10/91   8/91       100%
183,674

Harrison
City         Penn Township,
Apts.         PA       38   1,475,228    7/92   9/92        97%
311,775

Hessmer
Village      Hessmer,
Apartments    LA       32     906,870   12/91   4/92       100%
186,503

Hillmont
Village      Micro,
Apartments    NC       24     881,678    9/91   1/92       100%
184,900

Hunters
Run          Douglas,
Apartments    GA       50   1,441,146   12/91   2/92       100%
322,368

Independence Mt. Pleasant,
Apartments    PA       28   1,080,468    8/91   6/91       100%
223,100

Indian Creek Kilmarnock,
Apartments    VA       20     761,968    7/91   4/91       100%
174,400

Jarratt
Village      Jarratt,
Apartments    VA       24     829,402   10/91  12/91       100%
159,140

Kingfisher
Village      Kingfisher,
Apts.         OK        8     166,749    1/93  12/93       100%
24,365

                                    27








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
-------------
La Gema del  Santa Ana,
Barrio Apts.   CA        6  $  669,485   6/92    8/92      100%
$  458,000

Lafayettee
Gardens      Scott,
Apartments     LA       56   1,095,646   10/91   11/91     100%
437,688

Lake Isabella
Senior       Lake Isabella,
Apartments     CA       46   1,987,386    9/91    1/92     100%
442,457

Lakeview     Battle Creek,
Meadows        MI       53   1,554,987    1/92    6/92     100%
1,018,808

Lakewood
Terrace      Lakeland,
Apts.          FL      132   3,735,725   11/93    8/89     100%
725,312

Lana Lu      Lonaconing,
Apartments     MD       30   1,479,793   12/91    9/92     100%
303,261

Lexington
Village      Lexington,
Apts.          OK        8     209,048    1/93   11/93     100%
32,178

Maidu        Roseville,
Village        CA       81   2,090,461    1/92   12/91     100%
1,096,199

Marion Manor Marion,
Apartments     LA       32   1,001,697    2/92    6/92     100%
199,708

Maysville
Village      Maysville,
Apts.          OK        8     217,050    1/93   10/93     100%
33,726

Montague
Place        Caro,
Apartments     MI       28   1,136,369   12/91   12/91     100%
432,320

Navapai      Prescott Valley,
Apartments     AZ       26     880,007    6/91    4/91     100%
207,330

                                    28








         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
-------------
Nevada City
Senior     Grass Valley,
Apartments    CA        60  $3,535,593   1/92   10/92     100%
$  839,300

Newellton
Place      Newellton,
Apartments    LA        32     939,609   2/92    4/92     100%
190,600

New River
Overlook   Radford,
Apartments    VA        40   1,479,584   8/91    2/92     100%
285,371

Northridge  Arlington,
Apartments    TX       126   2,095,662   1/92    2/92      98%
741,300

Oak Ridge   Crystal Springs,
Apartments    MS        40   1,299,948   1/92    1/92     100%
308,578

Oakland
Village     Littleton,
Apts.         NC        24     849,410   5/92    8/92     100%
161,939

Okemah
Village     Okemah,
Apts.         OK         30    689,165   1/93    5/93     100%
119,832

Pineridge   McComb,
Apartments     MS        32  1,001,739  10/91   10/91     100%
238,995

Pineridge   Walnut Cove,
Elderly        NC        24    984,013  10/91    3/92     100%
199,311

Pittsfield
Park        Pittsfield,
Apartments     ME        18  1,043,033  12/91    6/92     100%
237,300

Plantation  Richmond Hill,
Apartments     GA        49  1,415,182  12/91   11/91     100%
320,858

Portville
Square      Portville,
Apartments     NY        24    914,145   3/92    3/92     100%
198,100

                                    29






         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
-------------
Prague
Village    Prague,
Apts.       OK         8  $   114,599   1/93    3/93      100%
$    21,373

Rainbow
Commons    Marshfield,
Apartments  WI        48      750,534   9/91    6/91      100%
1,126,901

Rainier
Manor      Mt. Rainier,
Apartments  MD       104    2,637,737   3/92    1/93      100%
1,190,350

Rosenberg  Santa Rosa,
Hotel       CA        77    1,796,276  12/91    1/92      100%
1,850,000

Rosewood
Manor      Ellenton,
Apartments  FL        43    1,434,376  12/91    11/91     100%
302,250

San Jacinto
Senior     San Jacinto,
Apartments  CA        46    2,364,590   1/92    10/91     100%
588,965

Lakeside
Manor      Schroon Lake,
Apartments  NY        24    1,073,067  11/91     1/92     100%
249,349

Smithville Smithville,
Properties  MO        48    1,240,971   2/92     5/91     100%
285,384

Snow Hill
Ridge      Raleigh,
Apartments  NC        32    1,198,577  10/91    12/91     100%
307,524

Somerset   Antioch,
Apartments  CA       156    5,437,465   8/92     3/90     100%
1,026,542

Spring
Creek      Derby,
Village     KS        72    1,767,830   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, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.   3/31/00
3/31/00
-----------------------------------------------------------------
-------------
Spring
Valley     Lexington Park,
Apartments   MD        128  $4,816,430  11/91    12/92     100%
$ 2,877,811

Springwood
Park       Durham,
Apartments   NC        100   2,966,477  10/91     5/91     100%
374,349

Summer
Lane       Santee,
Apartments   SC         24     858,209   7/91    11/91     100%
176,291

Summit
Ridge      Palmdale,
Apartments   CA        304   8,785,684  10/92    12/93     100%
1,236,600

Titusville Titusville,
Apartments   PA         30   1,236,258  12/91     1/92     100%
280,829

Townview   St. Mary's,
Apartments   PA         36   1,375,363   9/91    10/91      97%
315,700

Tyrone
House      Tyrone,
Apartments   PA         36   1,479,270  12/91     1/92     100%
349,800

Valley Ridge
Senior     Central Valley,
Apartments   CA         38   1,818,795   1/92    12/91     100%
456,600

Victoria   Victoria,
Place        VA         39   1,387,395   1/92     6/92     100%
287,736

Villa West Topeka,
Apts. IV     KS         60   1,493,731   8/91     1/91     100%
1,392,873

Village    Raleigh,
Green        NC         42     705,445   5/92     9/91     100%
581,446

Washington Abingdon,
Court        VA         39   1,175,802   7/91     8/91     100%
295,250




                                        31





         Boston Capital Tax Credit Fund II Limited Partnership -
Series 14

                      PROPERTY PROFILES AS OF March 31, 2000

Continued
---------                   Mortgage
Cap Con
                            Balance                     Qualified
paid
Property                     As of      Acq.    Const   Occupancy
thru
Name       Location   Units 12/31/99    Date     Comp.    3/31/00
3/31/00
-----------------------------------------------------------------
-------------
Wesley
Village    Martinsburg,
Apartments   WV         36  $1,309,297  10/91    6/92      100%
$  266,253

Westside   Louisville,
Apartments   MS         33     812,189   3/92    1/92      100%
191,014

Wildwood
Terrace    Wildwood,
Apartments   FL         40   1,260,218  10/91   10/91      100%
281,647

Woodside   Belleview,
Apartments   FL         41   1,209,330  11/91   10/91      100%
268,500

Wynnewood
Village    Wynnewood,
Apts.        OK         16     394,176   1/93   11/93      100%
67,443

Yorkshire  Delevan,
Corners      NY         24     921,054   8/91    9/91      100%
191,500

Zinmaster  Minneapolis,
Apartments   MN         36   1,814,108   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, 2000, 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, 2000.

  (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,
2000.

  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, 2000.
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,
                  2000         1999         1998         1997
1996
                --------     --------     --------     --------
--------
Operations
----------
Interest
& other Inc $     92,529 $   110,392  $     42,913 $    155,501
$     65,468
Share of Loss
of Operating
Partnerships  (5,998,233)  (7,498,353)  (8,573,433) (10,464,997)
(12,992,069)
Operating Exp (2,701,882)  (3,177,618)  (2,783,041)  (2,781,444)
(2,852,335)
               ---------    ---------    ---------    ---------
---------
  Net Loss  $ (8,607,586)$(10,565,579)$(11,313,561)$(13,090,940)
$(15,778,936)
             ===========   ==========   ==========  ===========
===========
  Net Loss
  per BAC   $      (.46) $       (.56)$       (.60)$       (.69)
$       (.84)
             ==========   ===========   ==========  ===========
===========

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

Total Assets$50,584,819  $ 56,648,106  $ 64,633,488 $ 73,382,875
$ 85,486,212
            ===========   ===========    ==========  ===========
===========

Total Liab  $19,730,402  $ 17,186,103  $ 14,605,906 $ 12,041,732
$ 11,054,129 Partners'   ===========   ===========    ==========
===========   ===========
Capital     $30,854,417  $ 39,462,003  $ 50,027,582 $ 61,341,143
$ 74,432,083
            ===========   ===========    ==========  ===========
===========

Other Data
----------
Credit per BAC for the
Investors Tax Year,
for the twelve months
ended, December 31,
1999, 1998, 1997,
1996 and 1995*

            $      1.23 $        1.39  $       1.40 $       1.40
$       1.39
             ==========   ===========  ============  ===========
===========


* 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, 2000 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, 2000 the Partnership
accrued $2,509,932
in annual partnership management fees.  As of March 31, 2000 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 $295,245 to the
Partnership
to pay certain third party operating expenses and to fund
advances to
operating partnerships. Of this amount, $126,207 was advanced
during the fiscal year ended March 31, 2000.  The amounts
advanced, in total, to three of the six series are as follows:
$125,346 to Series 7,$62,550 to Series 12;and $107,349 to Series
14.  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, 2000 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 $4,929 remain 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, 2000, the Partnership
did not use
any of Series 9's net offering proceeds to pay installments of
its capital
contributions to the Operating Partnerships, however it did
record a capital contribution of $4,590. This amount was advanced
to an operating partnership in a prior fiscal year and converted
to a capital contribution during the fiscal year end March 31,
2000.  As of March 31, 2000 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 the Operating Partnerships.  Series 9 net
offering
proceeds in the amount of $335,866 remain 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.


     As of March 31, 2000 the net proceeds from the offer and
sale of BACs in
Series 10 had been used to invest in a total of 45 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
$121,866
remain in working capital.

                              37
    (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, 2000, the Partnership
did not use any of Series 11's net offering proceeds to pay
installments of its
capital contributions to the Operating Partnerships.  As of March
31, 2000 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 $389,019 remain to be used
by the
Partnership to pay outstanding installments of capital
contributions to one
Operating Partnership and to fund working capital expenses.

    (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, 2000, the Partnership
did not use
any of Series 12's net offering proceeds to pay installments of
its
capital contributions to the Operating Partnerships.  As of March
31, 2000
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 $68,437 remain to be used
by the
Partnership to pay outstanding installments of capital
contributions to two
Operating Partnerships and to fund working capital expenses.

    (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.

     During the fiscal year ended March 31, 2000, the Partnership
did not use any of Series 14's net offering proceeds to pay
additional installments of
its capital contributions to the Operating Partnership.  As of
March 31,
2000 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 88 of the 101 Operating
Partnerships.  Series
14 net offering proceeds in the amount of $592,155 remain to be
used by the
Partnership to pay outstanding installments of capital
contributions to
Operating Partnerships and to fund in working capital expenses.


                                    38








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, 2000 and 1999 was
$2,280,617
and $2,299,147, 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.

     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, 2000 and 1999, the average
Qualified
Occupancy for the series was 100% for both years.

     For the tax years ended December 31, 1999 and 1998, the
series, in total,generated $804,642 and $888,683, respectively,
in passive income tax losses that were passed through to the
investors, and also provided $.71 and $1.20, respectively, in tax
credits per BAC to the investors.

     As of March 31, 2000 and 1999, the Investments in Operating
Partnerships
for Series 7 was $705,120 and $974,248, 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, 1999 and 1998 Series 7
reflects a net
loss from Operating Partnerships of $78,819 and $73,874,
respectively, adjusted for depreciation which is a non-cash item.

     As a result of poor occupancy at the property, the Operating
Partnership, New Holland Apartments Limited Partnership (New
Holland Apts.), continues to incur cash flow deficits. The senior
mortgage is in default due to the nonpayment of interest and
principal.  In an effort to address the deficits, the Investment
General Partner attempted to work with the senior mortgage holder
to get more favorable terms, but to no avail. As a result of the
ongoing deficits and the mortgage holder's unwillingness to work
with the Investment General Partner, and the mortgage holder's
unwillingness to accept a deed in lieu of foreclosure, the bank
moved to foreclose on the property. Due to a lack of perceived
value in the vacant property, the bank has decided against
continuing its foreclosure proceeding at the present time. During
this reprieve, the Investment General Partner is working to
locate a not-for-profit entity with the hope of convincing the
first mortgage holder to forgive the debt. The first mortgage
holder is examining all options available to it, including
foreclosure. Due to the fact that the property was vacant for
most of 1999, and there are uncured health and safety violations,
Series 7 of the Partnership faced recapture of a portion of the
credits previously taken. Unless the Investment General Partner
is able to remain in the Partnership and re-occupy the units with
tax credit qualified tenants, future credits will


                              39

also be lost.

     (Series 9).  As of March 31, 2000 and 1999, the average
Qualified
Occupancy for the series was 99.6% and 99.9, respectively. The
series had a total of 55 properties as of March 31, 2000, of
which 50 were at 100% qualified occupancy.

     For the tax years ended December 31, 1999 and 1998, the
series, in total,generated $3,135,277 and $3,281,045,
respectively, in passive income tax
losses that were passed through to the investors, and also
provided $1.36 per
year for 1999 and 1998 in tax credits per BAC to the investors.

     As of March 31, 2000 and 1999, the Investments in Operating
Partnerships
for Series 9 was $7,491,734 and $9,083,730, 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, 1999 and 1998 Series 9
reflects a net
income from Operating Partnerships of $600,349 and
$740,696,respectively, adjusted for depreciation which is a non
cash item.

     The Operating General Partner of School Street II Limited
Partnership (School Street Apts. II) hired a new management
company in September 1999 with the goal of improving occupancy
and operations.  Evictions increased when the new property
management company took over, as the previous management company
did not pursue delinquent rent and delayed eviction actions. The
slow increase in occupancy reflects the new property management's
policy of marketing the property very aggressively, while being
very selective with prospective tenants. The property's average
occupancy was 78% for the first five months of 2000. As part of
the debt restructure negotiated in January 1999, the lender
required a capital improvement program to be completed by
December 1999. Most of the capital improvements have been
completed. The lender agreed to extend the deadline for the
remaining improvements.  The Operating General Partner continues
to actively participate in the partnership's operations in order
to attain positive cash flow at the property.

     As a result of poor occupancy at the property, the Operating
Partnership, New Holland Apartments Limited Partnership (New
Holland Apts.), continues to incur cash flow deficits. The
mortgage is in default due to the nonpayment of interest and
principal.  In an effort to address the deficits, the Investment
General Partner attempted to work with the senior mortgage holder
to get more favorable terms, but to no avail. As a result of the
ongoing deficits and the mortgage holder's unwillingness to work
with the Investment General Partner, and the mortgage holder's
unwillingness to accept a deed in lieu of foreclosure, the bank
moved to foreclose on the property. Due to a lack of perceived
value in the vacant property, the bank has decided against
continuing its foreclosure proceeding at the present time. During
this reprieve, the Investment General Partner is working to
locate a not-for-profit entity with the hope of convincing the
first mortgage holder to forgive the debt. The First mortgage
holder is examining all options available to it, including
foreclosure, Due to the fact that the property was vacant for
most of 1999, and there are uncured health and safety violations,
Series 9 of the Partnership faced recapture of a portion of the
credits previously taken.                                   40




Unless the Investment General Partner is able to remain in the
Partnership and re-occupy the units with tax credit qualified
tenants. Future credits will also be lost.

     The Operating Partnership Glennwood Hotel Investors
(Glennwood Hotel) continues to operate at an average occupancy of
63%.  The area has an oversupply of affordable rental housing and
a poor local economy, which has negatively impacted the property.
Without significant structural improvements that are at this time
physically and financial infeasible, the property will not be
able to compete effectively in the market. At the end of the
first quarter, the property's commercial tenant vacated its
space. A new tenant has leased the space as of July 1, at an
increased rental rate which should help to offset the residential
vacancies. The Operating General Partner continues to financially
support the partnership. The Investment General Partner will
continue to monitor this situation.

    (Series 10).  As of March 31, 2000 and 1999, the average
Qualified
Occupancy for the series was 99.8% and 99.7%, respectively. The
series had a
total of 45 properties at March 31, 2000, of which 43 were at
100% qualified
occupancy.

     For the tax years ended December 31, 1999 and 1998 the
series, in
total, generated $1,420,946 and $1,441,794, respectively, in
passive income
tax losses that were passed through to the investors, and also
provided $1.30 and $1.44, respectively, in tax credits per BAC to
the investors. This decrease is due to the fact that of some of
the tax credits previously generated by one of the Operating
Partnerships no longer owned by the Investment Partnership.

     As of March 31, 2000 and 1999, the Investments in Operating
Partnerships
for Series 10 was $6,885,117 and $7,305,952, 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, 1999 and 1998 Series 10
reflects net
income from Operating Partnerships of $1,441,685 and $1,162,266,
respectively,
adjusted for depreciation which is a non cash item.

     The audited financial statements for Chuckatuck Square were
prepared assuming the partnership will continue as a Going
Concern. Despite high occupancy, the property suffers from
excessive bad debt expenses due to the seasonal nature of
employment opportunities in the local economy. As a result the
property has accumulating payables and is delinquent in funding
its replacement reserves. In January of 2000, the partnership
entered a two-year workout plan with Rural Development that
allows for reduced debt service payments. The savings associated
with the reduced debt payments will be used to reduce payables
and fund the replacement reserve account. The operating general
partner continues to attempt to obtain rental assistance from
Rural Development to alleviate the collection/bad debt problem.

(Series 11).  As of March 31, 2000 and 1999, the average
Qualified
Occupancy for the series was 100% for both years.

     For the tax years ended December 31, 1999 and 1998, the
series, in total,generated $1,504,433 and $1,626,615,
respectively, in passive income tax
losses that were passed through to the investors, and also
provided $1.31 and $1.32,respectively, in tax credits per BAC to
the investors
                                    41



     As of March 31, 2000 and 1999, the Investments in Operating
Partnerships
for Series 11 was $8,097,883 and $8,819,044, 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, 1999 and 1998 Series 11
reflects net
income from Operating Partnerships of $897,891 and $849,812,
respectively,
adjusted for depreciation which is a non-cash item.

  (Series 12).  As of March 31, 2000 and 1999, the average
Qualified
Occupancy for the series was 99.9% for both years.  The series
had a
total of 53 properties at March 31, 2000, of which 52 were at
100% qualified
occupancy.

     For the tax years ended December 31, 1999 and 1998, the
series, in total,generated $2,036,792 and $1,927,382,
respectively, in passive income tax
losses that were passed through to the investors, and also
provided $1.46 per
year for 1999 and 1998 in tax credit per BAC to the investors.

     As of March 31, 2000 and 1999, the Investments in Operating
Partnerships
for Series 12 was $8,296,388 and $9,338,564, 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, 1999 and 1998 Series 12
reflects net
income from Operating Partnerships of $822,379 and $859,723,
respectively,
adjusted for depreciation which is a non cash item.

(Series 14).  As of March 31, 2000 and 1999, the average
Qualified
Occupancy for the series was 99.8% and 99.7%, respectively.  The
series had a
total of 101 properties at March 31, 2000, of which 97 were at
100%
qualified occupancy.

       For the tax years ended December 31, 1999 and 1998, the
series, in total,generated $4,171,124 and $4,535,451,
respectively, in passive income tax
losses that were passed through to the investors, and also
provided $1.41 and
$1.42, respectively, in tax credits per BAC to the investors.

     As of March 31, 2000 and 1999, the Investments in Operating
Partnerships
for Series 14 was $15,160,631 and $17,295,078, 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, 1999 and 1998 Series 14
reflects a net
income from Operating Partnerships of $1,973,797 and $1,625,463,
respectively, adjusted for depreciation which is a non-cash item.


                                   42



     Lakewood Terrace Limited partnership (Lakewood Terrace
Apartments) operated with a net loss during 1999 primarily as a
result of the extensive amount of capital improvements that were
made during the year. A portion of the expense was reimbursed
from the replacement reserve account but the property funded the
balance of the costs through operations. Capital Improvements of
this magnitude are not anticipated in 2000. Despite the fact that
occupancy averaged 97.47 during 1999, the property could not
sustain the expenses it incurred and closed the year with high
payables on their balance sheet. In addition, the project has a
Housing Assistance contract with HUD which expires on August 31,
2000. The Operating General Partner is negotiating an extension
of the contract for a four-year term instead of an annual term.


     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 Partners IV, A
California LP (Glenhaven Park) continue to suffer from excessive
operating expenses compared to operating income. In an attempt to
reduce operating expenses the Operating General Partner has been
in negotiations with a not-for-profit company to provide tenant
services and coordinate leasing and community outreach. Terms
have been reached with respect to the installation of the not-for-
profit Managing general Partner. As a result of repairs to unit
interiors, occupancy levels have stabilized. At March 31, 2000
physical occupancy at both Haven Park II and Haven Park III, was
93%. Occupancy at Haven Park IV as of March 31, 2000 has
increased to 100%. Occupancy at Glenhaven Park Partners continues
to suffer, largely as a result of turnovers associated with
evictions. Occupancy as of March 31, 2000 was 75%.

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 60 day letters for the tax
years ending 1996 and 1997 dated August 23 1999 and August 8,
1999, respectively.  The initial 60-Day letter which was issued
in relation to the tax years ended December 31, 1993, 1994, and
1995, and the subsequent 1996 and 1997 60-day letter were 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 Operating General Partner and its counsel do 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 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 (Note H).

                              43





Recent Accounting Statements Not Yet Adopted
--------------------------------------------

   In December 1999, the Financial Accounting Standards Board
(FASB) issued SFAS No. 136, "Transfers of Assets to a Not-For-
Profit Organization or Charitable Trust that Raises of Holds
Contributions for Others," and in June 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedgers
Activities-Deferral of the Effective Date of SFAS No. 133".

   SFAS No. 136 is generally effective for periods beginning
after December 15, 1999 and SAFS 137 is effective upon issuance
in June 1999.

   The Fund does not have any derivative or hedging activities
and is not a not-for-profit organization.  Consequently, these
pronouncements are not expected to have any effect on the Fund's
financial statements.

Year 2000 Compliance
--------------------
    Boston Capital and its management did not experience any
computer-related problems as a result of the century date change
known as the "Year 2000" or "Y2K"and therefore, there was 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.
                                     44
























                                   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 70, 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 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 is also a past  member  of  the
Board of Directors of the National Leased Housing Association and
has  served as 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 Street Inn and the 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
primarily   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 former 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 premiere 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 Youth build Boston.  Mr. Manning is a graduate of Boston
College.
                                   45


   Richard J. DeAgazio, age 55, is Executive Vice President of
Boston Capital Corporation, 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), He currently serves as a member of the National
Adjudicatory Council of the NASD.  He 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 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 on the Board of Directors of Kelmoore
Investment Company and Kansas City Technologies, Inc.  He is a
leader in the community and serves on the Business Leaders
Council of the Boston Symphony, Board of Directors of 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 39, is Chief Financial Officer of Boston
Capital Partners, Inc., and serves as Chairman of the firm's
Operating Committee.  Mr. Nickas is responsible for all the
financial, accounting and operational functions of Boston Capital
and has spent the past thirteen years in the real estate
syndication and investment business. His prior responsibilities
at Boston Capital included management of finance and accounting
for the 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.


                                    46


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 2000 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, 2000 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 $73,714 for amounts charged to
operations
during the year ended March 31, 2000. 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, 2000, 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

                                    47


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, 2000.

    (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.






































                                   48





                                   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, 2000 and 1999

    Statement of Operations, Years ended March 31, 2000, 1999,
and
    1998.

    Statements of Changes in Partners' Capital, Years ended March
    31, 2000, 1999 and 1998.

    Statements of Cash Flows, Years ended March 31, 2000, 1999
and
    1998.

    Notes to Financial Statements, March 31, 2000, 1999 and
    1998.

    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.)







                                    49










        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.
        ---------------------------------------------------

















                                    50

                                  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:  July 10, 2000                 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:  July 10, 2000             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





                                    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:  July 10, 2000             By:  ----------------------
                                      John P. Manning



Date:  July 10, 2000             By:  ----------------------
                                      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: July 10, 2000     SIGNATURE:                TITLE:

                                                  General Partner
and
                        ---------------------      Principal
Executive
                        John P. Manning           Officer,
Principal
                                                  Financial
Officer and
                                                  Principal
Accounting
                                                  Officer of
Boston
                                                  Capital
Associates

                                                  General Partner
and
                        --------------------       Principal
Executive
                        Herbert F. Collins        Officer,
Principal
                                                  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, 2000
AND 1999



<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-76

       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,  2000 and 1999, 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 ended March 31, 2000.

These  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.
Investments  in   such   partnerships   comprise   the  following
percentages  of  the  assets  as  of  March 31, 2000 and 1999 for
Series  7,  Series  9  through 12, and Series 14, and the limited
partnership loss for each  of  the three  years ended  March  31,
2000 for Series 7, Series 9 through 12, and Series 14: Total, 30%
and  34%  of  the  assets  and  29%,   24%   and   22%   of   the
partnership  loss;  Series 7,  25% and 27% of the assets and 27%,
13%  and 7% of the partnership  loss;  Series  9,  32% and 35% of
the  assets  and 31%, 29% and 27% of the partnership loss; Series
10,  45%  and  40%  of  the  assets and  30%,  20%  and 7% of the

partnership loss; Series 11, 16% and 38% of the assets  and  20%,
32%  and  34%  of the partnership loss; Series 12, 24% and 24% of
the assets and  28%,  24%  and  32%  of the partnership loss; and
Series 14, 32% and 35% of the assets  and 22%, 19% and 18% 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.   An  audit  also  includes  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, 2000 and 1999, and the
results   of   their   operations   and  their cash flows for the
total partnership and for each of the  series  for  each  of  the
three  years ended March 31, 2000, 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, 2000.   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 23, 2000

                               F-4



<PAGE>

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

                                                           BALANCE SHEETS

                                                      March 31, 2000 and 1999


Total

----------------------------------------

2000                 1999

-------------------  -------------------
<S>
<C>                  <C>
                                                               ASSETS

       INVESTMENTS IN OPERATING LIMITED
       PARTNERSHIPS (notes A and C)
$        46,636,873  $        52,816,616

       OTHER ASSETS
       Cash and cash equivalents (notes A and E)
901,179              528,030
       Investments held to maturity (notes A and G)
611,093            1,062,515
       Notes receivable (note F)
543,584              543,584
       Deferred acquisition costs, net of accumulated amortization
       (notes A and C)
1,092,637            1,141,198
       Other
799,453              556,163

-------------------  -------------------

$       50,584,819   $       56,648,106

===================  ===================

                                                LIABILITIES AND PARTNERS'
CAPITAL

       LIABILITIES
       Accounts payable - trade
$         1,380   $              -
       Accounts payable - affiliates (note B)
19,467,919          16,817,686
       Capital contributions payable (note C)
261,103             368,417

-------------------   -----------------

19,730,402          17,186,103

-------------------   -----------------
       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, 2000 and 1999
       Assignees
-                    -
       Units of beneficial interest of the limited partnership interest
       of the assignor limited partner, 18,679,738 issued and
       outstanding at March 31, 2000 and 1999
32,162,586          40,684,097
       General partner
(1,308,169)         (1,222,094)

------------------   ----------------

30,854,417          39,462,003

-----------------    ----------------

$       50,584,819   $     56,648,106

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


                                                        (continued)

                                                            F-5



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

                                                     BALANCE SHEETS - CONTINUED

                                                      March 31, 2000 and 1999


Series 7

----------------------------------------

2000                1999

-------------------  -------------------
<S>
<C>                  <C>
                                                               ASSETS

       INVESTMENTS IN OPERATING LIMITED
       PARTNERSHIPS (notes A and C)
$           705,120  $           974,248

       OTHER ASSETS
       Cash and cash equivalents (notes A and E)
4,929                8,529

       Investments held to maturity (notes A and G)
-                    -
       Notes receivable (note F)
-                    -
       Deferred acquisition costs, net of accumulated amortization
       (notes A and C)
-                    -
       Other
57,517               46,618

------------------   ------------------

$          767,566   $        1,029,395

==================   ==================

                                                 LIABILITIES AND PARTNERS'
CAPITAL

       LIABILITIES

$               -    $               -

       Accounts payable - affiliates (note B)
1,155,639            1,020,834
       Capital contributions payable (note C)
-                    -

-------------------  ------------------

1,155,639           1,020,834

-------------------  ------------------
       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, 2000 and 1999
-                   -
       Assignees

       Units of beneficial interest of the limited partnership interest
       of the assignor limited partner, 1,036,100 issued and
       outstanding at March 31, 2000 and 1999
(294,266)            98,402

       General partner
(93,807)           (89,841)

------------------  -----------------

(388,073)              8,561

------------------  ------------------

$          767,566  $        1,029,395

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

                                                       (continued)

                                                            F-6
<PAGE>
<TABLE>
                                       Boston Capital Tax Credit Fund II Limited
Partnership
                                                   Series 7, 9 through 12, and
14

                                                     BALANCE SHEETS - CONTINUED

                                                      March 31, 2000 and 1999


Series 9

----------------------------------------

2000                1999

-------------------  -------------------
<S>
<C>                  <C>
                                                               ASSETS

       INVESTMENTS IN OPERATING LIMITED
       PARTNERSHIPS (notes A and C)
$         7,491,734  $         9,083,730

       OTHER ASSETS
       Cash and cash equivalents (notes A and E)
247,361              143,538
       Investments held to maturity (notes A and G)
88,505              252,699

       Notes receivable (note F)
-                    -

       Deferred acquisition costs, net of accumulated amortization
       (notes A and C)
19,572               20,442
       Other
204,244              154,191

-----------------    -----------------

$       8,051,416    $       9,654,600

==================   =================

                                                 LIABILITIES AND PARTNERS'
CAPITAL

      LIABILITIES

       Accounts payable - trade
$              -     $              -
       Accounts payable - affiliates (note B)
4,608,729            4,032,944
       Capital contributions payable (note C)
-                  4,590

------------------   ------------------

4,608,729            4,037,534

------------------   ------------------

       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, 2000 and 1999
-                    -
       Assignees
       Units of beneficial interest of the limited partnership interest
       of the assignor limited partner, 4,178,029 issued and
       outstanding at March 31, 2000 and 1999
3,768,600            5,921,235


(325,913)            (304,169)
       General partner
-------------------  -------------------

3,442,687            5,617,066

-------------------  -------------------

$        8,051,416   $        9,654,600

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

                                                        (continued)

                                                            F-7



<PAGE>

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

                                                     BALANCE SHEETS - CONTINUED

                                                      March 31, 2000 and 1999


Series 10

----------------------------------------

2000                 1999

-------------------  -------------------
<S>
<C>                  <C>
                                                               ASSETS

       INVESTMENTS IN OPERATING LIMITED
       PARTNERSHIPS (notes A and C)
$         6,885,117  $         7,305,952

       OTHER ASSETS
       Cash and cash equivalents (notes A and E)
32,209               33,116
       Investments held to maturity (notes A and G)
89,657               84,983

       Notes receivable (note F)
-                    -

       Deferred acquisition costs, net of accumulated amortization
       (notes A and C)
77,431               80,872
       Other
42,154               42,354

-------------------  -------------------

$        7,126,568   $        7,547,277

===================  ===================

                                                LIABILITIES AND PARTNERS'
CAPITAL

       LIABILITIES

       Accounts payable - trade
$                -   $                -
       Accounts payable - affiliates (note B)
3,050,496            2,694,984

-                    -
       Capital contributions payable (note C)
-------------------  -------------------

3,050,496            2,694,984

-------------------  -------------------

       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, 2000 and 1999
-                    -

       Assignees
       Units of beneficial interest of the limited partnership interest
       of the assignor limited partner, 2,428,925 issued and
       outstanding at March 31, 2000 and 1999
4,246,124            5,014,583

       General partner
(170,052)            (162,290)

-------------------  -------------------

4,076,072            4,852,293

-------------------  -------------------

$         7,126,568  $         7,547,277

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

                                                        (continued)

                                                            F-8



<PAGE>

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

                                                     BALANCE SHEETS - CONTINUED

                                                      March 31, 2000 and 1999


Series 11

----------------------------------------

2000                1999

-------------------  -------------------
<S>
<C>                  <C>
                                                               ASSETS

       INVESTMENTS IN OPERATING LIMITED
       PARTNERSHIPS (notes A and C)
$        8,097,883    $       8,819,044

       OTHER ASSETS
       Cash and cash equivalents (notes A and E)
247,690               95,122
       Investments held to maturity (notes A and G)
141,329              221,589

       Notes receivable (note F)
-                    -

       Deferred acquisition costs, net of accumulated amortization
       (notes A and C)
39,247               40,991
       Other
68,870               54,797

-------------------  -------------------

$        8,595,019   $        9,231,543

===================  ===================

                                                LIABILITIES AND PARTNERS'
CAPITAL

       LIABILITIES

       Accounts payable - trade
$              -   $                -
       Accounts payable - affiliates (note B)
2,277,513           1,951,834
       Capital contributions payable (note C)
22,528              22,528

-------------------  ------------------

2,300,041           1,974,362

-------------------  ------------------
       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, 2000 and 1999
-                    -
       Assignees
       Units of beneficial interest of the limited partnership interest
       of the assignor limited partner, 2,489,599 issued and
       outstanding at March 31, 2000 and 1999
6,446,713            7,399,294

       General partner
(151,735)            (142,113)

-------------------  ------------------

6,294,978            7,257,181

-------------------  ------------------

$       8,595,019   $        9,231,543

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

                                                        (continued)

                                                            F-9



<PAGE>

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

                                                     BALANCE SHEETS - CONTINUED

                                                      March 31, 2000 and 1999


Series 12

----------------------------------------

2000                1999

-------------------  -------------------
<S>
<C>                  <C>
                                                               ASSETS

       INVESTMENTS IN OPERATING LIMITED
       PARTNERSHIPS (notes A and C)
$        8,296,388   $        9,338,564

       OTHER ASSETS
       Cash and cash equivalents (notes A and E)
68,437               82,710
       Investments held to maturity (notes A
       and G)
-                    -

       Notes receivable (note F)
-                    -

       Deferred acquisition costs, net of accumulated amortization
       (notes A and C)
299,628              312,945
       Other
105,927               68,425

-------------------  -------------------

$        8,770,380   $        9,802,644

===================  ===================

                                                LIABILITIES AND PARTNERS'
CAPITAL

       LIABILITIES

$                   $
       Accounts payable - trade
-                    -
       Accounts payable - affiliates (note B)
2,868,059            2,473,495
       Capital contributions payable (note C)
11,405               11,405

-------------------  -------------------

2,879,464            2,484,900

-------------------  -------------------

       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, 2000 and 1999
-                    -
       Assignees
       Units of beneficial interest of the limited partnership interest
       of the assignor limited partner, 2,972,795 issued and
       outstanding at March 31, 2000 and 1999
6,089,266            7,501,826


(198,350)            (184,082)
       General partner
-------------------  -------------------

5,890,916            7,317,744

-------------------  -------------------

$       8,770,380    $       9,802,644

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

                                                        (continued)

                                                           F-10



<PAGE>

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

                                                     BALANCE SHEETS - CONTINUED

                                                      March 31, 2000 and 1999


Series 14

----------------------------------------

2000                1999

-------------------  -------------------
<S>
<C>                  <C>
                                                               ASSETS

       INVESTMENTS IN OPERATING LIMITED
       PARTNERSHIPS (notes A and C)
$       15,160,631   $       17,295,078

       OTHER ASSETS
       Cash and cash equivalents (notes A and E)
300,553              165,015
       Investments held to maturity (notes A and G)
291,602              503,244
       Notes receivable (note F)
543,584              543,584
       Deferred acquisition costs, net of accumulated amortization
       (notes A and C)
656,759              685,948
       Other
320,741              189,778

-------------------  -------------------

$        17,273,870   $       19,382,647

===================  ===================

                                                LIABILITIES AND PARTNERS'
CAPITAL

       LIABILITIES

       Accounts payable - trade
$         1,380   $              -
       Accounts payable - affiliates (note B)
5,507,483            4,643,595
       Capital contributions payable (note C)
227,170              329,894

-------------------  -------------------

5,736,033            4,973,489

-------------------  -------------------

       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, 2000 and 1999
-                    -
       Assignees
       Units of beneficial interest of the limited partnership interest
       of the assignor limited partner, 5,574,290 issued and
       outstanding at March 31, 2000 and 1999
11,906,149           14,748,757

       General partner
(368,312)            (339,599)

-------------------  -------------------

11,537,837           14,409,158

-------------------  -------------------

$      17,273,870   $       19,382,647

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

                                            See notes to financial statements

                                                           F-11



<PAGE>

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

                                                      STATEMENTS OF OPERATIONS

                                             Years ended March 31, 2000, 1999
and 1998


Total

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

-------------------  ------------------- -------------------
<S>                                                             <C>
<C>                 <C>
       Income                                                    $
$                   $
       Interest income
53,779               73,186              41,471
       Miscellaneous income
38,750               37,206               1,442

-------------------  ------------------- -------------------

92,529              110,392              42,913

-------------------  ------------------- -------------------
       Share of losses from operating limited
       partnerships (note A)
(5,998,233)         (7,498,353)*         (8,573,433)

-------------------  ------------------- -------------------

       Expenses
       Professional fees
231,351              229,416             228,290
       Partnership management fee (note B)
2,280,617            2,299,147           2,314,373
       Amortization (note A)
48,561               48,561              48,561
       Impairment loss (note A)                                               -
468,736                 -
       General and administrative expenses (note B)
141,353              131,758             191,817

-------------------  ------------------- -------------------

2,701,882            3,177,618           2,783,041

-------------------  ------------------- -------------------
       NET LOSS (note A)                                        $
(8,607,586)    $    (10,565,579)   $    (11,313,561)

===================  =================== ===================
       Net loss allocated to general partner                    $
(86,075)    $       (105,657)   $       (113,135)

===================  =================== ===================
       Net loss allocated to assignees                          $
(8,521,511)    $    (10,459,922)   $    (11,200,426)

===================  =================== ===================
       Net loss per BAC                                         $
(0.46)   $           (0.56)  $           (0.60)

===================  =================== ===================

       *  Includes loss on disposal of operating limited partnership (Series 10)
of $235,446.

       </TABLE>

                                                       (continued)

                                                           F-12

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

                                                STATEMENTS OF OPERATIONS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 7

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

-------------------  ------------------- -------------------
<S>                                                             <C>
<C>                 <C>
       Income
       Interest income                                          $
185    $             162   $             257
       Miscellaneous income                                                   -
150                 -

       Total income
185                  312                 257

-------------------  ------------------- -------------------
       Share of losses from operating limited
       partnerships (note A)
(269,128)            (255,660)           (286,041)

-------------------  ------------------- -------------------
       Expenses
       Professional fees
11,844               18,264              16,079
       Partnership management fee (note B)
108,654              103,589             111,089
       Amortization (note A)                                                  -
-                   -
       Impairment loss (note A)                                               -
255,418                 -
       General and administrative expenses (note B)
7,193                6,845               8,522

-------------------  ------------------- -------------------

127,691              384,116             135,690

-------------------  ------------------- -------------------
       NET LOSS (note A)                                        $
(396,634)   $        (639,464)  $        (421,474)

===================  =================== ===================
       Net loss allocated to general partner                    $
(3,966)   $          (6,395)  $          (4,215)

===================  =================== ===================
       Net loss allocated to assignees                          $
(392,668)   $        (633,069)  $        (417,259)

===================  =================== ===================
       Net loss per BAC                                         $
(0.38)   $           (0.61)  $           (0.40)

===================  =================== ===================
       </TABLE>
                                                       (continued)

                                                           F-13

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

                                                STATEMENTS OF OPERATIONS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 9

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

-------------------  ------------------- -------------------
       <S>                                                    <C>
<C>                 <C>
       Income
       Interest income                                         $
11,565   $           22,140  $           16,101
       Miscellaneous income
10,027                3,472                  87

-------------------  ------------------- -------------------
       Total income
21,592               25,612              16,188

-------------------  ------------------- -------------------
       Share of losses from operating limited
       partnerships (note A)
(1,587,512)          (1,736,728)         (1,699,785)

-------------------  ------------------- -------------------
       Expenses
       Professional fees
39,228               39,133              35,520
       Partnership management fee (note B)
539,698              552,372             547,218
       Amortization (note A)
870                  870                 870
       Impairment loss (note A)                                               -
-                   -
       General and administrative expenses (note B)
28,663               25,771              32,138

-------------------  ------------------- -------------------

608,459              618,146             615,746

-------------------  ------------------- -------------------
       NET LOSS (note A)                                        $
(2,174,379)   $      (2,329,262)  $      (2,299,343)

===================  =================== ===================
       Net loss allocated to general partner                    $
(21,744)   $         (23,293)  $         (22,993)

===================  =================== ===================
       Net loss allocated to assignees                          $
(2,152,635)   $      (2,305,969)  $      (2,276,350)

===================  =================== ===================
       Net loss per BAC                                         $
(0.52)   $           (0.55)  $           (0.55)

===================  =================== ===================

       </TABLE>

                                                       (continued)

                                                           F-14

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

                                                STATEMENTS OF OPERATIONS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 10

--------------------------------------------------------------
                                                                    2000
1999                 1998
                                                             -------------------
-------------------   -------------------
<S>                                                           <C>
<C>                   <C>
       Income
       Interest income                                           $         4,891
$         5,647       $         3,695
       Miscellaneous income                                               8,550
-                     -
                                                             -------------------
-------------------   -------------------
       Total income                                                      13,441
5,647                 3,695
                                                             -------------------
-------------------   -------------------
       Share of losses from operating limited
       partnerships (note A)                                           (407,144)
(897,590)*          (1,008,105)
                                                             -------------------
-------------------   -------------------
       Expenses
       Professional fees                                                 33,952
31,182                31,229
       Partnership management fee (note B)                              323,517
324,577               321,682
       Amortization (note A)                                              3,441
3,441                 3,441
       Impairment loss (note A)                                             -
-                     -
       General and administrative expenses (note B)                      21,608
17,011                30,588
                                                             -------------------
-------------------   -------------------
                                                                        382,518
376,211               386,940
                                                             -------------------
-------------------   -------------------
       NET LOSS (note A)                                     $         (776,221)
$      (1,268,154)   $       (1,391,350)
                                                             ===================
===================   ===================
       Net loss allocated to general partner                 $           (7,762)
$         (12,682)   $          (13,913)
                                                             ===================
===================   ===================
       Net loss allocated to assignees                       $         (768,459)
$      (1,255,472)   $       (1,377,437)
                                                             ===================
===================   ===================
       Net loss per BAC                                      $            (0.32)
$           (0.52)   $            (0.57)
                                                             ===================
===================   ===================
       *  Includes loss on disposal of operating limited partnership (Series 10)
of $235,446.
       </TABLE>
                                                       (continued)

                                                           F-15
PAGE>
<TABLE>
                                       Boston Capital Tax Credit Fund II Limited
Partnership
                                                   Series 7, 9 through 12, and
14

                                                STATEMENTS OF OPERATIONS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 11

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

-------------------  ------------------- -------------------
<S>                                                            <C>
<C>                 <C>
       Income
       Interest income                                         $
11,638   $           14,804  $            5,610
       Miscellaneous income
7,453                5,091                   5

-------------------  ------------------- -------------------
       Total income
19,091               19,895               5,615

-------------------  ------------------- -------------------
       Share of losses from operating limited
       partnerships (note A)
(637,934)            (931,161)         (1,197,310)

-------------------  ------------------- -------------------
       Expenses
       Professional fees
32,595               29,826              30,344
       Partnership management fee (note B)
290,784              300,795             298,613
       Amortization (note A)
1,744                1,744               1,744
       Impairment loss (note A)                                                -
84,701                 -
       General and administrative expenses (note B)
18,237               16,972              26,890

-------------------  ------------------- -------------------

343,360              434,038             357,591

-------------------  ------------------- -------------------
       NET LOSS (note A)                                       $
(962,203)   $      (1,345,304)  $      (1,549,286)

===================  =================== ===================
       Net loss allocated to general partner                   $
(9,622)   $         (13,453)  $         (15,493)

===================  =================== ===================
       Net loss allocated to assignees                         $
(952,581)   $      (1,331,851)  $      (1,533,793)

===================  =================== ===================
       Net loss per BAC                                        $
(0.38)   $           (0.53)  $           (0.61)

===================  =================== ===================
       </TABLE>
                                                       (continued)

                                                           F-16

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

                                                STATEMENTS OF OPERATIONS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 12

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

-------------------  ------------------- -------------------
<S>                                                              <C>
<C>                 <C>
       Income
       Interest income                                         $
1,465   $              805  $              228
       Miscellaneous income
2,886               10,846                 -

-------------------  ------------------- -------------------
       Total income
4,351               11,651                 228

-------------------  ------------------- -------------------
       Share of losses from operating limited
       partnerships (note A)
(998,028)          (1,122,280)         (1,350,247)

-------------------  ------------------- -------------------
       Expenses
       Professional fees
35,899               36,772              42,629
       Partnership management fee (note B)
362,250              347,246             360,155
       Amortization (note A)
13,317               13,317              13,317
       Impairment loss (note A)                                               -
128,617                 -
       General and administrative expenses (note B)
21,685               21,986              28,461

-------------------  ------------------- -------------------

433,151              547,938             444,562

-------------------  ------------------- -------------------
       NET LOSS (note A)                                        $
(1,426,828)   $      (1,658,567)  $      (1,794,581)

===================  =================== ===================
       Net loss allocated to general partner                    $
(14,268)   $         (16,586)  $         (17,946)

===================  =================== ===================
       Net loss allocated to assignees                          $
(1,412,560)   $      (1,641,981)  $      (1,776,635)

===================  =================== ===================
       Net loss per BAC                                         $
(0.48)   $           (0.55)  $           (0.60)

===================  =================== ===================
       </TABLE>
                                                       (continued)

                                                           F-17

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

                                                STATEMENTS OF OPERATIONS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 14

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

-------------------  ------------------- -------------------
<S>                                                              <C>
<C>                 <C>
       Income
       Interest income                                          $
24,035    $          29,628   $          15,580
       Miscellaneous income
9,834               17,647               1,350

-------------------  ------------------- -------------------
       Total income
33,869               47,275              16,930

-------------------  ------------------- -------------------
       Share of losses from operating limited
       partnerships (note A)
(2,098,487)          (2,554,934)         (3,031,945)

-------------------  ------------------- -------------------
       Expenses
       Professional fees
77,833               74,239              72,489
       Partnership management fee (note B)
655,714              670,568             675,616
       Amortization (note A)
29,189               29,189              29,189
       Impairment loss (note A)                                               -
-                   -
       General and administrative expenses (note B)
43,967               43,173              65,218

-------------------  ------------------- -------------------

806,703              817,169             842,512

-------------------  ------------------- -------------------
       NET LOSS (note A)                                        $
(2,871,321)   $      (3,324,828)  $      (3,857,527)

===================  =================== ===================
       Net loss allocated to general partner                    $
(28,713)   $         (33,248)  $         (38,575)

===================  =================== ===================
       Net loss allocated to assignees                          $
(2,842,608)   $      (3,291,580)  $      (3,818,952)

===================  =================== ===================
       Net loss per BAC                                         $
(0.51)   $           (0.59)  $           (0.69)

===================  =================== ===================

       </TABLE>
                                             See notes to financial statements

                                                           F-18

<PAGE>
<TABLE>
                                       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, 2000, 1999
and 1998


General
                           Total                                 Assignees
partner               Total
     -------------------------------------------------------   -----------------
-------------------  ------------------
      <S>                                                       <C>
<C>                  <C>
     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

     Net loss
(8,521,511)             (86,075)         (8,607,586)

-----------------   -------------------  ------------------
     Partners' capital (deficit), March 31, 2000                $
32,162,586    $      (1,308,169)  $      30,854,417

=================   ===================  ==================

       </TABLE>
                                                       (continued)

                                                           F-19



<PAGE>

<TABLE>
                                       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, 2000, 1999
and 1998


General
                               Series 7                               Assignees
partner               Total
     -------------------------------------------------------   -----------------
-------------------  ------------------
     <S>                                                       <C>
<C>                  <C>
     Partners' 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

     Net loss
(392,668)              (3,966)           (396,634)

-----------------   -------------------  ------------------
     Partners' capital (deficit), March 31, 2000                 $
(294,266)   $         (93,807)   $       (388,073)

=================   ===================  ==================


General
                               Series 9                               Assignees
partner               Total
     -------------------------------------------------------   -----------------
-------------------  ------------------
     <S>                                                       <C>
<C>                  <C>
     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

     Net loss
(2,152,635)             (21,744)         (2,174,379)

-----------------   -------------------  ------------------
     Partners' capital (deficit), March 31, 2000                $
3,768,600    $        (325,913)  $       3,442,687

=================   ===================  ==================

     </TABLE>

                                                       (continued)

                                                           F-20
<PAGE>
<TABLE>
                                   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, 2000, 1999 and
1998


General
                         Series 10                               Assignees
partner               Total
  -------------------------------------------------------   -----------------
-------------------  ------------------
 <S>                                                       <C>
<C>                  <C>
 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

 Net loss                                                            (768,459)
(7,762)           (776,221)
                                                            -----------------
-------------------  ------------------
 Partners' capital (deficit), March 31, 2000               $        4,246,124
$        (170,052) $        4,076,072
                                                            =================
===================  ==================
</TABLE>
<TABLE>

General
                          Series 11                               Assignees
partner               Total
---------------------------------------------------------   -----------------
-------------------  ------------------
  <S>                                                       <C>
<C>                  <C>
 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

 Net loss                                                            (952,581)
(9,622)           (962,203)
                                                            -----------------
-------------------  ------------------
 Partners' capital (deficit), March 31, 2000                $       6,446,713
$        (151,735)  $       6,294,978
                                                            =================
===================  ==================
 </TABLE>

                                                       (continued)

                                                           F-21


<PAGE>
<TABLE>
                                       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, 2000, 1999
and 1998


General
                            Series 12                               Assignees
partner               Total
     -------------------------------------------------------   -----------------
-------------------  ------------------
      <S>                                                       <C>
<C>                  <C>
     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

     Net loss
(1,412,560)             (14,268)         (1,426,828)

-----------------   -------------------  ------------------
     Partners' capital (deficit), March 31, 2000               $
6,089,266    $        (198,350) $        5,890,916

=================   ===================  ==================

</TABLE>

<TABLE>


General
                        Series 14                               Assignees
partner               Total
 -------------------------------------------------------   -----------------
-------------------  ------------------
  <S>                                                       <C>
<C>                  <C>
 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

 Net loss                                                          (2,842,608)
(28,713)         (2,871,321)
                                                            -----------------
-------------------  ------------------
 Partners' capital (deficit), March 31, 2000                $      11,906,149
$        (368,312)  $      11,537,837
                                                            =================
===================  ==================

 </TABLE>

                                             See notes to financial statements

                                                           F-22

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

                                                     STATEMENTS OF CASH FLOWS

                                             Years ended March 31, 2000, 1999
and 1998


Total

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

-------------------- ------------------   -------------------
<S>                                                            <C>
<C>                  <C>
 Cash flows from operating activities
 Net loss                                                 $       (8,607,586)
$  (10,565,579)    $    (11,313,561)
 Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities
 Distribution from operating limited
 partnerships                                                        128,448
57,177               44,006
 Share of losses from operating limited
 partnerships                                                      5,998,233
7,498,353            8,573,433
 Impairment loss                                                         -
468,736                  -
 Amortization                                                         48,561
48,561               48,561
 Changes in assets and liabilities
 Accounts payable and accrued expenses                             2,651,613
2,580,197            2,582,855
 Other assets                                                          7,822
(39,928)              (2,899)
                                                         --------------------
------------------  -------------------
 Net cash provided by (used in)
 operating activities                                                227,091
47,517              (67,605)
                                                         --------------------
------------------  -------------------
 Cash flows from investing activities
 Capital contributions paid to operating limited
 partnerships                                                       (104,590)
(2,543)             (18,000)
 Repayment from (advance to) operating limited
 partnerships                                                       (200,774)
(65,677)             (28,472)
 Purchase of investments (net of proceeds from
 redemption of investments)                                          451,422
(145,018)            (917,497)
                                                         --------------------
------------------  -------------------
 Net cash provided by (used in) investing
 activities                                                          146,058
(213,238)            (963,969)
                                                         --------------------
------------------  -------------------

 NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                                           373,149
(165,721)          (1,031,574)

 Cash and cash equivalents, beginning                                528,030
693,751            1,725,325
                                                         --------------------
------------------  -------------------

 Cash and cash equivalents, end                          $           901,179
$        528,030    $         693,751
                                                         ====================
==================  ===================

     </TABLE>
                                                       (continued)

                                                           F-23
<PAGE>
<TABLE>
                                       Boston Capital Tax Credit Fund II Limited
Partnership
                                                   Series 7, 9 through 12, and
14

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Total

-------------------------------------------------------------
                                                                      2000
1999               1998
                                                             -------------------
------------------- -------------------
<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.                                  $
2,724   $              -    $              681

===================  =================== ===================
       The partnership has adjusted its investment
       in operating limited partnerships for low
       income tax credits not generated.                       $
57,687   $           14,468  $           14,988

===================  =================== ===================
       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-24
<PAGE>
<TABLE>
                                       Boston Capital Tax Credit Fund II Limited
Partnership
                                                   Series 7, 9 through 12, and
14

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 7

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

-------------------  ------------------- -------------------
<S>                                                              <C>
<C>                 <C>
Cash flows from operating activities
Net loss                                                   $        (396,634)
$        (639,464)  $        (421,474)
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                                                         269,128
255,660             286,041

Impairment loss                                                          -
255,418                 -

Amortization                                                             -
-                   -
Changes in assets and liabilities
Accounts payable and accrued expenses                                134,805
159,949             130,559
Other assets                                                             -
-                   -
                                                          -------------------
------------------- -------------------
Net cash provided by (used in)
operating activities                                                   7,299
31,563              (4,874)
                                                          -------------------
------------------- -------------------
Cash flows from investing activities

Capital contributions paid to operating limited
partnerships                                                             -
-                   -

Repayment from (advance to) operating limited
partnerships                                                         (10,899)
(30,168)                -
Purchase of investments (net of proceeds from
redemption of investments)                                               -
-                   -
                                                          -------------------
------------------- -------------------
Net cash provided by (used in) investing
activities                                                           (10,899)
(30,168)                -
                                                          -------------------
------------------- -------------------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS                                             (3,600)
1,395              (4,874)

Cash and cash equivalents, beginning                                   8,529
7,134              12,008
                                                          -------------------
------------------- -------------------
Cash and cash equivalents, end                             $           4,929
$           8,529   $           7,134
                                                          ===================
=================== ===================
 </TABLE>
                                                       (continued)

                                                           F-25
<PAGE>
<TABLE>
                                       Boston Capital Tax Credit Fund II Limited
Partnership
                                                   Series 7, 9 through 12, and
14

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 7

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

-------------------  ------------------- -------------------
<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>

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 9

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

-------------------  ------------------- -------------------
<S>                                                              <C>
<C>                 <C>
     Cash flows from operating activities
     Net loss                                                   $
(2,174,379)   $      (2,329,262)  $      (2,299,343)
     Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities
     Distribution from operating limited
     partnerships
1,047                1,249               3,390
     Share of losses from operating limited
     partnerships
1,587,512            1,736,728           1,699,785
     Impairment loss                                                          -
-                   -
     Amortization
870                  870                 870
     Changes in assets and liabilities
     Accounts payable and accrued expenses
575,785              575,781             575,787
     Other assets
12,553               (9,921)             (2,216)

-------------------  ------------------- -------------------
     Net cash provided by (used in)
     operating activities
3,388              (24,555)            (21,727)

-------------------  ------------------- -------------------
     Cash flows from investing activities
     Capital contributions paid to operating limited
     partnerships
(4,590)                 -                   -
     Repayment from (advance to) operating limited
     partnerships
(59,169)             (96,620)            (27,697)
     Purchase of investments (net of proceeds from
     redemption of investments)
164,194               (3,202)           (249,497)
                                                             -------------------
------------------- -------------------
     Net cash provided by (used in) investing
     activities
100,435              (99,822)           (277,194)
                                                             -------------------
------------------- -------------------

     NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS
103,823             (124,377)           (298,921)
     Cash and cash equivalents, beginning
143,538              267,915             566,836

-------------------  ------------------- -------------------
     Cash and cash equivalents, end                            $
247,361   $          143,538  $          267,915

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

                                                       (continued)

                                                           F-27

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 9

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

-------------------  ------------------- -------------------
<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.                         $
3,437   $              -     $           3,728

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 10

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

-------------------  ------------------- -------------------
<S>                                                             <C>
<C>                 <C>
     Cash flows from operating activities
     Net loss                                                   $
(776,221)   $      (1,268,154)  $      (1,391,350)
     Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities
     Distribution from operating limited
     partnerships
21,040                7,917               5,031
     Share of losses from operating limited
     partnerships
407,144              897,590           1,008,105
     Impairment loss                                                          -
-                   -
     Amortization
3,441                3,441               3,441
     Changes in assets and liabilities
     Accounts payable and accrued expenses
355,512              355,512             355,512
     Other assets
(7,149)              (2,691)               (683)

-------------------  ------------------- -------------------
     Net cash provided by (used in)
     operating activities
3,767               (6,385)            (19,944)

-------------------  ------------------- -------------------
     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)
(4,674)              (1,983)            (83,000)

-------------------  ------------------- -------------------
     Net cash provided by (used in) investing
     activities
(4,674)              (1,983)            (83,000)

-------------------  ------------------- -------------------

     NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS
(907)              (8,368)           (102,944)

     Cash and cash equivalents, beginning
33,116               41,484             144,428

-------------------  ------------------- -------------------
     Cash and cash equivalents, end                             $
32,209    $          33,116   $          41,484

===================  =================== ===================

  </TABLE>
                                                       (continued)

                                                           F-29

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 10

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

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 11

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

-------------------  ------------------- -------------------
<S>                                                              <C>
<C>                 <C>
     Cash flows from operating activities
     Net loss                                                   $
(962,203)   $      (1,345,304)  $      (1,549,286)
     Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities
     Distribution from operating limited
     partnerships
68,150               35,909              10,000
     Share of losses from operating limited
     partnerships
637,934              931,161           1,197,310
     Impairment loss                                                          -
84,701                 -
     Amortization
1,744                1,744               1,744
     Changes in assets and liabilities
     Accounts payable and accrued expenses
325,679              326,080             325,681
     Other assets
1,004               (5,380)                -

-------------------  ------------------- -------------------
     Net cash provided by (used in)
     operating activities
72,308               28,911             (14,551)

-------------------  ------------------- -------------------

    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)
80,260               27,411            (249,000)

-------------------  ------------------- -------------------
     Net cash provided by (used in) investing
     activities
80,260               27,411            (254,000)

-------------------  ------------------- -------------------
     NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS
152,568               56,322            (268,551)

     Cash and cash equivalents, beginning
95,122               38,800             307,351

-------------------  ------------------- -------------------
     Cash and cash equivalents, end                            $
247,690    $          95,122   $          38,800

===================  =================== ===================
</TABLE>
                                                       (continued)

                                                           F-31

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 11

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

-------------------  ------------------- -------------------
<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.                          $
15,077   $            2,127  $            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>
<TABLE>
                                       Boston Capital Tax Credit Fund II Limited
Partnership
                                                   Series 7, 9 through 12, and
14

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 12

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

-------------------  ------------------- -------------------
<S>                                                            <C>
<C>                 <C>
     Cash flows from operating activities
     Net loss                                                   $
(1,426,828)   $      (1,658,567)  $      (1,794,581)
     Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities
     Distribution from operating limited
     partnerships
6,646                7,785               6,315
     Share of losses from operating limited
     partnerships
998,028            1,122,280           1,350,247
     Impairment loss                                                          -
128,617                 -
     Amortization
13,317               13,317              13,317
     Changes in assets and liabilities
     Accounts payable and accrued expenses
394,564              406,339             438,772
     Other assets                                                             -
(19,999)                -

-------------------  ------------------- -----------------
     Net cash provided by (used in)
     operating activities
(14,273)                (228)             14,070

------------------  ------------------- -------------------
     Cash flows from investing activities
     Capital contributions paid to operating limited
     partnerships                                                             -
-                   -
     Repayment from (advance to) operating limited
     partnerships                                                             -
61,111                (775)
     Purchase of investments (net of proceeds from
     redemption of investments)                                               -
-                   -

-------------------  ------------------- -------------------
     Net cash provided by (used in) investing
     activities                                                               -
61,111                (775)

-------------------  ------------------- -------------------

     NET INCREASE (DECREASE) IN
     CASH AND CASH EQUIVALENTS
(14,273)              60,883              13,295
     Cash and cash equivalents, beginning
82,710               21,827               8,532

-------------------  ------------------- -------------------
     Cash and cash equivalents, end                             $
68,437    $          82,710   $          21,827

===================  =================== ===================

       </TABLE>
                                                       (continued)

                                                           F-33
<PAGE>
<TABLE>
                                       Boston Capital Tax Credit Fund II Limited
Partnership
                                                   Series 7, 9 through 12, and
14

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 12

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

-------------------  ------------------- -------------------
<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.                         $
37,502    $           1,425   $           3,485

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 14

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

-------------------  ------------------- -------------------
<S>                                                            <C>
<C>                 <C>
       Cash flows from operating activities
       Net loss                                                 $
(2,871,321)   $      (3,324,828)  $      (3,857,527)
       Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities
       Distribution from operating limited
       partnerships
31,565                4,317              19,270
       Share of losses from operating limited
       partnerships
2,098,487            2,554,934           3,031,945
       Impairment loss
-                    -                   -
       Amortization
29,189               29,189              29,189
       Changes in assets and liabilities
       Accounts payable and accrued expenses
865,268              756,536             756,544
       Other assets
1,414               (1,937)                -

-------------------   ------------------- -------------------
       Net cash provided by (used in)
       operating activities
154,602               18,211             (20,579)

-------------------   ------------------- -------------------
       Cash flows from investing activities
       Capital contributions paid to operating limited
       partnerships
(100,000)              (2,543)            (13,000)
       Repayment from (advance to) operating limited
       partnerships
(130,706)                 -                   -
       Purchase of investments (net of proceeds from
       redemption of investments)
211,642             (167,244)           (336,000)

-------------------   ------------------- -------------------
       Net cash provided by (used in) investing
       activities
(19,064)            (169,787)           (349,000)

-------------------   ------------------- -------------------

       NET INCREASE (DECREASE) IN
       CASH AND CASH EQUIVALENTS
135,538             (151,576)           (369,579)

       Cash and cash equivalents, beginning
165,015              316,591             686,170

-------------------   ------------------- -------------------
       Cash and cash equivalents, end                           $
300,553    $         165,015   $         316,591

===================   =================== ===================
       </TABLE>
                                                        (continued)

                                                           F-35

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

                                                STATEMENTS OF CASH FLOWS -
CONTINUED

                                             Years ended March 31, 2000, 1999
and 1998


Series 14

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

-------------------  ------------------- -------------------
<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.                                     $
2,724   $              -     $             681

===================   =================== ===================
     The partnership has adjusted its investment
     in operating limited partnerships for low
     income tax credits not generated.                          $
1,671    $          10,916  $            2,052

===================   =================== ===================
     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>
                                              See notes to financial statements

                                                           F-36
<PAGE>
<TABLE>
            Boston Capital Tax Credit Fund II Limited Partnership
                    Series 7, 9 through 12, and 14

                    NOTES TO FINANCIAL STATEMENTS

                    March 31, 2000, 1999 and 1998

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, 2000 and 1999 are
as follows:

<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
                                                      ===========

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.

</TABLE>
                                    F-37
<PAGE>
<TABLE>
              Boston Capital Tax Credit Fund II Limited Partnership
                         Series 7, 9 through 12, and 14

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        March 31, 2000, 1999 and 1998

        NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
                    POLICIES (Continued)

          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.

          Accumulated amortization as of March 31, 2000 and 1999 is as follows:

                                                       2000               1999
                                                 -----------------
---------------
<S>                                              <C>                <C>
              Series 7                           $             -    $
-
              Series 9                                       4,350
3,480
              Series 10                                     17,207
13,766
              Series 11                                      8,721
6,977
              Series 12                                     66,585
53,268
              Series 14                                    145,946
116,757
                                                 -----------------
---------------
                                                 $         242,809  $
194,248
                                                 =================
===============
</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.

                               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, 2000, 1999 and 1998

         NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES (Continued)

         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 2000 or 1999.

          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.

                                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, 2000, 1999 and 1998


        NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT
           ACCOUNTING POLICIES (Continued)

        Investments in Operating Limited Partnerships (Continued)
        ---------------------------------------------
        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.

        Fiscal Year
        -----------
        For    financial    reporting    purposes   the  partnership  uses
        a March  31  year end, whereas for income tax reporting  purposes,
        the  partnership  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, 2000, 1999 and 1998 are as follows:

         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
                                                         ==========

                                   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, 2000, 1999 and 1998


   NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
            POLICIES (Continued)

             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.

             Recent Accounting Pronouncements
             --------------------------------
             In June 1999, the  Financial  Accounting  Standards   Board
            (FASB) issued  Statement  of Financial Accounting  Standards
            (SFAS) No. 136,  Transfers of  Assets  to  a  Not-For-Profit
             Organization  or  Charitable  Trust  That  Raises  Or Holds
             Contributions for Others, and in June 1999, the FASB issued
             SFAS  No.  137,  "Accounting For Derivative Instruments and
             Hedging Activities - Deferral of the Effective Date of SFAS
             No.  133".

             SFAS    No.   136   is  generally   effective  for  periods
             beginning after December 15, 1999 and SFAS 137 is effective
             upon  issuance  in  June  1999.

             The fund does not have any derivative or hedging activities
             and  is  not  a  not-for-profit organization. Consequently,
             these pronouncements are not expected to have an effect  on
             the fund's financial statements.

             NOTE  B  -  RELATED  PARTY TRANSACTIONS
             During  the  years ended March 31, 2000, 1999 and 1998, the
             partnership entered into several transactions with  various
             affiliates of the general partner, including Boston Capital
             Partners,    Inc.,   Boston   Capital   Holdings    Limited
             Partnership  and  Boston  Capital  Asset Management Limited
             Partnership,  as  follows:


                                    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, 2000, 1999 and 1998

             NOTE B - RELATED PARTY TRANSACTIONS (Continued)

             Boston  Capital  Asset Management  Limited  Partnership  is
             entitled to an annual partnership  management fee based on
             .5%  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, 2000, 1999 and
             1998 are as follows:

                              2000               1999               1998
                        -----------------  -----------------   -----------------
[S]                    [C]                [C]                 [C]
      Series 7          $         108,654  $         103,589   $         111,089
      Series 9                    539,698            552,372             547,218
      Series 10                   323,517            324,577             321,682
      Series 11                   290,784            300,795             298,613
      Series 12                   362,250            347,246             360,155
      Series 14                   655,714            670,568             675,616
                        -----------------  -----------------   -----------------
                        $       2,280,617  $       2,299,147   $       2,314,373
                        =================  =================   =================

                                       F-42
<PAGE>
<TABLE>
             Boston Capital Tax Credit Fund II Limited Partnership
                      Series 7, 9 through 12, and 14

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       March 31, 2000, 1999 and 1998

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,
2000, 1999 and 1998 charged to  each  series  operations are as
follows:
                                           2000               1999
1998
                                    -----------------  -----------------
-----------------
<S>                                 <C>                <C>                 <C>
       Series 7                      $           2,709  $           2,212   $
2,441
       Series 9                                 14,815             11,439
15,327
       Series 10                                11,616              8,694
18,402
       Series 11                                10,340              7,688
16,420
       Series 12                                10,965             10,020
13,492
       Series 14                                23,269             17,534
37,157
                                     -----------------  -----------------
-----------------
                                     $          73,714  $          57,587   $
103,239
                                     =================  =================
=================

Accounts    payable   -   affiliates at March 31, 2000 and 1999
represents general  and  administrative  expenses,  partnership
management fees, and  may include advances which are payable to
Boston  Capital Holdings Limited Partnership and Boston Capital
Asset Management Limited Partnership. The carrying value of the
accounts payable - affiliates approximates fair value.

</TABLE>
                                                      F-43
<PAGE>
<TABLE>
           Boston Capital Tax Credit Fund II Limited Partnership
                      Series 7, 9 through 12, and 14

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       March 31, 2000, 1999 and 1998

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

At    March    31,   2000,   and   1999,  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, 2000, and 1999 by series are as follows:

                                                    2000               1999
                                              -----------------  ---------------
<S>                                                 <C>                <C>
 Series 7                                                    15               15
 Series 9                                                    55               55
 Series 10                                                   45               45
 Series 11                                                   40               40
 Series 12                                                   53               53
 Series 14                                                  101              101
                                              -----------------  ---------------
                                                            309              309
                                              =================  ===============

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.

</TABLE>

<TABLE>
The  contributions  payable  to  operating limited partnerships at March 31,
2000 and 1999 by series are
as follows:
                                                   2000               1999
                                             -----------------  ---------------
<S>                                          <C>                <C>
 Series 7                                    $             -    $           -
 Series 9                                                  -              4,590
 Series 10                                                 -                -
 Series 11                                              22,528           22,528
 Series 12                                              11,405           11,405
 Series 14                                             227,170          329,894
                                             -----------------  ---------------
                                             $         261,103  $       368,417
                                             =================  ===============
</TABLE>
                                                            F-44
<PAGE>
<TABLE>
              Boston Capital Tax Credit Fund II Limited Partnership
                          Series 7, 9 through 12, and 14

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                          March 31, 2000, 1999 and 1998

NOTE  C  -  INVESTMENTS  IN  OPERATING  LIMITED  PARTNERSHIPS (Continued)

  The    partnership's   investments   in   operating   limited
  partnerships at March 31, 2000 are summarized as follows:

                                                                     Total
                                                                ----------------
 <S>                                                            <C>
    Capital  contributions  paid  and to be paid  to
         operating  limited  partnerships, net of tax credit
         adjusters                                              $   133,430,960

           Acquisition   costs   of   operating   limited
           partnerships                                              22,387,381

           Cumulative  distributions  from operating limited
           partnerships                                                (619,401)

           Impairment  loss  in  investment  in  operating
           limited partnerships                                        (468,736)

           Cumulative    losses   from   operating   limited
           partnerships                                            (108,093,331)

----------------
           Investment  in operating limited partnerships per
           balance sheets                                            46,636,873

           The  partnership (has recorded) or has not recorded
           capital  contributions  to  the  operating  limited
           partnerships  during the year ended March 31, 2000,
           which  (have  not)  have  been  included  in  the
           partnerships'   capital  account  included  in  the
           operating     limited    partnerships'    financial
           statements as of December 31, 1999 (see note A).          (1,700,639)

           The  partnership  has recorded acquisition costs at
           March 31, 2000, which have not been recorded in the
           net  assets  of  the operating limited partnerships
           (see note A).                                             (2,566,166)

           Cumulative   losses   from   operating   limited

           partnerships  for  the three months ended March 31,
           2000, which the operating limited partnerships have
           not  included  in  their capital as of December 31,
           1999 due to different year ends (see note A).              5,109,374

           Equity   in   losses   from   operating   limited
           partnerships  not  recognizable  under  the  equity
           method of accounting (see note A).                       (18,726,475)

           The partnership has recorded low-income housing tax
           credit  adjusters not recorded by operating limited
           partnerships (see note A).                                   885,859

           Impairment  loss  in  investment  in  operating
           limited partnerships                                         468,736

           Other                                                      2,850,242
                                                               ----------------
           Equity  per  operating  limited  partnerships'
           combined financial statements                        $    32,957,804
                                                               ================
       </TABLE>

                                                           F-45
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

           The  partnership's  investments  in  operating  limited partnerships
at March 31, 2000 are summarized as
           follows:
                                                                   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
$    29,793,430   $    17,589,002

           Acquisition    costs   of   operating   limited
           partnerships                                               1,302,313
5,201,737         2,958,341

           Cumulative  distributions  from  operating  limited
           partnerships                                                  (2,258)
(45,297)          (52,318)

           Impairment  loss in investment in operating limited
           partnerships                                                (255,418)
-                 -

           Cumulative   losses   from   operating   limited
           partnerships                                              (7,825,694)
(27,458,136)      (13,609,908)
                                                               ----------------
----------------  ----------------
           Investment  in  operating  limited partnerships per
           balance sheets                                               705,120
7,491,734         6,885,117

       </TABLE>
                                                           F-46
<PAGE>
<TABLE>
                              Boston Capital Tax Credit Fund II Limited
Partnership
                                          Series 7, 9 through 12, and 14

                                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                          March 31, 2000, 1999 and 1998

  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

                                                               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, 2000,
   w h ich  (have  not)  have  been  included  in  the
   partnerships'   capital  account  included  in  the
   operating     limited    partnerships'    financial
   statements as of December 31, 1999 (see note A).              24,274
(225,480)           (4,228)

   The  partnership  has recorded acquisition costs at
   March 31, 2000, 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,
   2000, which the operating limited partnerships have
   not  included  in  their capital as of December 31,
   1999 due to different year ends (see note A).                125,066
1,134,799           776,692

   Equity    in    losses   from   operating   limited
   partnerships  not  recognizable  under  the  equity
   method of accounting (see note A).                        (3,614,255)
(5,278,123)       (2,282,383)

   The partnership has recorded low-income housing tax
   credit  adjusters not recorded by operating limited
   partnerships (see note A).                                   (11,992)
140,133            85,358

   Impairment  loss in investment in operating limited
   partnerships                                                 255,418
-                 -

   Other                                                      1,470,137
1,184,964           (30,544)
                                                        ---------------
----------------  ----------------
   Equity per operating limited partnerships' combined
   financial statements                                 $    (1,507,375) $
4,262,783  $      5,420,176
                                                        ===============
================  ================

 </TABLE>

                                                 F-47

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

           The  partnership's  investments  in  operating  limited partnerships
at March 31, 2000 are summarized as
           follows:
                                                                   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                                            $    17,684,665
$    21,368,301   $    39,509,385

           Acquisition    costs   of   operating   limited
           partnerships                                               3,069,084
3,398,377         6,457,529

           Cumulative  distributions  from  operating  limited
           partnerships                                                (343,354)
(43,596)         (132,578)

           Impairment  loss in investment in operating limited
           partnerships                                                 (84,701)
(128,617)              -

           Cumulative   losses   from   operating   limited
           partnerships                                             (12,227,811)
(16,298,077)      (30,673,705)
                                                               ----------------
----------------  ----------------
           Investment  in  operating  limited partnerships per
           balance sheets                                             8,097,883
8,296,388        15,160,631

       </TABLE>

                                                           F-48

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

                                                                    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, 2000,
           w h ich  (have  not)  have  been  included  in  the
           partnerships'   capital  account  included  in  the
           operating     limited    partnerships'    financial
           statements as of December 31, 1999 (see note A).            (262,454)
(572,254)         (660,497)

           The  partnership  has recorded acquisition costs at
           March 31, 2000, which have not been recorded in the
           net  assets  of  the operating limited partnerships
           (see note A).                                               (511,258)
(312,956)       (1,085,729)

           Cumulative    losses    from    operating   limited
           partnerships  for  the three months ended March 31,
           2000, which the operating limited partnerships have
           not  included  in  their capital as of December 31,
           1999 due to different year ends (see note A).                721,702
613,706         1,737,409

           Equity   in   losses    from    operating   limited
           partnerships  not  recognizable  under  the  equity
           method of accounting (see note A).                        (2,650,061)
(1,808,561)       (3,093,092)

           The partnership has recorded low-income housing tax
           credit  adjusters not recorded by operating limited
           partnerships (see note A).                                   107,936
184,522           379,902

           Impairment  loss in investment in operating limited
           partnerships                                                  84,701
128,617               -

           Other                                                        285,264
33,486           (93,065)
                                                              -----------------
----------------  ----------------
           Equity per operating limited partnerships' combined
           financial statements                                $      5,873,713
$      6,562,948  $     12,345,559
                                                              =================
================  ================

       </TABLE>

                                                           F-49

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

 NOTE  C  -  INVESTMENTS  IN  OPERATING  LIMITED  PARTNERSHIPS (Continued)

  The    partnership's   investments   in   operating   limited
  partnerships at March 31, 1999 are summarized as follows:

                                                                     Total
                                                               ----------------
<S>                                                            <C>
           Capital contributions paid and to b  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 sheets                                            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  account  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   losses   from   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-50

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

 NOTE  C  -  INVESTMENTS  IN  OPERATING  LIMITED  PARTNERSHIPS (Continued)

  The partnership's   investments   in   operating   limited
  partnerships at March 31, 1999 are summarized as follows:

                                                                     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 sheets                                               974,248
9,083,730         7,305,952

       </TABLE>
                                                           F-51

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

                                                                    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,
           w h ich  (have  not)  have  been  included  in  the
           partnerships'   capital  account  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)

           Cum ulative   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    losses   from   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                                  $     (796,890)
$     7,209,455   $     6,418,859

================ ================  ================

       </TABLE>

                                                           F-52

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

           The  partnership's  investments  in  operating  limited partnerships
at March 31, 1999 are summarized as
           follows:
                                                                   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 sheets                                             8,819,044
9,338,564        17,295,078

       </TABLE>

                                                           F-53

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

                                                                    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,
           w h ich  (have  not)  have  been  included  in  the
           partnerships'   capital  account  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   losses   from   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                                $      7,422,413
$      8,126,358  $     15,336,239

================ ================  ================

       </TABLE>

                                                           F-54

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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 at December 31, 1999 are as
follows:

                                              COMBINED SUMMARIZED BALANCE SHEETS

                                                     Total           Series 7
Series 9         Series 10
                                                ----------------
----------------  ----------------  ---------------
<S>                                             <C>               <C>
<C>               <C>
                        ASSETS

           Buildings and improvements, net
                of accumulated depreciation     $   452,285,375   $
18,749,188   $    87,490,702   $   54,414,456
           Land                                      30,957,363
1,791,570         5,958,303        4,039,057
           Other assets                              41,372,429
1,653,700         7,512,050        6,445,292
                                                ----------------
----------------  ----------------  ---------------
                                                $   524,615,167   $
22,194,458   $   100,961,055    $  64,898,805
                                                ================
================  ================  ===============

                             LIABILITIES AND
                             PARTNERS' CAPITAL

           Mortgages and construction
                loans payable                   $   411,241,118   $
18,271,825   $    85,964,075    $  54,443,064
           Accounts payable and accrued
                expenses                             13,317,062
2,149,818         3,250,901          796,912
           Other liabilities                         27,655,035
1,071,141         6,052,766        2,386,415
                                                ----------------
----------------  ----------------  ---------------
                                                    452,213,215
21,492,784        95,267,742       57,626,391
                                                ----------------
----------------  ----------------  ---------------
           PARTNERS' CAPITAL

           Boston Capital Tax Credit
                Fund II Limited Partnership          32,957,804
(1,507,375)        4,262,783        5,420,176
           Other partners                            39,444,148
2,209,049         1,430,530        1,852,238
                                                ----------------
----------------  ----------------  ---------------
                                                     72,401,952
701,674         5,693,313        7,272,414
                                                ----------------
----------------  ----------------  ---------------

                                                $   524,615,167   $
22,194,458   $   100,961,055   $   64,898,805
                                                ================
================  ================  ===============

       </TABLE>

                                                           F-55
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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 hold an interest at December 31, 1999 are as follows:

                                                 COMBINED SUMMARIZED BALANCE
SHEETS - CONTINUED

                                                                   Series 11
Series 12         Series 14
                                                                ----------------
----------------  ----------------
<S>                                                             <C>
<C>               <C>
                                ASSETS

           Buildings and improvements, net of
                accumulated depreciation                        $    54,813,826
$    80,567,962   $   156,249,241
           Land                                                       3,234,637
4,814,335        11,119,461
           Other assets                                               6,057,380
6,164,219        13,539,788
                                                                ----------------
----------------  ----------------
                                                                $    64,105,843
$    91,546,516   $   180,908,490

                   LIABILITIES AND PARTNERS' CAPITAL

           Mortgages and construction loans payable             $    51,129,417
$    66,189,703   $   135,243,034

           Accounts payable and accrued expenses                      1,692,807
1,658,205         3,768,419
           Other liabilities                                          2,686,127
5,630,995         9,827,591
                                                                ----------------
----------------  ----------------
                                                                     55,508,351
73,478,903       148,839,044
                                                                ----------------
----------------  ----------------

          PARTNERS' CAPITAL
           Boston Capital Tax Credit Fund II Limited
                Partnership                                           5,873,713
6,562,948        12,345,559
           Other partners                                             2,723,779
11,504,665        19,723,887
                                                                ----------------
----------------  ----------------
                                                                      8,597,492
18,067,613        32,069,446
                                                                ----------------
----------------  ----------------
                                                                $    64,105,843
$    91,546,516   $   180,908,490
                                                                ================
================  ================
       </TABLE>

                                                           F-56

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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 at December 31, 1998 are as
follows:

                                              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

           Mortgages 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-57
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                               Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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 at December 31, 1998 are as follows:

                                                 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

           Mortgages 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-58
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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, 1999 in which Series 7, 9 through 12, and 14 hold
an interest as of December 31, 1999
           are as follows:

                                         COMBINED SUMMARIZED STATEMENTS OF
OPERATIONS

                                                 Year ended December 31, 1999

                                                     Total           Series 7
Series 9         Series 10
                                                ----------------
----------------  ----------------  ---------------
<S>                                             <C>               <C>
<C>               <C>
           Revenue
           Rental                               $    63,846,645   $
3,198,783   $    12,131,522   $    8,576,039
           Interest and other                         3,256,054
90,314           595,414          588,663
                                                ----------------
----------------  ----------------  ---------------
                                                     67,102,699
3,289,097        12,726,936        9,164,702
                                                ----------------
----------------  ----------------  ---------------
           Expenses
           Interest                                  22,777,050
1,400,516         4,378,013        2,576,127
           Depreciation and amortization             20,570,970
954,146         4,232,077        2,652,757
           Taxes and insurance                        7,937,475
392,109         1,686,843        1,188,822
           Repairs and maintenance                   10,436,830
542,954         2,022,076        1,397,153
           Operating expenses                        18,263,164
938,139         3,496,085        2,336,476
           Other expenses                             2,030,899
94,198           543,570          224,439
                                                ----------------
----------------  ----------------  ---------------
                                                     82,016,388
4,322,062        16,358,664       10,375,774
           NET LOSS                              $  (14,913,689)   $
(1,032,965)   $   (3,631,728)   $  (1,211,072)
                                                ================
================  ================  ===============
           Net loss allocated to Boston
                Capital Tax Credit Fund II
                Limited Partnership*             $  (10,992,706)   $
(710,486)   $   (2,939,972)   $    (993,555)
                                                ================
================  ================  ===============

           Net   loss  allocated  to  other
           partners                              $   (3,920,983)   $
(322,479)   $     (691,756)   $    (217,517)
                                                ================
================  ================  ===============

          *Amounts  include  $441,358, $1,352,460, $586,411, $864,736, $585,709
and $1,163,799 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.

       </TABLE>

                                                           F-59
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                               Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

  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, 1999 in which Series 7, 9 through 12, and 14 hold an interest as
of December 31, 1999 are as
  follows:

                                    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
- CONTINUED

                                                  Year ended December 31, 1999

                                                                    Series 11
Series 12         Series 14

----------------  ----------------  ----------------
<S>                                                              <C>
<C>               <C>
           Revenue
           Rental                                                $     8,024,284
$    10,580,662   $    21,335,355
           Interest and other                                            340,068
539,965         1,101,630

----------------  ----------------  ----------------
                                                                       8,364,352
11,120,627        22,436,985

----------------  ----------------  ----------------
           Expenses
           Interest                                                    2,726,935
3,852,134         7,843,325
           Depreciation and amortization                               2,727,085
3,417,859         6,587,046
           Taxes and insurance                                         1,026,793
1,254,098         2,388,810
           Repairs and maintenance                                     1,204,426
1,741,594         3,528,627
           Operating expenses                                          2,362,501
3,125,927         6,004,036
           Other expenses                                                145,807
324,495           698,390

----------------  ----------------  ----------------
                                                                      10,193,547
13,716,107        27,050,234

----------------  ----------------  ----------------
           NET LOSS                                               $
(1,829,195)   $   (2,595,480)   $   (4,613,249)

================  ================  ================
           Net loss allocated to Boston
                Capital Tax Credit Fund II
                Limited Partnership*                              $
(1,502,670)   $   (1,583,737)   $   (3,262,286)

================  ================  ================

           Net loss allocated to other partners                   $
(326,525)   $   (1,011,743)   $   (1,350,963)

================  ================  ================

         * Amounts  include  $441,358,  $1,352,460,  $586,411,  $864,736,
$585,709 and $1,163,799 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.

       </TABLE>

                                                           F-60
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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:

                                         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)
                                                ================
================  ================  ===============

          *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.

       </TABLE>

                                                           F-61



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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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:

                                    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 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)

================  ================  ================

          *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.

       </TABLE>

                                                           F-62

<PAGE>

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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:

                                         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)
                                                ================
================  ================  ===============

          *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.

       </TABLE>

                                                           F-63



<PAGE>

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       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:

                                    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 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)

================  ================  ================

          *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.

       </TABLE>

                                                           F-64
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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, 2000 is
           reconciled as follows:

                                                     Total           Series 7
Series 9         Series 10

                                                ----------------
----------------  ----------------  ---------------
<S>                                             <C>               <C>
<C>               <C>
           Net loss for financial reporting
                purposes, March 31, 2000         $   (8,607,586)   $
(396,634)   $   (2,174,379)   $    (776,221)

           Operating limited partnership
                rents received in advance                13,222
380              (957)           1,051

           Partnership management fees not
                recognized for tax purposes           2,509,932
113,148           575,784          355,512


           Other                                        119,001
237,110           139,223         (247,084)

           Operating limited partnership
                loss  not  allowed  for
                financial reporting
                under equity
                method of accounting                 (4,994,473)
(441,358)       (1,352,460)        (586,411)

           Impairment loss in investment in
                operating limited partnership               -                 -
-                -

           Excess of tax depreciation over
                book depreciation on
                operating limited partnership
                assets                               (2,255,516)
(324,971)         (351,493)        (183,982)

           Loss on disposal of investment in
                operating limited partnership               -                 -
-                -

           Difference due to fiscal year for
                book purposes and calendar

                year for tax purposes                    10,158
(443)           (2,664)           1,838
                                                ----------------
----------------  ----------------  ---------------
           Income (loss) for tax return
                purposes, December 31, 1999     $  (13,205,262)   $
(812,768)   $   (3,166,946)   $  (1,435,297)
                                                ================
================  ================  ===============

       </TABLE>

                                                           F-65

<PAGE>

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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, 2000 is
           reconciled as follows:

                                                                   Series 11
Series 12         Series 14
                                                                ----------------
----------------  ----------------
<S>                                                             <C>
<C>               <C>
           Net loss for financial reporting purposes,
                March 31, 2000                                   $     (962,203)
$   (1,426,828)   $   (2,871,321)

           Operating limited partnership rents received in
                advance                                                     -
5,206             7,542

           Partnership management fees not recognized
                for tax purposes                                        325,680
383,268           756,540


           Other                                                        162,143
(86,345)          (86,046)

           Operating limited partnership loss not allowed
                for financial reporting under equity method
                of accounting                                          (864,736)
(585,709)       (1,163,799)

           Impairment loss in investment in operating
                limited partnership                                         -
-                 -

           Excess of tax depreciation over book depreciation
                on operating limited partnership assets                (179,775)
(349,598)         (865,697)

           Loss on disposal of investment in operating
                limited partnership                                         -
-                 -

           Difference due to fiscal year for book purposes
                and calendar year for tax purposes                         (739)
2,642             9,524
                                                                ----------------
----------------  ----------------
           Income (loss) for tax return purposes,
                December 31, 1999                               $   (1,519,630)
$   (2,057,364)   $   (4,213,257)
                                                               ================
================  ================
       </TABLE>

                                                           F-66
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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:

                                                     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-67

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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:

                                                                   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-68

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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:

                                                     Total           Series 7
Series 9         Series 10
                                                ----------------
----------------  ----------------  ---------------
<S>                                             <C>               <C>
<C>               <C>
           Net 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
                                                ----------------
----------------  ----------------  ---------------
           Income (loss) for tax return
                purposes, December 31, 1997     $  (14,960,215)   $
(817,436)   $   (3,240,822)   $  (1,686,875)
                                                ================
================  ================  ===============
       </TABLE>

                                                           F-69
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                         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:
                                                                   Series 11
Series 12         Series 14
                                                                ----------------
----------------  ----------------
<S>                                                             <C>
<C>               <C>
           Net 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
                                                                ----------------
----------------  ----------------
           Income (loss) for tax return purposes,
                December 31, 1997                               $   (1,897,226)
$   (2,420,134)   $   (4,897,722)
                                                                ================
================  ================
       </TABLE>
                                                           F-70
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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, 2000, the
           differences are as follows:

                                                     Total           Series 7
Series 9         Series 10
                                                ----------------
----------------  ----------------  ---------------
<S>                                             <C>               <C>
<C>               <C>
           Investment in operating limited
                partnerships - tax return
                December 31, 1999               $    27,576,669   $
2,026,937   $     1,807,385   $    4,107,094

           Add back losses not recognized
                under the equity method              18,726,465
3,614,255         5,278,123        2,282,383


           Historic tax credits                       5,105,527
1,819,802           240,250              -

           Impairment loss in investment in
               operating limited partnerships        (5,239,726)
(255,418)       (1,134,799)        (776,692)

           Less share of loss - three months
                ended March 31, 2000                   (338,384)
(125,066)              -                -

          Impairment loss not recognized
                for tax purposes                     (6,953,234)
(2,873,020)       (1,031,360)             -

           Other                                      7,759,556
(3,502,370)        2,332,135        1,272,332
                                                ----------------
----------------  ----------------  ---------------
           Investment in operating limited
                partnerships - as reported,
                March 31, 2000                  $    46,636,873   $
705,120   $     7,491,734   $    6,885,117
                                                ================
================  ================  ===============

       </TABLE>

                                                           F-71

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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                         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, 2000, the differences
           are as follows:

                                                                    Series 11
Series 12         Series 14

----------------  ----------------  ----------------
<S>                                                              <C>
<C>               <C>
           Investment in operating limited partnerships - tax
                return December 31, 1999                         $     4,741,480
$     4,980,622   $     9,913,151

           Add back losses not recognized under the equity
                method                                                 2,650,051
1,808,561         3,093,092


           Historic tax credits                                        1,281,688
-           1,763,787

           Impairment loss in investment in operating limited
                partnerships
(721,702)         (613,706)       (1,737,409)

           Less share of loss - three months ended
                March 31, 2000
(84,701)         (128,617)              -


           Impairment loss not recognized for tax purposes                   -
-          (3,048,854)

          Other                                                         231,067
2,249,528         5,176,864

----------------  ----------------  ----------------
           Investment in operating limited partnerships - as
                reported, March 31, 2000                         $     8,097,883
$     8,296,388   $    15,160,631

================  ================  ================

       </TABLE>

                                                           F-72
<PAGE>
<TABLE>
                                   Boston Capital Tax Credit Fund II Limited
Partnership
                                              Series 7, 9 through 12, and 14

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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:

                                                     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
           partnerships                              (5,239,726)
(255,418)       (1,134,799)        (776,692)

           Less share of loss - three months
                ended March 31, 1999                   (338,384)
(125,066)              -                -

           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-73


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

                                         NOTES TO FINANCIAL STATEMENTS -
CONTINUED

                                               March 31, 2000, 1999 and 1998

       NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
                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:

                                                                    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

           Impairment loss in investment in operating limited
                partnerships
(721,702)         (613,706)       (1,737,409)

           Less share of loss - three months ended
                March 31, 1999
(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-74
<PAGE>
            Boston Capital Tax Credit Fund II Limited Partnership
                       Series 7, 9 through 12, and 14

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        March 31, 2000, 1999 and 1998

  NOTE E - CASH EQUIVALENTS

  Cash    equivalents  of $898,218 and $527,993 as of March 31, 2000 and 1999,
  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, 2000 and 1999 consist of advance installments
  of  capital  contributions  and/or    advances  made  to  operating  limited
  partnerships  of  $543,584.    The  notes 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,  2000  and 1999 consist of
  certificates  of  deposit  totaling $611,093 and  $1,062,515,  respectively.
  The  certificates of deposit relating to each year mature within the next 12
  months  with  interest rates ranging from 4.80% to 5.65% per annum. Proceeds
  from  redemptions  of  investments during the year ended March 31, 2000 were
  $501,691.

  NOTE H - CONTINGENCY

  Woodfield   Commons,  an  operating  limited partnership, is in receipt of a
  60-Day  letter  issued by the IRS stating that the operating partnership has
  not met certain  IRC Section 42 requirements.  The finding was the result of
  an IRS audit of the operating partnership's  tenant files.   The   IRS   has
  proposed an adjustment that  would  disallow  the operating 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-75



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

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

We conducted our audits in accordance with generally accepted
auditing standards 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 December31, 1999 and
1998, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 21, 2000 on our consideration of
Deer Hill II Limited Partnership's internal control over
financial reporting and on our tests of its compliance with
certain provisions of laws, regulations contracts and grants




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


I have audited the accompanying balance sheets of the King City
Elderly Housing Associates (a California Limited Partnership) as
of December 31, 1999 and 1998, 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 audit.

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 the
King City Elderly Housing Associates (a California Limited
Partnership) as of December 31, 1999 and 1998, 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.

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 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 my opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.




To the partners
Metropole Apartments Associates, Ltd.
Boston, Massachusetts


We have audited the accompanying Balance Sheets of Metropole
Apartments Associates, Ltd.  (a Florida Limited partnership), as
of December 31, 1999 and 1998, and the related Statements of
Operations, Partners' Equity and Cash Flows for the years then
ended.  These financial statements are the responsibility of the
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, 1999
and 1998, 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, in our opinion,
is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.





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 December31, 1999 and 1998,
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 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,
1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of 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 31, 2000 on our consideration of
Oakview Limited's internal control structure and a report dated
January 31, 2000 on its compliance with laws and regulations.




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

We have audited the accompanying balance sheets of Westwood
Square Limited Partnership as of December 31, 1999 and 1998, 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 December31, 1999 and
1998, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 21, 2000 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.





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, 1999 and 1998 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, 1999 and 1998 and the results of its operations, its
partners' equity (deficit) and its cash flows for the years then
ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued our report dated January 20, 2000 on our consideration of
Beaver Brook Housing Associates' internal control over financial
reporting and our tests of its compliance with laws and
regulations.



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 December31, 1999
and 1998, 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 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 31,1999 and 1998, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits 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 Standard, we have also
issued a report dated January 31, 2000 on our consideration of
Brooklyn Limited's internal control structure and a report dated
January 31, 2000 on its compliance with laws and regulations.




To the Partners
Corinth Housing Redevelopment Company

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

We conducted our audits in accordance with generally accepted
auditing standards 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 Corinth Housing Redevelopment Company as of December 31,1999
and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 2000, on our consideration of
the Corinth Housing Redevelopment Company's internal control
structure and its compliance with laws and regulations.




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 #26-078-382856293 as of December 31, 1999
and 1998 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 December31, 1999
and 1998, and its operations, 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 26, 2000, on our consideration of
Fawn River Apartment Company Limited Partnership d/b/a Fawn River

Apartments Project ~26-078-382856293 internal control and a
report dated January 26, 2000, on its compliance with laws and
regulations applicable to the financial statements.


To the Partners
Fountain Green Apartments1 Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Fountain Green
Apartments, Ltd., USDA, Rural Development Project No: 09-46-
592948719, as of December 31, 1999 and 1998, and the related
statements of operations1 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 Fountain Green Apartments, Ltd., as of December 31, 1999 and
1998, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

Our audits 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.



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
31, 1999 and 1998, and the related statements of income,
partners' equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the 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 3 1, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.





To the Partners
Greenwich Housing Redevelopment Company

We have audited the accompanying balance sheets of Greenwich
Housing Redevelopment Company as of December 31, 1999 and 1998,
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 Greenwich Housing Redevelopment Company as of December 31,1999
and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 2000, on our consideration of
Greenwich Housing Redevelopment Company's internal control
structure and it's compliance with laws and regulations.



To the Partners
Grifton Housing Associates
Charlotte, North Carolina


We have audited the accompanying balance sheets of Grifton
Housing Associates (a North Carolina limited partnership) as of
December 31, 1999 and 1998, and the related statements of
operations, partners' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

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

In accordance with Government Auditing Standards, we have also
issued our report dated January 31, 2000, 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 audits were 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
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.





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, 1999 and 1998, 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 audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, 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 December31, 1999 and 1998
and the results of its operations and its cash flows for the
years then ended in conform iry with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued our report dated February 11,2000 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 ~ pages 9 to 14 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. The information on page
15, which is of a nonaccounting nature, has not been subjected to
the auditing procedures applied in the audit of the basic
financial statements, and we express no opinion on it.





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

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

We conducted our audits in accordance with generally accepted
auditing standards 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 31,1999 and 1998,
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 11, 2000, 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.



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


I have audited the accompanying balance sheets of Maywood
Associates  (A California Limited partnership), USDA Rural
Development Case No.  04-052-680184284, as of December 3), 1999
and 1998, 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
Maywood Associates    (A California Limited Partnership) as of
December 31, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also
issued a report dated March 23, 2000 on my consideration of
Maywood Associates' internal control structure and a report dated
March 23, 2000 on its compliance with laws and regulations.

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


We have audited the accompanying balance sheet of Pedcor
Investments - 1989 - VIII, L.P.  (an Indiana Limited partnership)
as of December 31, 1999, 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  - VIII,  L.P.  as of December 31,
1999,  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 21, 2000, on our consideration of
the Partnership's internal controls and a report dated January
21, 2000, 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.


To the Partners of
Quail Hollow Associates
(A North Carolina Limited partnership)


We have audited the accompanying balance sheets of Quail Hollow
Associates  (a North Carolina Limited Partnership) as of December
31, 1999 and 1998, and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the
years then ended. These financial statements are the
responsibility of the Partnership's management.   Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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 Associates as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 28, 2000, on our consideration of
the Partnership's internal controls and a report dated January
28, 2000, 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 audits of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation co the financial statements taken
as a whole.

This report is intended solely for the information of the
Partners, management of Quail Hollow Associates and for filing
with RD and should not be used for any other purpose.


To the Partners
Raitt Street Apartments, A California Limited Partnership
(714) 437-1025 FAX (714) 957-1678


I have audited the accompanying balance sheets of Raitt Street
Apartments, A California Limited Partnership, as of December
31,1999 and 1998, and the related statements of operations,
partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's
management. 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 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, 1999 and 1998, 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.

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 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.



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,
1999 and 1998, 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 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 South Paris Heights Associates (A Limited Partnership) at
December 31, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 7, 2000 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
1930-8, including the related supplement, and Column 2 (Actual),
Parts 1,11 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, TI and III of
Form RD 1930-7, and, accordingly, express no opinion thereon.

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, 1999 and the related statements of operations, partners'
capital, and cash flows for the year then ended.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our 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 Springfield Housing Associates, L.P., (a limited partnership)
as of December 31, 1999, and the results of its operations and
its cash flows for the year then ended in conformity with
generally accepted accounting principles.

To the Partners
Tappahannock Greens Limited Partnership

I have audited the accompanying balance sheets of Tappahannock
Greens Limited Partnerships of December31, 1999 and 1998, and the
related statements of operations, partners' equity and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management. 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 3l, 1999
and 1998, 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.

In accordance with Government Auditing Standards, I have also
issued my report dated March 10, 2000 on my consideration of
Tappahannock Greens Limited Partnership's internal control over
financial reporting and on my tests of its compliance with
certain provisions of laws and regulations.



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


We have audited the accompanying balance sheets of Village Oaks
Apartments, II, Ltd., USDA, Rural Development Project No: 09-061-
0592884971, as of December 31, 1999 and 1998, and the related
statements of operations, partners' deficit and cash flows for
the years then ended. These financial statements are the
responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

Our audits 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.


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 Partnership1s 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.


To the Partners
Wilmington Housing Redevelopment Company

We have audited the accompanying balance sheets of Wilmington
Housing Redevelopment Company as of December 31, 1999 and 1998,
and the related statements of operations, partners' deficit, and
cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on 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 audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes 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
31,1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 2000, on our consideration of
Wilmington Housing Redevelopment Company's internal control
structure and its compliance with laws and regulations.


To the Partners
Housing Investors, Athens II, LTD.
Decatur, Alabama

We have audited the accompanying balance sheet of Housing
Investors Athens II, Ltd. (a partnership) as of December 31, 1999
and 1998, and the related statements of operations, partners'
capital, and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our 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 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 31,1999 and
1998, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 8, 2000 on our consideration of
the Housing Investors Athens II, Ltd.'s internal control and
tests of its compliance with certain provisions of laws,
regulations, contracts and grants.

As discussed in Note 11 to the financial statements the
partnership changed its method of computing depreciation for
financial statement purposes in order to conform to generally
accepted accounting principles.




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, 1999 and 1998, 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 examining1 on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  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,
1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

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, 1999 and 1998, on
pages  12  and  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 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.


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, 1999, 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, 1999, 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 21, 2000, on our consideration of
the Partnership's internal controls and a report dated January
21, 2000, 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.




To the Partners of South Farm Limited Partnership
(A Rhode Island Limited Partnership)


We have audited the accompanying balance sheets of South Farm
Limited Partnership (A Rhode Island Limited Partnership), FHA
Project Number RI43-H023-065, as of March 31, 2000 and 1999, and
the related statements of profit and loss, 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 South Farm Limited Partnership (A Rhode Island Limited
Partnership), FHA Project Number R143-H023-065, as of March 31,
2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated May 10, 2000 on our consideration of
internal controls over financial reporting of South Farm Limited
Partnership (A Rhode Island Limited Partnership) and on our tests
of its compliance with certain provisions of laws and
regulations.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information included on pages 18 - 28 is presented for purposes
of additional analysis and is not a required part of the basic
financial statements of the Partnership, but is supplementary
information required by the Rhode Island Housing and Mortgage
Finance Corporation (RIHMFC). Such information has been subjected
to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.




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

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

In accordance with Government Auditing Standards, we have also
issued a report dated January 21, 2000 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.





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, 1999 and 1998, and the related
statements of operations partners' capital and cash flows for the
years then ended. These financial statements are the
responsibility of the partnership's management. 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, 1999 and 1998, 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.




To the Partners
Buckeye Senior, Ltd.
and USDA Rural Development

We have audited the accompanying balance sheets of Buckeye
Senior, Ltd. (a limited partnership) as of December 31, 1999 and
1998, 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 31,1999 and 1998, 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 13, 2000, 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.





To the Partners of
Copper Creek, L.P.

I have audited the accompanying balance sheets of Copper Creek.
L.P. as of December 31, 1999 and 1998, and the related statements
of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of
the partnership1s 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
si2nificant 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, 1999 and 1998, 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 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.


To the Partners
Coronado Housing Limited Partnership

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

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits 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, 1999
and 1998 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.




To the Partners
Hilltop Apartments Limited Partnership
and USDA Rural Development

We have audited the accompanying balance sheet of Hilltop
Apartments Limited Partnership as of December 31, 1999, and the
related statements of operations, partners' deficit and cash
flows for the year then ended.  These financial statements are
the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audit. The financial statements Hilltop
Apartments Limited Partnership as of December 31, 1998, were
audited by another auditor whose report dated March 3, 1999,
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 Hilltop Apartments, Limited Partnership as of December
31,1999, and the results of its operations and the changes in
partners' 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 26, 2000, on our consideration of
Hilltop 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 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 Hilltop Apartments, Limited Partnership.  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.






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, 1999 and 1998, 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, 1999 and
1998, 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.





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,
1999 and 1998, and the related statements of operations,
partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our 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 December31, 1999 and 1998,
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 pages 13-14 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.


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, 1999 and 1998, and the related Statements of
Operations, Partners' Equity and Cash Flows for the years then
ended.  These financial statements are the responsibility of the
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 all material
respects, the financial position of Partnership as of December
31, 1999 and 1998, operations, the changes in partners' equity
and cash ended in conformity with generally accepted accounting
to above present fairly, in London Arms/Lyn Mar Limited and the
results of its flows for the years then 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.



To the Partners of
Sierra Springs, L.P.

I have audited the accompanying balance sheets of Sierra Springs,
L.P. as of December 31, 1999 and 1998, and the related statements
of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of
the partnership's management. 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, 1999 and 1998, 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.


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

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

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

In accordance with Government Auditing Standards, we have also
issued our report dated March 17, 2000 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 17 through 25 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 (USDA Form RD 1930-7) for year
ended December 31, 1999, 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.


To the Partners
Wildridge Apartments, Ltd. Panama City, Florida

We have audited the accompanying balance sheets of Wildridge
Apartments, Ltd., USDA, Rural Development Project No: 11-51-
592863964, as of December 31,  1999 and 1998,  and the related
statements of operations1 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, 1999 and 1998,
and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

Our audits 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.


To the Partners
Brandywood Limited Partnership
Madison, Wisconsin


We have audited the balance sheets of Brandywood Limited
Partnership WHEDA Project No. 011/001136 as of December 31, 1999
and 1998, 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 Brandywood Limited Partnership as of December 31,1999 and
1998, 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.



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
31, 1999, 1998, and 1997, 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 December31, 1999, 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.

In accordance with Government Auditing Standards, we have also
issued a report dated March 3, 2000, 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.


To the Partners of
Bucksport Park Associates
(A Maine Limited Partnership)


We have audited the accompanying balance sheets of Bucksport Park
Associates (a Maine Limited Partnership) as of December 31, 1999
and 1998, and the related statements of operations1 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 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, 1999 and 1998,
and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles

In accordance with Government Auditing Standards, we have also
issued a report dated March 2, 2000, on our consideration of the
Partnership's internal controls and a report dated March 2, 2000,
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 audits of the  basic
financial statements  and,  in our opinion,  is  fairly stated
in all material respects in relation to the financial statements
taken as a whole.



To the Partners of
Cananche Creek, L.P.

I have audited the accompanying balance sheets of Cananche Creek.
L.P., as of December 31, 1999 and 1998, 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. NW
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 31,1999 and 1998, 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.


To the Partners of
Clymer House Associates
(A Pennsylvania Limited partnership)



We have audited the accompanying balance sheets of Clymer House
Associates (a Pennsylvania Limited partnership) as of December
31, 1999 and 1998, and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the
years then ended. These financial statements are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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 Clymer House Associates as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles

In accordance with Government Auditing Standards, we have also
issued a report dated March 2, 2000, on our consideration of the
Partnership's internal controls and a report dated March 2, 2000,
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 audits of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken
as a whole.


To the Partners of
Cornish Park Associates
(A Maine Limited Partnership)



We have audited the accompanying balance sheets of Cornish Park
Associates  (a Maine Limited Partnership) as of December 31, 1999
and 1998, and the related statements of operations, changes in
partners' equity  (deficit), and cash flows for the years then
ended.  These financial statements are the responsibility of the
Partnership's management.   Our responsibility is to express an
opinion on these financial statements based on our audits

We conducted our audits in accordance with generally accepted
auditing standards 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 Cornish Park Associates as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated March 2, 2000, on our consideration of the
Partnership's internal controls and a report dated March 2, 2000,
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 audits of the basic
financial statements  and,  in our opinion, is fairly stated  in
all  material respects in relation to the financial statements
taken as a whole.



To the Partners
Franklin II Limited Partnership

I have audited the accompanying balance sheet of Franklin II
Limited Partnership, RHS Project No.: 55-009-541462949, as of
December 31, 1999 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 Franklin II Limited Partnership as of December 31, 1998 were
audited by other auditors whose report on those financial
statements, dated February 20, 1999, expressed an unqualified
opinion on those 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
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made 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
Franklin II Limited Partnership, RHS Project No.: 55-009-
541462949, as of December 31, 1999, and the results of its
operations, the changes in partners' deficit 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 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 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 January 14, 2000 on my consideration of
Franklin II Limited Partnership's internal control and its
compliance with laws and regulations applicable to the financial
statements.



To the Partners
Hunters Park Limited Partnership

We have audited the accompanying balance sheets of Hunters Park
Limited Partnership as of December 31, 1999 and 1998, and the
related statements of operations, partners' equity, and cash
flows for the years then ended. These financial statements are
the responsibility of 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, 1999 and
1998, 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.

In accordance with Government Auditing Standards, we have also
issued our report dated January 19, 2000 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 12, 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.


To the Partners
Lakeridge Apartments of Eufaula, Ltd.
Panama City, Florida


We have audited the accompanying balance sheets of Lakeridge
Apartments of Eufaula, Ltd., USDA, Rural Development Project No:
01-0030592933800, as of December 31, 1999 and 1998, and the
related statements of operations, partners' deficit and cash
flows for the years then ended.     These financial statements
are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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.  A audit includes examining, on a test
basis,' evidence supporting the amounts and disclosures in the
financial statements.   An audit also includes 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, 1999
and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

Our audits 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.


To the Partners
Los Caballos II, Ltd.
and USDA Rural Development

We have audited the accompanying balance sheets of Los Caballos
II, Ltd. (a limited partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' equity
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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 31,1999 and 1998, 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, 2000, 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.



To the Partners of
Nanty Glo House Associates
(A Pennsylvania Limited Partnership)


We have audited the accompanying balance sheets of Nanty Glo
House Associates  (a Pennsylvania Limited Partnership) as of
December 31, 1999 and 1998, and the related statements of
operations, changes in partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management.   Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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 Nanty Glo House Associates as of December 31. 1999 and 1998,
and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated March 2, 2000, on our consideration of the
Partnership's internal controls and a report dated March 2, 2000,
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 audits of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken
as a whole.


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, 1999
and 1998, 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, 1999 and 1998, and the results of its operations and
its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also
issued a report dated March 23, 2000 on my consideration of Nye
County Associates' internal control structure and a report dated
March 23, 2000 on its compliance with laws and regulations.


The Partners
Scott City Associates III, L.P.
Scott City, Missouri

We have audited the accompanying balance sheets of Scott City
Associates Ill, L.P. (a limited partnership) as of December 31,
1999 and 1998, and the related statements of operations,
partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our 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 Scoff City Associates HI, L.P. as of December 31, 1999 and
1998, 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.


To the Partners of
Shawnee Ridge, L.P.

I have audited the accompanying balance sheets of Shawnee Ridge,
L.P. as of December 3 1, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for
the years then ended. These financial statements are the
responsibility of the partnership's management. 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 31,1999 and 1998, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting
principles.

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 1-16 and 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.

To the Partners
Union Baptist Plaza, Limited Partnership
Boston, Massachusetts


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

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a te5t basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes 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 p
resent fairly, in all material respects, the financial position
of Union Baptist Plaza, Limited Partnership as of December 31,
1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.


To the Partners
Villas of Lakeridge, Ltd.
Panama City, Florida

We have audited the accompanying balance sheets of Villas of
Lakeridge, Ltd., USDA, Rural Development Project No: 01-
0030592930819, as of December 31, 1999 and 1998, and the related
statements of operations, partners' deficit and cash flows for
the years  then  ended.     These financial statements are the
responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

Our audits 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.



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


We conducted our audits in accordance with generally accepted
auditing standards 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, 1999 and 1998, 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 1, 2000 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 12 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.




To the Partners
Amherst Limited Partnership

I have audited the accompanying balance sheet of Amherst Limited
Partnership, RHS Project No.: 54-007-541486870, as of December
3l, 1999 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 Amherst Limited Partnership as of December 31, 1998 were
audited by other auditors whose report on those financial
statements, dated February 20, 1999, expressed an unqualified
opinion on those 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
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made 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
Amherst Limited Partnership, RHS Project No.: 54-007-541486870,
as of December 31, 1999, 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.

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 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 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 January 14, 2000 on my consideration of
Amherst Limited Partnership's internal control and its compliance
with laws and regulations applicable to the financial statements.


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, 1999 and 1998, 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 the standards applicable to financial
audits contained in Government Auditing Standards issued by the
Comptroller General of the United States.  Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Beckwood Manor Six Limited Partnership as of December 31, 1999
and 1998, 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 2, 2000 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.


To the Partners of
Bethel Park Associates
(A Maine Limited Partnership)



We have audited the accompanying balance sheets  of  Bethel  Park
Associates  (a Maine Limited Partnership)  as of December 31,
1999 and 1998,  and  the  related  statements  of  operations,
changes  in partners' equity  (deficit),  and cash flows for the
years then ended.   These financial statements are the
responsibility of the Partnership's management.   Our
responsibility is to express an opinion on these financial
statements based on our audits

We conducted our audits in accordance with generally accepted
auditing standards 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 Bethel Park Associates as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles

In accordance with Government Auditing Standards, we have also
issued a report dated March 2, 2000, on our consideration of the
Partnership's internal controls and a report dated March 2, 2000,
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  audits
of  the  basic  financial statements  and,  in our opinion,  is
fairly stated  in  all  material respects in relation to the
financial statements taken as a whole.


To the Partners
Brantwood Lane Limited Partnership
Charlotte, North Carolina


We have audited the accompanying balance sheets of Brantwood Lane
Limited Partnership (a Georgia limited partnership) as of
December 31, 1999 and 1998, 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 the standards applicable to financial
audits contained in Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

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

In accordance with Government Auditing Standards, we have also
issued our report dated January 31, 2000, 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 audits were 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
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.


To The Partners
Breckenridge Apartments, Limited Partnership


We have audited the accompanying balance sheets of Breckenridge
Apartments, Limited Partnership as of December 31, 1999 and 1998,
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, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 16, 2000 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.


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, 1999 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, 1999
and the results of its operations and cash flows for the year
then ended, in conformity with generally accepted accounting
principles.



To the Partners
Carriage Run Limited Partnership

I have audited the accompanying balance sheets of Carriage Run
Limited Partnership, as of December 31, 1999 and 1998 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, 1999 and
1998 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 10, 2000 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.



To the Partners
Cedarwood Apartments Limited Partnership
Raleigh, North Carolina

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

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

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

In accordance with Government Auditing Standards, we have also
issued our report dated January 21, 2000 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.




To the Partners of
Chaparral Associates:

I have audited the balance sheets of Chaparral Associates, a
Limited Partnership (the "Partnership") as of December 31, 1999
and 1998, and the related statements of operations, partners'
capital, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  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, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also
issued my reports dated February 14, 2000 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.



To the Partners
College Greene Rental Associates, L.P.



We have audited the accompanying balance sheet of College Greene
Rental Associates, L.P. (a Limited Partnership) as of December
31, 1999 and 1998, and the related statements of operations,
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. 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 College Greene Rental Associates, L.P. as of December 31, 1999
and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.



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, 1999 and
1998, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our 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,
1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 16, 2000 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.



To the Partners
Franklin Vista lll, Ltd.
and USDA Rural Developement

We have audited the accompanying balance sheets of Franklin Vista
lll, Ltd. (a limited partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' equity
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards 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 Ill, Ltd. as of December 31,1999 and 1998, 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, 2000, on our consideration of
Franklin Vista Ill, 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 Ill, 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.


To the Partners,
Friendship Village Limited Partnership
Bethesda, Maryland


We have audited the accompanying balance sheets of Friendship
Village Limited Partnership as of December31, 1999 and 1998, 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 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 A2riculture, 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, 1999
and 1998, 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 25, 2000 on our consideration
of Friendship Village Limited Partnership's internal control and
on its compliance with laws and regulations.



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

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

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.

In accordance with Government Auditing Standards, we have also
issued a report dated February 14, 2000 on our consideration of
HUGHES SPRINGS SENIORS APARTMENTS, LTD.'s internal control and a
report dated February 14, 2000 on its compliance with laws and
regulations applicable to the financial statements.



To the Partners
La Gema Del Barrio, A California Limited Partnership




I have audited the accompanying balance sheets of La Gema Del
Barrio, A California Limited Partnership, as of December 31, 1999
and 1998, and the related statements of operations, partners'
equity, and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's
management.  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 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 31,1999 and 1998, 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.

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 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.


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, 1999 and 1998, 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, 1999 and 1998, 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 11, 2000, on our consideration of
the Partnership's internal controls and on its compliance with
laws and regulations.



To the Partners
Montague Place Limited Partnership
Lansing, Michigan


We have audited the accompanying balance sheets of Montague Place
Limited Partnership as of December 31,1999 and 1998, 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, 1999 and
1998, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 19, 2000 on our consideration of
the Partnership's internal control over financial reporting and
on our tests of its compliance with certain provisions of laws,
regulations, contracts, and grants.


To the Partners of
Navapai Associates:

I have audited the balance sheets of Navapai Associates, a
Limited Partnership (the "partnership") as of December 31, 1999
and 1998, and the related statements of operations, partners'
capital, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's
management.  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, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also
issued my reports dated February 14, 2000 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.



To the Partners
One Northridge Limited Partnership


We have audited the accompanying balance sheet of One Northridge
Limited Partnership as of December 31, 1999, and the related
statements of operations, partners' equity, and cash flows for
the year then ended. These financial statements are the
responsibility of the Partnership's management.  My
responsibility is to express an opinion on these financial
statements based on my audits.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
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 One Northridge Limited Partnership as of December 31, 1999,
and the results of its operations, the changes in partners'
equity, and its cash flows for the year then ended, in conformity
with generally accepted accounting principles.


To the Partners
Pine Ridge Elderly Apartments Limited Partnership
Raleigh, North Carolina

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

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the 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 Pine Ridge Elderly Apartments Limited Partnership as of
December 31, 1999 and 1998 and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were 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.



To the Partners of
Pittsfield Park Associates
(A Maine Limited Partnership)


We have audited the accompanying balance sheets of Pittsfield
Park Associates (a Maine Limited Partnership) as of December 21,
1999 and 1998, and the related statements of operations1 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 Pittsfield Park Associates as of December 21, 1999 and 1998,
and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.


In accordance with Government Auditing Standards, we have also
issued a report dated March 2, 2000, on our consideration of the
Partnership's internal controls and a report dated March 2, 2000,
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 audits of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken
as a whole.


To the Partners
Schroon Lake Housing Redevelopment Company

We have audited the accompanying balance sheets of Schroon Lake
Housing Redevelopment Company as of December 31, 1999 and 1998,
and the related statements of operations, partners' equity, and
cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on 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 audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes 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,
1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 2000, on our consideration of
Schroon Lake Housing Redevelopment Company's internal control
structure and its compliance with laws and regulations.



To the Partners
Stanardsville Village Limited Partnership
RHS No.5448-541523939
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 31,1999 and 1998, 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.5448-
541523939 as of December 31,1999 and 1998, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits 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.


To the Partners of
Tyrone House Associates
(A Pennsylvania Limited Partnership)


We have audited the accompanying balance sheets of Tyrone House
Associates (a Pennsylvania Limited Partnership) as of December
31, 1999 and 1998, and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the
years then ended. These financial statements are the
responsibility of the Partnership's management.   Our
responsibility is to express an opinion on these financial
statements based on our audits

We conducted our audits in accordance with generally accepted
auditing standards 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 Tyrone House Associates as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated March 2, 2000, on our consideration of the
Partnership's internal controls and a report dated March 2, 2000,
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 audits of the
basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements
taken as a whole.


To the Partners of
Village Terrace Limited Partnership
(A North Carolina Limited Partnership)


We have audited the accompanying balance sheets of Village
Terrace Limited Partnership  (a North Carolina Limited
Partnership) as of December 31, 1999 and 1998, and the related
statements of operations, changes in partners' equity (deficit)
and cash flows for the years then ended.    These financial
statements are the responsibility of the Partnership1s
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, 1999
and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

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 audits of the
basic financial statements and, in our opinion, is  fairly stated
in all material respects in relation to the financial statements
taken as a whole.



To the Partners
Victoria Limited Partnership

I have audited the accompanying balance sheets of Victoria
Limited Partnership as of December 31, 1999 and 1998 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 31, 1999 and 1998
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 10, 2000 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.



To the Partners
Woodfield Commons Limited Partnership

We have audited the accompanying balance sheets of Woodfield
Commons Limited Partnership as of December 3 1, 1999 and 1998,
and the related statements of operations, partners' equity, and
cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits 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, 1999
and 1998, and the results of its operations, changes in partners'
equity, and cash flows for the years then ended in conformity
with generally accepted accounting principles.

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.

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



















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)

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

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.





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
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

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

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
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


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




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, 1998Dauby 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

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


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



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

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



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








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



















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







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








































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













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


















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





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








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












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














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








<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,
2000

                                         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     1,614,057    65,961  4,818,466     95,763     65,961
4,914,229    4,980,190   1,535,744  12/89  12/89       34

Briarwood
Apts LP      621,268    44,500    747,246     26,691     44,500
773,937      818,437     319,617  12/89  12/89   5-27.5

Buckner
Prop LP      616,717    27,500    771,030     19,189     27,500
790,219      817,719     339,843   3/89  12/89   5-27.5

Creekside  1,086,043    89,016  1,290,616      1,602     89,016
1,292,218    1,381,234     246,117   9/89   6/89   5-27.5

Deer Hill
II LP      1,472,800   103,000  1,424,556    338,656    103,000
1,763,212    1,866,212     704,557   5/89   2/90   5-27.5

Hillandale 3,083,575   601,653  4,198,973  1,823,295    601,653
6,022,268    6,623,921   2,333,475   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     926,176  11/89   6/90     27.5

Lebanon
Prop II LP   571,100     3,000    730,187     12,188      3,000
742,375      745,375     306,922   7/89  12/89   5-27.5
                                                           F-76


                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 7
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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      2,132,388    82,800  2,621,625     51,040     82,800   2,672,665
2,755,465     967,229  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           482,753    15,200    597,465     18,594     15,200     616,059
631,259     254,685   9/89  12/89     27.5

Oakview
LTD        1,122,902    35,280  1,375,820     89,234     35,280   1,465,054
1,500,334     453,267  10/89  12/89       40

Rosenberg
Hotel      1,796,276   452,000  7,434,335 (5,235,152)b  415,000   2,199,183
2,614,183     191,280   1/92   2/90     27.5

Westwood   1,406,569    96,600  1,355,174    368,659     96,660   1,723,833
1,820,493     690,638   7/90   7/90   5-27.5
Winfield
Prop II
LP           607,289    37,000    735,086     12,422     37,000     747,508
784,508     319,284   5/89  12/89   5-27.5
          ----------  -------- ----------  ---------  ---------  ----------   --
--------   ---------
          18,271,825 1,908,510 33,920,149 (5,582,127) 1,791,570  28,338,022
30,129,592   9,588,834
          ========== ========= ==========  =========  =========  ==========
==========   =========
                                                          F-77

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1999.

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, 1999.  The column has been
ommitted for presentation purposes.
</TABLE>




























                                                           F-78



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-79

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-80
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......................................... (1,070,393)
                                                   -----------
                                                              $ (1,070,393)
                                                              ----------
Balance at close of period - 03/31/99........................ $ 30,073,177

Additions during period:
    Acquisitions through foreclosure............  $          0
    Other acquisitions............................           0
    Improvements, etc.............................      56,415
    Other.........................................           0
                                                   -----------
                                                              $     56,415
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................           0
                                                   -----------
                                                              $          0
                                                              ----------
Balance at close of period - 03/31/00........................ $ 30,129,592
                                                    ============














                                   F-81





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

Current year expense................................  $ 956,619
                                                       ---------

Balance at close of period - 3/31/00..........................$ 9,588,834
                                                                 ==========












                                        F-82

<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, 2000

                                            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     42,682     45,972   1,219,763
1,265,735     451,992   5/90   3/90       28

Beaver
Brook      1,179,435   135,070  1,395,155     35,454    135,070   1,430,609
1,565,679     566,847   5/90   4/90     27.5

Big Lake
Seniors      556,763    27,804    732,961          0     27,804     732,961
760,765      84,566   6/95   4/94   5-27.5

Blakely      943,641    50,000  1,159,403    103,239     50,000   1,262,642
1,312,642     456,074   5/90   5/90   5-27.5

Blanco Sr    517,041    40,147    679,816          0     40,147     679,816
719,963      98,184   9/94  12/93     7-40

Blooming-
dale       1,474,075   100,338  1,771,660      8,643    100,338   1,780,303
1,880,641     678,590   3/90   5/90   5-27.5

Breeze-
wood       1,423,709   114,000  1,784,173      4,415    114,000   1,788,588
1,902,588     666,226   5/90   5/90   7-27.5

Brooklyn   1,103,876     9,000  1,416,895     86,190      9,000   1,503,085
1,512,085     436,101   5/90   5/90   5-27.5
                                                          F-83

                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000
                                             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      5,437,465   401,411 10,661,108     197,707    401,411  10,858,815
11,260,226   2,995,868   3/90   3/90       35

Cambridge  1,129,519    99,974  1,381,815       2,550     99,974   1,384,365
1,484,339     533,650   1/90   4/90   7-27.5
Cedar
Rapids     4,355,694   294,600  7,692,319     247,607    294,600   7,939,926
8,234,526   2,888,439   6/90   4/90   7-27.5

Corinth    1,484,127    53,351  1,865,231     118,913     53,351   1,984,144
2,037,495     739,147   2/90   4/90   5-27.5

Cotton Mill
Assoc.     1,471,938    75,000  1,730,384      17,491     75,000   1,747,875
1,822,875     361,556   7/93  10/92   5-27.5

Fawn
River      3,685,744    77,000  4,396,993     497,959     77,000   4,894,952
4,971,952   1,551,157  10/90  10/90     27.5

Fountain
Green        706,203    68,134    880,440       5,125     68,134     885,565
953,699     323,616   5/90   6/90     27.5

Glenwood
Hotel        727,016    25,000  1,128,486      10,400     25,000   1,138,886
1,163,886     422,271   6/90   6/90   7-27.5

Greenwich  1,477,179    85,197  1,862,476     134,749     85,197   1,997,225
2,082,422     714,074   2/90   4/90   5-27.5

Grifton    1,248,219    35,393  1,170,847     367,089     35,393   1,537,936
1,573,329     245,015   2/94   9/93   7-27.5


                                                         F-84
                               Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000
                                             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      3,827,912   233,165  7,304,446    207,023    233,165   7,511,469
7,744,634   1,898,245   1/90   4/90       40

Haines
City       1,433,030   100,000  1,709,218     20,670    100,000   1,729,888
1,829,888     676,699   2/90   4/90     27.5

Hernando   1,480,423    70,000  1,975,766      9,144     70,000   1,984,910
2,054,910     745,555   7/90   6/90     27.5

Hobe
Sound      2,784,269   261,000  3,482,634     29,920    261,000   3,512,554
3,773,554   1,319,068   4/90   4/90     27.5

Immokalee  2,185,696   160,000  2,732,134     14,220    160,000   2,746,354
2,906,354     749,670   5/90   5/90   7-27.5

Kristin
Park       1,386,060   117,179  1,694,459     42,659    117,179   1,737,118
1,854,297     479,255   6/90   3/90     27.5

Le Grande
Enterprise 1,731,452    13,090  2,232,493          0     67,500   2,232,493
2,299,993     308,616  10/93  11/92     5-50

Long-
meadow     1,475,593    95,000  1,765,749     10,040     95,000   1,775,789
1,870,789     450,857   8/90   8/90    10-40

Maywood    1,495,938    53,000  1,961,139     11,725     53,000   1,972,864
2,025,864     716,688   7/90   3/90   5-27.5

Meadow
run          638,001    44,400    784,163      6,398     44,400     790,561
834,961     300,410   5/90   5/90     27.5
                                                          F-85
                               Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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      2,871,827   286,065  4,982,274     66,308    286,065   5,048,582
5,334,647   1,957,367  10/90   9/90   5-27.5

Newfane
Senior       972,902    30,000  1,211,708     16,894     30,000   1,228,602
1,258,602     374,112   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      1,260,817    39,840  1,517,419      6,830     39,840   1,524,249
1,564,089     561,107   9/90   5/90     27.5

Pedcor
Invest.    3,680,786   170,435  6,211,383    330,983    170,435   6,542,366
6,712,801   1,672,348   4/90   3/90     27.5

Pleasanton
Sr           619,327    40,000    813,308          0     40,000     813,308
853,308     158,314   7/93  12/93       40

Polkton
Housing      639,790    25,038    754,785      3,200     25,038     757,985
783,023     248,657  12/93   1/94   5-27.5

Princess
Manor      1,486,944    57,066  1,869,314     12,614     57,066   1,881,928
1,938,994     718,229   8/90   6/90   5-27.5

Princess
Villas     1,485,952    63,104  1,786,927     13,564     63,104   1,800,491
1,863,595     677,409   8/90   6/90   5-27.5
F-86
                                Boston Capital Tax Credit Fund II Limited
Partnership - Series 9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000
                                             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      1,417,817   128,800  1,804,424     (2,060)   128,800   1,802,364
1,931,164     333,112   5/93  12/92   5-27.5

Quail Hollow
RRH        1,464,476   100,000  1,861,652     17,730    100,000   1,879,382
1,979,382     716,055   1/90   5/90     27.5

Quail Hollow
Warsaw     1,399,856    33,500  1,747,578      8,435     33,500   1,756,013
1,789,513     428,400   9/90   7/90     7-40

Rainbow
Gardens    1,211,266    70,000  1,450,989        287     70,000   1,451,276
1,521,276     378,401   6/93  12/92   7-27.5

Raitt
St. Apts.    811,500   270,281  1,221,755          0    270,281   1,221,755
1,492,036     283,218   8/93   5/93   5-27.5

School
St. II       669,174    37,622  1,585,434      5,905     37,622   1,591,339
1,628,961     412,236   6/93   6/93   7-27.5

South
Paris
Housing    1,478,938    65,000  1,853,831   (176,390)   242,301   1,677,441
1,919,742     463,598  10/92  11/92   5-27.5

South-
western    1,421,734    30,000  1,766,094     34,977     30,000   1,801,071
1,831,071     684,436   5/90   5/90   7-27.5


                                                            F-87
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series  9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000


                                             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      3,750,847   775,955   4,177,205  4,944,186    775,955   9,121,391
9,897,346   2,812,194   6/91   6/90   5-27.5

Sunshine   1,466,163   127,000   1,729,289     83,394    117,000   1,812,683
1,929,683     638,857  11/90   9/90   5-27.5

Surry
Village II   771,451    60,000     938,244      2,475     50,718     940,719
991,437     367,870   1/90   5/90   5-27.5

Tappa-
hannock
Green      1,499,808   122,500   1,703,483          0    122,500   1,703,483
1,825,983     409,425   5/94   3/94   5-27.5

Twin
Oaks       1,135,862    53,636   1,397,601       (128)    53,636   1,397,473
1,451,109     525,322   5/90   5/90   5-27.5

Village
Oaks         730,105    42,140     884,614      5,722     42,140     890,336
932,476     335,545   2/90   6/90   5-27.5

Warrens-
burg         789,628    32,000     991,475     13,759     32,000   1,005,234
1,037,234     418,768   4/90   4/90   5-27.5

Westside   2,392,731    25,000   4,022,240    (38,872)a   25,000   3,983,368
4,008,368   1,337,360  12/90   6/90   5-27.5


                                                       F-88
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series  9
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000


                                             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  1,406,569    96,660    1,690,074     29,389    101,030    1,719,463
1,820,493     690,638   7/90   7/90    27.5

Wilming-
ton       1,045,853    75,637    1,293,362     15,802a    75,637    1,309,164
1,384,801     470,806   8/90   8/90    27.5
         ---------- ---------  -----------  ---------  ---------  -----------  -
----------  ----------
         85,964,075 5,821,504  123,065,606  4,357,316  5,958,303  127,422,922
133,381,225  39,932,220
         ========== =========  ===========  =========  =========  ===========
===========  ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1999.
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, 1999.  The column has been
omitted for presentation purposes.







</TABLE>                                               F-89


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-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 -
03/31/95.........................$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-91

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)
                                                   -----------
                                                              $
(990,393)
-----------
Balance at close of period -
03/31/99.........................$133,538,763

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     374,174
    Other.........................................           0
                                                   -----------
                                                              $
374,174
  Deductions during period:
    Cost of real estate sold......................$          0
    Other.........................................    (531,712)
                                                   -----------
                                                              $
(531,712)

-----------
Balance at close of period - 03/31/00.......................
$133,381,225

===========






















                                       F-92






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

Current year expense...............................$4,028,593
                                                    ---------

Balance at close of period -
3/31/00...........................$39,932,220

==========










                                        F-93


<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, 2000
                                             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     578,925    42,000    619,380    258,991     42,000     878,371
920,371     132,851   6/94   9/93   5-27.5

Athens II  1,332,260    75,000  1,642,281     10,324     75,000   1,652,605
1,727,605     399,908   6/90   8/90   5-27.5

Autumn
Lane         731,571    34,094    891,072        382     34,094     891,454
925,548     319,858  11/90   8/89   5-27.5

Baytree      954,277    44,759  1,099,246    114,097     44,759   1,213,343
1,258,102     470,690   7/90  11/88   5-27.5

Benchmark  1,110,989    60,600  1,137,112    203,354     60,600   1,340,466
1,401,066     469,146   7/90  11/88   5-27.5

Brentwood    951,648    64,999  1,163,002     33,261     64,999   1,196,263
1,261,262     285,098  10/90  11/90   5-27.5

Briarwood  1,477,555   154,900  1,898,553   (413,797)   154,900   1,484,756
1,639,656     549,473   8/90   8/90   7-27.5

Butler
Properties   501,550    37,500    376,730    223,430     37,500     600,160
637,660     133,905   2/91  12/90   5-27.5

Candlewick
Place      1,252,798    70,800  1,500,289     70,175     70,800   1,570,464
1,641,264     336,555  10/92  12/92   5-27.5

                                                           F-94


                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000
                                             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   770,316    66,000    955,695     24,660     66,000     980,355
1,046,355     208,248   5/93   5/93     5-40

Centre-
ville Apts.  630,715    63,073    697,069     53,939     16,000     751,008
767,008     342,308   2/90  11/90   5-27.5

Charlton
Court      1,196,869    56,144  1,449,050      3,300     56,144   1,452,350
1,508,494     411,303   1/93  12/92   7-27.5

Chuck-
atuck      1,441,053   128,725  1,731,557     16,773    128,725   1,748,330
1,877,055     483,049  2/90  11/90    12-40

Clover-
leaf I       852,521    54,740    969,048     20,689     54,740     989,737
1,044,477     375,389   4/90  11/90   5-27.5

Clover-
leaf II      871,677    66,488    981,480     22,147     66,488   1,003,627
1,070,115     379,492   4/90  11/90   5-27.5

Connells-
ville      1,363,743    55,440  1,591,799    129,504     55,440   1,721,303
1,776,743     457,883   3/90  11/90   5-27.5

Dallas     1,561,943   230,059  3,408,933   (195,432)*  230,059   3,213,501
3,443,560   1,209,459  10/90  12/91   5-27.5

Ellaville    784,532    45,000    977,293        857     45,000     978,150
1,023,150     378,786   2/90   7/90   5-27.5

Forsyth    1,452,989    55,000  1,894,917     22,456     55,000   1,917,373
1,972,373     678,895   9/90   7/90   7-27.5

                                                           F-95
                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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.      1,046,703   144,065  1,219,436     72,921    144,065   1,292,357
1,436,422    332,739   9/90  11/90   5-27.5

Great
Falls        871,011    38,292  1,053,154      8,183     38,292   1,061,337
1,099,629    383,617  10/90  11/90   5-27.5

Hartway
Properties   910,454    49,000  1,116,507          0     49,000   1,116,507
1,165,507    327,341   6/90   7/90   5-27.5

Hilltop    1,483,150   105,000  1,916,734     51,550    105,000   1,968,284
2,073,284    714,219   7/90   8/90   7-27.5

Ironton
Estates      621,442    29,500    794,461      2,089     29,500     796,550
826,050    247,284   1/93   5/93   5-27.5

Lambert
Square       994,278    41,200  1,243,568     14,781     41,200   1,258,349
1,299,549    233,001  12/92  11/92     5-40

Lawton
Apts.      1,483,135    54,400  1,848,603     27,942     54,400   1,876,545
1,930,945    835,066   6/90  11/90   5-27.5

Longview     869,004    25,000  1,071,946     68,517     25,000   1,140,463
1,165,463    441,857   8/90  11/88   5-27.5

Maidu      2,090,461    56,500  4,890,261    309,590     56,500   5,199,851
5,256,351  1,699,908  12/91   3/91   7-27.5

                                                           F-96

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000
                                             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      1,473,215    75,141  1,789,549      5,344     75,141   1,794,893
1,870,034    686,950   3/90   9/90   5-27.5

Mercer
Apts.        905,757    46,249  1,098,860     58,912     46,249   1,157,772
1,204,021    302,059   8/90  11/90   5-27.5

Morgan-
town         766,794    36,000    930,187          7     36,000     930,194
966,194    221,179  12/90   8/90   5-27.5

Newnan     1,869,739    92,706  4,128,942   (241,003)*   92,706   3,887,939
3,980,645  1,469,745  10/90  12/90   5-27.5


Parkwood   2,966,477   316,667  4,358,381      9,432    316,667   4,367,813
4,684,480  1,513,728   5/91   3/91   5-27.5

Pedcor
Invest-
ments      3,219,830   200,000  4,714,711    619,985    200,000   5,334,696
5,534,696  1,239,384  10/90   7/90   5-27.5

Pinetree
Manor        976,994    30,000  1,210,633      9,393     30,000   1,220,026
1,250,026    223,248   1/93  11/92     7-40

Pineview     958,084   125,000  1,178,400      6,176    125,000   1,184,576
1,309,576    425,266  12/90   9/90   7-27.5


                                                           F-97




                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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      647,143    36,000    806,255      4,946     36,000     811,201
847,201   305,875   7/90   7/90   5-27.5

South
Farm       1,722,597   254,636  3,486,308      7,644    254,636   3,493,952
3,748,588   980,000   7/93   4/93     7-40

Stockton
Estates      513,573    17,500    647,699      1,371     17,500     649,070
666,570   208,706   1/93   2/93   5-27.5

Stratford
Square       749,165    63,000    443,433    455,503     63,000     898,936
961,936   184,593   2/93  10/92     5-40

Summer
Glen       1,478,906   147,225  1,669,056      4,452    147,225   1,673,508
1,820,733   353,786   3/93  11/92     5-40

Washington
Heights      493,954    76,537    974,803     21,820     89,643     996,623
1,086.266   267,314   7/90  11/90   5-27.5

West Des
Moines     2,309,479   437,568  4,154,100    326,530    437,568   4,480,630
4,918,198 1,561,922   7/90   7/90   7-27.5

Wichita
West       1,727,193   110,377  2,920,599     92,991    110,377   3,013,590
3,123,967 1,056,669   7/90   7/90   7-27.5

                                                    F-98



                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 10
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000


                                             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    1,476,595     60,140  1,926,294     13,436     60,140   1,939,730
1,999,870     476,800   11/90  12/90   5-27.5
          ----------  --------- ---------- ----------  --------- -----------  -
---------  ----------
          54,443,064  4,073,024 76,577,386  2,551,622  4,039,057  79,129,008
83,168,065  24,714,552
          ==========  ========= ========== ==========  ========= ===========
==========  ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1999.

* Decrease due to reduction in development fee which reduced the property basis.
**There were no carrying costs as of December 31, 1999.  The column has been
ommitted for
presentation purposes.







</TABLE>

                                                         F-99

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-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 - 03/31/95.........................$
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-101










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

Additions during period:
    Acquisitions through foreclosure..............$          0
    Other acquisitions............................           0
    Improvements, etc.............................     489,722
    Other.........................................           0
                                                   -----------
                                                              $
489,722
  Deductions during period:
    Cost of real estate sold......................$          0
    Other * ......................................           0
                                                   -----------

0

-----------
Balance at close of period - 03/31/00.........................$
83,168,065

===========

 .
















                               F-102



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

  Current year expense................................$2,459,142
                                                       ---------

Balance at close of period -
3/31/00............................$24,714,552

==========












                                          F-103


<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, 2000


                                             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       1,372,495   119,500  1,607,604     22,194    119,500   1,629,798
1,749,298   563,603   2/91   2/91   5-27.5
Aspen
Square     1,828,496   150,413  2,118,648    112,822    150,703   2,231,470
2,382,174   515,953  11/90  11/90    5-27.5

Bridge-
view       1,359,536    50,686  1,586,090     70,937     50,686   1,657,027
1,707,713   672,366  12/89  12/90    5-27.5

Buckeye    1,336,801    93,421  1,584,893     71,729     93,421   1,656,622
1,750,043   442,826   8/90  12/90    5-27.5

Church
Hill         952,362    63,232    663,136    553,962     63,232   1,217,098
1,280,330   280,984   1/91  12/90     7-40

Copper
Creek      1,171,148    77,750  1,410,989     57,602     77,750   1,468,591
1,546,341   341,376   9/90  11/90   5-27.5

Coronado     400,879     9,998  1,499,265     26,794      9,998   1,526,059
1,536,057   537,519   4/91   2/91   5-27.5

Crestwood  4,163,869   360,000 10,649,129    119,556    360,000  10,768,685
11,128,685 3,712,029   7/91   1/91   7-27.5

                                                           F-104

                           Boston Capital Tax Credit Fund II Limited Partnership
- Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000
                                             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.      1,561,943   230,059  3,408,933   (195,432)*  230,059   3,213,501
3,443,560 1,209,459   2/91  12/90   7-27.5

Denmark I    767,778    54,000    915,172      4,167     54,000     919,339
973,339   345,806  11/90  11/90     27.5

Denmark II   813,360    36,000  1,003,547      1,749     36,000   1,005,296
1,041,296   374,740  12/89  11/90   5-27.5

El Dorado
Springs      579,190    22,500    735,245     10,956     17,176     746,201
763,377   296,398   8/90  11/90   5-27.5

Eldon
Estates II   579,542    30,000    690,453     33,805     30,000     724,258
754,258   283,266  11/90  12/90   5-27.5

Eldon
Manor        557,766     7,500    787,399     28,004      7,500     815,403
822,903   320,143  11/90  12/90   5-27.5

Elderly Hsing
of Macon   1,619,963    50,000  1,992,329     26,728     50,000   2,019,057
2,069,057   346,550   4/93   5/93   5-27.5

Eutaw
Elderly    1,618,286    24,000  1,972,439     10,102     24,000   1,982,541
2,006,541   300,962  12/93   5/93     5-50

Farmer-
ville        964,646    57,015  1,195,142     30,885     57,015   1,226,027
1,283,042   269,536   4/91   1/91      N/A

                                                           F-105

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000


                                             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      1,477,997   100,000  1,841,104     23,316    100,000   1,864,420
1,964,420   659,964  12/90  12/90   7-27.5

Franklin
School     1,245,777   112,032  2,528,326  1,996,023    112,032   4,524,349
4,636,381 1,377,940  12/91  10/90     27.5

Harbor
View       1,476,143   143,957  1,802,615      7,406    143,957   1,810,021
1,953,978   668,738   7/90  12/90   7-27.5

Hilltop
Apts.      1,416,065   178,736  1,545,237     37,942    178,736   1,583,179
1,761,915   445,133  11/92   1/93     27.5

Holland
Senior       896,377   27,500  1,096,333      39,866     27,500   1,136,199
1,163,699   424,718   6/90  11/90     27.5

Holly
Senior       914,536    36,882  1,139,044     45,755     36,882   1,184,799
1,221,681   435,242  10/90  11/90     27.5

Ivan
Woods      2,117,706   275,000  4,347,328     29,637    275,000   4,376,965
4,651,965 1,598,182   4/91   2/91   5-27.5

Kaplan
Manor        923,050    66,000  1,106,192     60,418     66,000   1,166,610
1,232,610   273,496  12/90  12/90     7-40
                                                           F-106


                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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     950,842    53,100  1,162,254     29,305     53,100   1,191,559
1,244,659   266,054   5/91   1/91      N/A

Licking
Associates   404,707    14,000    316,889    176,342     14,000     493,231
507,231   150,946   3/92  11/91      N/A

London
Arms       2,660,289    37,500  3,479,332    (22,804)*   37,500   3,456,528
3,494,028 1,138,517  12/90  12/90   5-27.5

Maidu      2,090,462    56,500  4,890,261    309,590     56,500   5,199,851
5,256,351 1,699,908  12/91   3/91   7-27.5

Manning
Properties   837,057    44,125  1,015,703     10,816     44,125   1,026,519
1,070,644   374,771  11/90  11/90   5-27.5

Metter     1,465,047    44,500  1,770,511      4,472     45,141   1,774,983
1,820,124   481,420   5/93  12/92   5-27.5

Nevada
Manor        645,744    50,000    782,543     12,024     50,000     794,567
844,567   318,646  10/90  11/90   5-27.5

Newnan
Apts.      1,869,739    92,706  4,128,942   (241,003)*   92,706   3,887,939
3,980,645 1,469,745  10/90  12/90   5-27.5

Oatka
Villige      915,974    35,000  1,151,205     10,377     35,000   1,161,582
1,196,582   435,610   6/90  11/90   5-27.5

RPI#18L.P. 1,228,171       100  1,776,840    119,385        100   1,896,225
1,896,325   641,209  12/90  12/90   5-27.5
F-107
                                Boston Capital Tax Credit Fund II Limited
Partnership - Series 11
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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    1,171,903    52,290  1,448,815     58,930     52,387   1,507,745
1,560,132    341,863  11/90  11/90   5-27.5

South
Fork       1,480,219   100,000  1,782,527     30,110    100,000   1,812,637
1,912,637    449,138   2/91   2/91   5-27.5

Twin
Oaks of
Allendale    779,547    71,305    951,711    (56,380)*   71,305     895,331
966,636    286,622   9/90  12/90   5-27.5

Washington   954,443    55,050  1,150,878     29,964     55,050   1,180,842
1,235,892    267,240   3/91   1/91     7-40

Wildridge  1,559,562   156,576  1,617,243     30,095    156,576   1,647,338
1,803,914    547,948   4/91   1/91   7-27.5
          ---------- --------- ---------- ----------  --------- -----------
----------- ----------
         $51,129,417 3,238,933 76,652,246  3,278,146  3,234,637  80,380,392
83,615,029 25,566,566
          ========== ========= ========== ==========  ========= ===========
=========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1999.

*Decrease due to reduction of development fee which reduced the property basis.
**There were no carrying costs as of December 31, 1999.  The column has been
ommitted for
presentation purposes.

</TABLE>
                                                         F-108
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-109
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-110


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

Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     451,423
    Other..........................................           0
                                                    -----------
                                                               $
451,423
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period - 03/31/00..........................$
83,615,029

===========
*-Reduction to reduced development fee, which reduced the
property basis
























                             F-111

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

 Current year expense.................................$2,681,634
                                                       ---------
Balance at close of period -
3/31/00............................$25,566,566

==========







                                          F-112




<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, 2000
                                             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    1,010,137    40,777    371,734    904,720     40,777   1,276,454
1,317,231    387,596   4/92  10/91   5-27.5

BB&L
Enterprises  519,780    24,000    648,985      1,600     24,000     650,585
674,585    181,473   3/91   5/91     5-40

Bowman
Village      663,316    17,000    848,107      2,520     17,000     850,627
867,627    276,428   10/91   6/91   5-27.5

Brandy-
wood       1,729,980    86,029  3,313,958    (41,845)*   86,029   3,272,113
3,358,142  1,195,858   9/91  12/91   5-27.5

Briarwick  1,240,223    95,079  1,587,073        595     95,079   1,587,668
1,682,747    392,578   4/91   4/91     5-40

Bucksport  1,366,637    71,500  1,683,768     80,891     71,500   1,764,659
1,836,159    483,473   8/91   6/91   7-27.5

Burkes-
ville        732,128    40,000    897,118        530     40,000     897,648
937,648    190,299   9/91  6/91    5-27.5


                                                          F-113
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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        8,785,684   820,000  9,361,922  16,792,875    803,050  26,154,797
26,957,847  5,079,965  12/93  10/92   5-27.5

Cananche
Creek      1,231,291    66,200  1,515,813      40,893     66,200   1,556,706
1,622,906    320,353   6/91   5/91   5-27.5

Carson
Village      650,226    30,000    193,264     617,641     30,000     810,905
840,905    241,078   6/92  10/91   5-27.5

Clarkson
Prop         745,208    36,000    932,918           0     36,000     932,918
968,918    198,162   7/91   6/91   7-27.5

Clymer
House      1,112,201    20,000  1,387,091      46,791     20,000   1,433,882
1,453,882    398,606  10/91   6/91   5-27.5

Corcoran
Investment 1,519,668    75,000  1,976,455           0     75,000   1,976,455
2,051,455    412,279  11/90   2/91     5-50

Cornish
Park       1,450,626    67,390  1,761,946      96,076     68,500   1,858,022
1,926,522    552,107   6/91   6/91   5-27.5

Crescent
City       1,858,678   211,000  2,297,055     (14,590)*  211,000   2,282,465
2,493,465    510,125   3/91   3/91     5-50

Dallas II  1,561,943   230,059  3,194,199      19,302    230,059   3,213,501
3,443,560  1,209,459  10/90   3/91   7-27.5
                                                          F-114

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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  1,341,465    90,000  1,711,424        827     90,000   1,712,251
1,802,251   357,574   6/91   6/91     5-50

Evanwood     752,843    36,000    929,102        456     32,400     929,558
961,958   220,375   5/91   6/91   5-27.5

Fort
Smith        895,115    87,500  2,089,062          0     87,500   2,089,062
2,176,562   517,041   8/94   9/93   7-27.5

Frank-
lin II     1,481,629    50,000  1,864,100      6,949     50,000   1,871,049
1,921,049   673,340  11/90   4/91   7-27.5

Franklin
House        296,323     1,000    812,706      2,742      1,000     815,448
816,448   255,876   1/88   5/93   5-27.5

Hamilton
Village      567,622    18,943    368,532    345,774     18,943     714,306
733,249   222,066   3/92  10/91   5-27.5

Hunters
Park       1,405,765    92,750  1,650,083     15,431     92,750   1,665,514
1,758,264   323,693   4/91   5/91   5-27.5

Ivan
Woods      2,117,706   275,000  4,347,328     29,637    275,000   4,376,965
4,651,965 1,598,182   4/91   2/91   5-27.5

Jesup        617,411    19,375    427,265    382,417     19,375     809,682
829,057   254,595   7/92  12/91   5-27.5


                                                          F-115


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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    913,735    34,832  1,103,517      7,461     34,832   1,110,978
1,145,810   371,707   4/91   3/91     5-50

Laurel
Village      659,789    15,145    256,421    569,575     15,145     825,996
841,141   252,207   5/92  10/91   5-27.5

Los
Caballos     758,823    53,886  1,006,731      1,700     26,943   1,008,431
1,035,374   230,824   8/91   7/91   5-27.5

Marlboro     833,347    26,176  1,032,404     14,417     26,176   1,046,821
1,072,997   385,375   2/91   3/91   5-27.5

Melvilles    889,841    18,500  1,103,074     46,923     18,500   1,149,997
1,168,497   242,317  10/91   7/91   5-27.5

Nanty Glo  1,470,893    35,000  1,869,757     38,481     35,000   1,908,238
1,943,238   528,756   7/91   6/91     7-40

Newnan II  1,869,739    92,706  3,868,800     19,139     92,706   3,887,939
3,980,645 1,469,745  10/90   3/91   7-27.5

Nye
County     1,360,114    60,000  1,694,731      5,023     60,000   1,699,754
1,759,754   607,459   4/91   5/91   5-27.5

Oakleigh     910,831    57,500    553,121    576,102     57,500   1,129,223
1,186,723   230,092   3/92   8/91     7-40

Oakwood      906,050    52,000    782,736    357,096     52,000   1,139,832
1,191,832   233,554   1/92   8/91     7-40

Parkwood   2,966,477   316,667  4,358,381      9,432    316,667   4,367,813
4,684,480 1,513,728   5/91   3/91   5-27.5
                                                         F-116
Boston Capital Tax Credit Fund II Limited Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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    1,435,153    66,500  1,777,470      12,843    66,500   1,790,313
1,856,813   649,426   7/91   7/91   5-27.5

Prairie
West         508,772    65,000    983,964      12,498    73,306     996,462
1,069,768   355,698   9/95   3/91   5-27.5

Ridgeway
Court        890,757    48,500  1,039,377      21,716    48,500   1,061,093
1,109,593   351,953   1/91   4/91   5-27.5

River
Reach      1,361,729   118,750  1,656,515       6,732   118,750   1,663,247
1,781,997   566,511   5/91   5/91   7-27.5

Rockmoor     561,143    30,000    521,541     146,307    30,000     667,848
697,848   111,801   3/91   5/91   5-27.5

RPI #22      562,747         0  1,177,719      16,447         0   1,194,165
1,194,166   379,236   7/91   6/91   7-27.5

Scott City   597,010    13,000    764,225       (285)    13,000     763,940
776,940   172,075  11/91   6/91   5-27.5

Shawnee
Ridge        665,211    53,650    801,129      8,805     53,650     809,934
863,584   169,669   5/91   5/91   5-27.5

Spring-
field      3,750,847   775,955  9,620,653    (499,262)  775,955   9,121,391
9,897,346 2,812,194   6/91   7/91   5-27.5

Stonegate
Manor      1,006,653    76,000  1,265,168      6,414     76,000   1,271,582
1,347,582   446,378  12/90   5/91   7-27.5
                                                         F-117

                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 12
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 2000

                                             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         719,179    31,530    882,974      2,172     31,530     885,146
916,676    298,473   7/91   5/91  7-27.5

Union
Baptist      453,185         0  1,151,557     24,034          0   1,175,591
1,175,591    303,626   4/91   5/91  5-27.5

Villas of
Lakeridge    530,337    47,952    605,356        809     47,952     606,165
654,117    202,417   3/91   3/91  5-27.5

Waynesboro 1,366,852    50,000  1,455,507      1,074     50,000   1,456,581
1,506,581    500,788   1/91   4/91  5-27.5

Windsor II   727,162    51,178    887,455     12,163     51,178     899,618
950,796    331,298  11/90   4/91  7-27.5

Woodcrest    708,210    42,000    883,702     21,786     42,000     905,488
947,488    191,463  11/91   6/91    7-40

Woodside   1,151,512    19,383  1,378,829     50,224     19,383   1,429,053
1,448,436    546,567   3/91   4/91    5-40
          ---------- --------- ---------- ---------- ---------- -----------
----------- ---------
          66,189,703 4,852,412 90,653,822 20,822,058  4,814,335 111,475,880
116,290,215 30,907,918
          ========== ========= ========== ==========  ========= ===========
=========== ==========
Since the Operating Partnerships maintain a calendar year end, the information
reported on this
schedule is as of December 31, 1999
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1999  The column has been
ommitted for
presentation purposes.
</TABLE>
                                                       F-118
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-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 -
03/31/95..........................$115,997,654
  Additions during period:
    Acquisitions through foreclosure...............$          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-120





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..........................$116,582,603
Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     239,325
    Other..........................................           0
                                                    -----------
                                                               $
239,325
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................    (531,712)
                                                    -----------
                                                               $
(531,712)

-----------
Balance at close of period -
03/31/00..........................$116,290,215

===========






















                                F-121



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

Current year expense................................  $3,220,274
                                                       ---------

Balance at close of period -
3/31/00............................$30,907,918

==========


















                                    F-122

<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, 2000

                                             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       1,037,051    125,997     1,201,080            0   125,997   1,201,080
1,327,077    277,754 11/93  1/93    5-30

Amherst   1,592,981     60,000     1,920,734        1,445    60,000   1,922,179
1,982,179    602,960  1/92  1/92  7-27.5

Beckwood
Manor     1,264,317     35,000     1,569,743       38,578    35,000   1,608,321
1,643,321    493,771 10/92  5/92  5-27.5

Belmont
Vlg         922,255     64,312     1,073,695       18,037    64,312   1,091,732
1,156,044    243,080 12/91  1/92  7-27.5

Bethel
Park      1,484,665    265,800     1,310,374      502,216   117,500   1,812,590
1,930,090    408,553  3/92 12/91    5-40

Blan-
chard
Senior      596,819     42,000       730,704            0    42,000     730,704
772,704    153,116  7/93  1/93    5-30

                                                            F-123

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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         216,436     42,000       727,225     (473,334)   23,726     253,891
277,617     65,801   7/93  1/93     5-30

Brant-
wood      1,139,380     55,500     1,382,381       15,061    55,500   1,397,442
1,452,942    458,625   9/91  7/91   7-27.5

Brecken-
ridge       862,162     21,500     1,181,178        1,909    21,500   1,183,087
1,204,587    278,346   3/92  1/92  7-27.5

Briar-
wood II   1,487,200     90,000     1,785,580     (296,190)   90,000   1,489,390
1,579,390    469,758   4/92  2/92  7-27.5

Bridge Coali-
tion              0          0       695,990      133,598         0     829,588
829,588    211,661  12/91  1/92    27.5

Buchanan    722,944     63,275       833,561       34,364    63,275     867,925
931,200    320,083  10/90  7/91  7-27.5

California
Inv. V    5,437,465    401,411    10,824,261       34,554   401,411  10,858,815
11,260,226  2,995,868  03/90  8/92  7-27.5

California
Inv. VII  8,785,684    820,000     9,361,922   16,792,875   803,050  26,154,797
26,957,847  5,079,965  12/93 10/92  7-27.5

Capital
Hsg       1,493,731    178,000     3,131,389       72,579   178,000   3,203,968
3,381,968  1,020,003   1/91  8/91  7-27.5
                                                              F-124

                            Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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         691,865     35,000       883,508          470    35,000     883,978
918,978    189,186   8/95  3/95  7-27.5

Carleton
Court     2,788,961     94,360     3,954,231      227,920    94,360   4,182,151
4,276,511    971,497  12/91 12/91    7-34

Carriage
Run       1,318,048     83,980     1,046,960      550,232    83,980   1,597,192
1,681,172    493,720   4/92 10/91  7-27.5

Cedar-
wood      1,411,940     61,698     1,477,659      234,950    61,698   1,712,609
1,774,307    321,633   1/92 10/91  7-27.5
Central
Valley    1,818,795    141,353     2,170,282            0   141,353   2,170,282
2,311,635    410,099  12/91  1/92    5-50

Chapar-
ral         693,383     38,972       863,939        3,510    38,972     867,449
906,421    168,973   7/91  8/91    7-50

College
Green     3,755,429    225,000     6,774,847       44,234   225,000   6,819,081
7,044,081  1,261,402   8/95  3/95  7-27.5

Colorado
City        540,508     30,000       608,138       17,461    30,000     625,599
655,599    133,168  10/91 10/91    7-40

Cotton
wood        652,341     40,000       775,242        3,710    40,000     778,952
818,952    164,160   7/91 10/91    7-40
                                                              F-125

                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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     1,299,948     60,000     1,574,032       17,595    60,000   1,591,627
1,651,627    390,106  1/92  1/92   7-27.5

Davis
Vlg       1,164,658     55,000     1,456,778            0    55,000   1,456,778
1,511,778    345,972  9/93  1/93     5-30

Derby
Hsg       1,767,830    165,000     3,451,914       43,787   165,000   3,495,701
3,660,701  1,107,747  9/91  6/91   7-27.5

Deven-
wood        869,864     76,000     1,215,772        5,541    76,000   1,221,313
1,297,313    343,324  1/93  7/92     N/A

Duncan
Vlg       1,133,150     83,875     1,391,226          775    83,875   1,392,001
1,475,876    319,032 11/93  1/93     5-30

Edison
Village   1,193,691     46,536     1,425,180       51,581    46,536   1,476,761
1,523,297    464,075  2/92  7/91   7-27.5

Excel-
sior        621,345     70,000       704,252       10,279    70,000     714,531
784,531    273,849  4/91  2/92   7-27.5

Four Oaks
Hsg         890,223     48,000     1,063,004        3,730    73,083   1,066,734
1,139,817    316,377  6/92  3/92   7-27.5

                                                              F-126


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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       925,585     49,520     1,130,261        9,495    49,520   1,139,756
1,189,276    238,369  4/92  1/92   7-27.5

Friend-
ship      1,434,472    195,314     1,639,123      161,062   213,230   1,800,185
2,013,415    736,112  6/91  1/92   7-27.5

Glenhaven
Park        657,856    195,000       834,120      (65,649)  195,000     768,471
963,471    210,678  6/89  1/94   7-27.5

Harrison
City      1,475,228     35,521     1,792,881       94,985    35,521   1,887,866
1,923,387    567,151  9/92  7/92   7-27.5

Haven Park
Part-
ners II     486,100    225,000     1,045,411            0   225,000   1,045,411
1,270,411    408,485  6/89  1/94   7-27.5

Haven Park
Partners
III         488,600    225,000     1,177,089            0   225,000   1,177,089
1,402,089    287,023 12/89  1/94   7-27.5

Haven Park
Part-
ners IV     392,861    180,000       874,413            0   180,000     874,413
1,054,413    204,859  6/90  1/94   7-27.5

Hessmer     906,870     35,000       380,289      799,688    35,000   1,179,977
1,214,977    235,453  4/92 12/91     7-40
                                                              F-127


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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     881,678     38,000       911,697      160,272    38,000   1,071,969
1,109,969    337,553  1/92  9/91   7-27.5

Hughes
Springs     785,196     35,000       947,230            0    35,000     947,230
982,230    197,321  8/91 10/91     7-40

Hunters
Run       1,441,146    120,000     1,169,479      537,695   120,000   1,707,174
1,827,174    541,026  2/92 12/91   7-27.5

Indepen-
dence     1,080,468    103,901     1,237,331       66,310   103,901   1,303,641
1,407,542    432,836  6/91  8/91   7-27.5

Jarratt     829,402     55,926     1,028,925      (67,608)   55,926     961,317
1,017,243    306,806 12/91 10/91   7-27.5

Kilmar-
nock        761,968     44,000       969,309            0    44,000     969,309
1,013,309    335,007  4/91  7/91   7-27.5

King
Fisher      166,749     21,000       198,768            0    21,000     198,768
219,768     49,263 12/93  1/93     5-30

La Gama
Del
Bario       669,485    110,000     1,020,084       46,465   110,000   1,066,549
1,176,549    282,102  8/92  6/92   7-27.5

                                                              F-128


                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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     1,987,386    360,000     2,036,815      229,471   360,000   2,266,286
2,626,286     434,298  1/92   9/91     5-50

Lakeview
Meadows   1,554,987     99,580     2,665,491       19,118    99,580   2,684,609
2,784,189     901,233  6/92   1/92    12-40

Lakewood
Terr      3,735,725    124,707     2,257,609    4,599,778   124,707   6,857,387
6,982,094   1,906,714  8/89  11/93   5-27.5

Lexington
Park      4,816,430    500,000     7,754,757      109,722   500,000   7,864,479
8,364,479   1,554,155 12/93  11/91   7-27.5

Lexington
Vlg         209,048     23,814       246,703            0    23,814     246,703
270,517      62,926 11/93   1/93     5-30

Lonaconing1,479,793    113,305       181,203    1,558,889   113,305   1,740,092
1,853,397     354,170  9/92  12/91   5-27.5

Louis
Assocs.     812,189     13,720     1,038,651        6,116    13,720   1,044,767
1,058,487     277,618  1/92   3/92   7-27.5

Maidu     2,090,461     56,500     5,108,838       91,013    56,500   5,199,851
5,256,351   1,699,908 12/91   1/92   7-27.5

Marion
Mnr       1,001,697     50,000     1,237,671       24,937    50,000   1,262,608
1,312,608     241,521  6/92   2/92   7-27.5

                                                               F-129
                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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         217,050     25,920       255,681            0     25,920     255,681
281,601     65,415 10/93  1/93     5-30

McComb
Fam       1,001,739     30,000     1,226,748       34,531     30,000   1,261,279
1,291,279    345,210 10/91 10/91    7-27.5

Mon-
tague     1,136,369          0     1,493,360      100,912     22,223   1,594,272
1,616,495    453,441 12/91 12/91      5-30

Navapai     880,007     53,480     1,073,287       25,572     53,480   1,098,859
1,152,339    239,275  4/91  6/91      7-50

Nevada
City      3,535,593    492,000     3,954,179      130,975    492,000   4,085,154
4,577,154    741,024 10/91  1/91    5-27.5

New
River     1,479,584     46,400     1,279,522      519,597     46,400   1,799,119
1,845,519    392,552  2/92  8/91    7-27.5

Newel-
lton        939,609     57,600     1,161,263       23,799     57,600   1,185,062
1,242,662    237,565  4/92  2/92      7-40

Oakland
Vlg         849,410     38,400     1,021,589        1,761     58,014   1,023,350
1,081,364    293,698  8/92  5/92    7-27.5

                                                                  F-130



                             Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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         689,165     27,752       872,256            0     27,752     872,256
900,008    209,146  5/93  1/93   7-27.5

One
North-
ridge     2,095,662    190,000     3,051,424      115,033    190,000   3,166,457
3,356,457    813,342  2/92  1/92   7-27.5

Park-
wood      2,966,477    316,667     4,358,381        9,432    316,667   4,367,813
4,684,480  1,513,728  5/91 10/91   7-27.5

Pine-
ridge       984,013     31,500       494,515      715,923     31,500   1,210,438
1,241,938    216,249  3/92 10/91   7-27.5

Pittsfield
Park      1,043,033    204,900       781,557      577,381     58,000   1,358,938
1,416,938    329,613  6/92 12/91     5-30

Planta-
tion IV   1,415,182     77,000     1,697,631       22,624     77,000   1,720,255
1,797,255    558,413  11/91 12/91  7-27.5

Portville
Square      914,145     66,206     1,068,007       30,843     66,206   1,098,850
1,165,056    239,347   3/92  3/92  7-27.5

Prague
Vlg         114,599     10,500       157,060            0     10,500     157,060
167,560     42,351   3/93  1/93  7-27.5
                                                              F-131



                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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     2,637,737    521,000     5,852,852       47,394    521,000   5,900,246
6,421,246  1,193,964  1/93  3/92   7-27.5

Rosen-
berg      1,796,276    452,000    10,701,246   (8,502,063)   415,000   2,199,183
2,614,183    191,280  1/92 12/91   7-27.5

Rosewood
Manor     1,434,376    175,000     1,605,480       10,249    175,000   1,615,729
1,790,729    519,841 11/91 12/91   7-27.5

San
Jacinto   2,364,590    288,000     2,694,130      105,463    288,000   2,799,593
3,087,593    567,439 10/91  1/92     5-50

Schroon
Lake      1,073,067     78,000     1,318,831       33,971     78,000   1,352,802
1,430,802    384,776  1/92 11/91     5-50
Scott
Part-
ners      1,095,646     60,000     1,171,445      576,851     60,000   1,748,296
1,808,296    419,827 11/91 10/91   7-27.5

Sioux
Falls     1,034,357     82,406     2,233,596       25,817     82,406   2,259,413
2,341,819    726,297 10/91 11/91   7-27.5

                                                                F-132






                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                     Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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     1,240,971     79,790     1,465,210       41,778     79,790   1,506,988
1,586,778    576,195   5/91  2/92  7-27.5

South
Fulton      662,689     34,000       794,896        5,885     34,000     800,781
834,781    219,301   8/91 10/91  7-27.5

Standard-
ville       583,883     29,500       691,006            0     29,500     691,006
720,506    166,956  11/91  4/92    5-40

St.
Barnabas  1,198,577     43,335     1,520,445        2,648     43,335   1,523,093
1,566,428    278,337  12/91 10/91  7-27.5

Summerlane  858,209     48,700     1,010,651        3,038     48,700   1,013,689
1,062,389    327,625  11/91  7/91  7-27.5

Tionesta
Manor     1,424,331    229,850     1,666,675       88,150    229,850   1,754,825
1,984,675    575,435   1/92  2/92  7-27.5

Titus-
ville     1,236,258     85,280     1,235,975      243,578     85,280   1,479,553
1,564,833    469,103   1/92 12/91  7-27.5

Toano III   707,473     56,266       874,381        2,610     56,266     876,991
933,257    304,481   7/91  7/91  7-27.5

Topsham   1,124,516    135,552     1,458,644        8,017    135,552   1,466,661
1,602,213    304,660   8/92 11/91   10-40

                                                               F-133
Boston Capital Tax Credit Fund II Limited Partnership - Series 14
                                    Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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  1,375,363     87,238     1,713,135      124,172     87,238   1,837,307
1,924,545   424,506   10/91  9/91  5-27.5

Tyrone
Hsg       1,479,270    138,700     1,850,252       62,648     49,050   1,912,900
1,961,950   418,833    1/92 12/91    5-40

Vic-
toria     1,387,395     12,500     1,733,581        7,361     12,500   1,740,942
1,753,442   525,441    6/92  1/92  5-27.5

Village
Terrace     705,445     63,000     1,529,691          800     63,000   1,530,491
1,593,491   494,013    9/91  5/92    5-40

Washing-
ton       1,175,802     72,396     1,494,696        2,410     72,396   1,497,106
1,569,502   492,349    8/91  7/91    7-27

Wesley
Vlg       1,309,297     44,750       347,831    1,253,193     44,750   1,601,024
1,645,774   343,836    6/92 10/91  5-27.5

Wild-
wood      1,260,218     94,949     1,498,290        8,858     94,949   1,507,148
1,602,097   360,955   10/91 10/91    5-40

Woodfield
Commons     750,534     66,533     2,478,583      131,212     66,533   2,609,795
2,676,328   596,618    6/91  9/91   12-40

Wood-
side      1,209,330     44,000     1,472,335        9,013     44,000   1,481,348
1,525,348   482,053   10/91 11/91  7-27.5
                                                                F-134
                              Boston Capital Tax Credit Fund II Limited
Partnership - Series 14
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 2000

                                             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         394,176     41,987       521,591           0      41,987     521,591
563,578    130,668  11/93  1/93    5-27.5

York-
shire       921,054     29,265     1,079,451      30,957      29,265   1,110,408
1,139,673    367,012   9/91  8/91    5-27.5

Zin-
master    1,814,108    100,000     3,307,709      13,873     100,000   3,321,582
3,421,582  1,481,827   1/88  1/95    7-27.5

        ----------- ----------   -----------  ----------  ---------- -----------
----------- ----------                               135,243,034 11,491,699
186,719,997  23,119,493  11,119,461 209,839,489 220,958,950 53,590,248
        =========== ==========   ===========  ==========  ========== ===========
=========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
on this schedule
is as of December 31, 1999.

* - Reduction due to reduced development fee, which reduced the property basis.

***There were no carrying costs as of December 31, 1999.  The column has been
omitted for presentation purposes.

</TABLE>



                                                              F-135

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-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 - 03/31/95..........................$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-137
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


Additions during period:
    Acquisitions through foreclosure...............$          0
    Other acquisitions.............................           0
    Improvements, etc..............................     895,813
    Other..........................................           0
                                                    -----------
                                                               $
895,813
  Deductions during period:
    Cost of real estate sold.......................$          0
    Other..........................................           0
                                                    -----------
                                                               $
0

-----------
Balance at close of period -
03/31/00..........................$220,958,950

===========













                                        F-138




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


Current year expense..................................
$6,550,775

---------

Balance at close of period -
3/31/00..............................$53,590,248

==========

                                         F-139