June 24, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

         Boston Financial Tax Credit Fund Plus, A Limited Partnership
         Annual Report on Form 10-K for the Year Ended March 31, 1999
         Commission File Number 0-22104


Dear Sir/Madam:

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

Very truly yours,




/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller



TCP10K-K



<PAGE>



                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                               Washington, DC 20549

                                                     FORM 10-K

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

For the fiscal year ended                                 Commission file number
March 31, 1999                                                      0-22104

                    BOSTON  FINANCIAL  TAX CREDIT  FUND  PLUS,  A LIMITED
                      PARTNERSHIP (Exact name of registrant as specified
                             in its charter)

      Massachusetts                                               04-3105699
(State of organization)                                         (IRS Employer
                                                             Identification No.)
  101 Arch Street, 16th Floor
  Boston, Massachusetts                                           02110-1106
(Address of Principal executive office)                           (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
                            Name of each exchange on
          Title of each class                                   which registered
                None                                                    None

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

                    CLASS A AND CLASS B UNITS OF LIMITED PARTNERSHIP INTEREST
                                          (Title of Class)
                                                100,000

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

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

State the aggregate sales price of partnership  units held by  nonaffiliates  of
the registrant.

                                         $37,933,000 as of March 31, 1999


<PAGE>





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

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

Post-effective amendment No. 5 to the Form S-11
     Registration Statement, File # 33-38408                   Part I, Item 1

Post-effective amendment No. 6 to the Form S-11
     Registration Statement File # 33-38408                    Part III, Item 12

Acquisition Reports                                            Part I, Item 1

Prospectus - Sections Entitled:

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

     "Investment Risks"                                        Part I, Item 1

     "Estimated Use of Proceeds"                               Part III, Item 13

     "Management Compensation and Fees"                        Part III, Item 13

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


<PAGE>


                    BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

                    ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1999

                                          TABLE OF CONTENTS


                                                                        Page No.

PART I

     Item 1      Business                                                   K-3
     Item 2      Properties                                                 K-6
     Item 3      Legal Proceedings                                          K-13
     Item 4      Submission of Matters to a Vote of
                  Security Holders                                          K-13

PART II

     Item 5      Market for the Registrant's Units and
                  Related Security Holder Matters                           K-13
     Item 6      Selected Financial Data                                    K-14
     Item 7      Management's Discussion and Analysis of
                  Financial Condition and Results of Operations             K-16
     Item 7A.    Quantitative and Qualitative Disclosures about
                 Market Risk                                                K-20
     Item 8      Financial Statements and Supplementary Data                K-20
     Item 9      Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                    K-20

PART III

     Item 10     Directors and Executive Officers
                  of the Registrant                                         K-21
     Item 11     Management Remuneration                                    K-22
     Item 12     Security Ownership of Certain Beneficial
                  Owners and Management                                     K-22
     Item 13     Certain Relationships and Related Transactions             K-23

PART IV

     Item 14     Exhibits, Financial Statement Schedule and
                  Reports on Form 8-K                                       K-26

SIGNATURES                                                                  K-27


<PAGE>


                                                      PART I

Item 1.  Business

Boston  Financial Tax Credit Fund Plus, A Limited  Partnership (the "Fund") is a
Massachusetts  limited partnership formed on December 10, 1990 under the laws of
the   Commonwealth   of   Massachusetts.   The  Fund's   partnership   agreement
("Partnership Agreement") authorized the sale of up to 100,000 Class A and Class
B units of Limited  Partnership  Interest  ("Class A Units" and "Class B Units";
Class A Units and Class B Units are  collectively  called "Units") at $1,000 per
Unit,  adjusted  for  certain  discounts.  The Fund raised  $37,932,300  ("Gross
Proceeds"),  net of discounts of $700,  through the sale of 34,643 Class A Units
and 3,290 Class B Units. Such amounts exclude five unregistered Units previously
acquired  for $5,000 by the Initial  Limited  Partner,  which is also one of the
General Partners. The offering of Units terminated on January 11, 1993.

An affiliate of the Managing General Partner, BF Texas Limited Partnership,  was
admitted as an additional  Local  General  Partner with  responsibility  for all
management  decisions in three Local Limited  Partnerships in which the Fund had
invested (the "Texas  Partnerships").  As a result,  the Fund was deemed to have
control over the Texas  Partnerships and the accompanying  financial  statements
are presented in combined form ("Combined Financial Statements") to conform with
the  required   accounting   treatment  under  generally   accepted   accounting
principles.  However,  this change only affects the  presentation  of the Fund's
operating results,  not the business of the Fund.  Accordingly,  presentation of
information  about industry segments is not applicable and would not be material
to an  understanding  of the Fund's business taken as a whole. As described more
fully under Item 7 Management's  Discussion and Analysis of Financial  Condition
and Results of Operations,  the Managing General Partner  transferred all of the
assets  of two of the  Texas  Partnerships  on May 31,  1996,  subject  to their
liabilities  to  unaffiliated  entities.  On September  27,  1997,  the Managing
General Partner transferred all of the assets of the remaining Texas Partnership
(Leatherwood), subject to its liabilities, to an unaffiliated entity. Therefore,
as of March 31,  1998,  Leatherwood's  net loss through the date of transfer was
presented  in  combined  form.  As of March  31,  1999,  the  Fund is no  longer
presented in combined form.

The Fund has invested as a limited partner in other limited partnerships ("Local
Limited  Partnerships")  which own and operate  residential  apartment complexes
("Properties"),  some of which benefit from some form of federal, state or local
assistance programs, and all of which qualify for low-income housing tax credits
("Tax  Credits")  added to the  Internal  Revenue  Code (the  "Code") by the Tax
Reform Act of 1986.  The Fund also  invested  in, for the benefit of the Class B
Limited  Partners,  United States Treasury  obligations  from which the interest
coupons have been stripped or in such coupons themselves (collectively "Treasury
STRIPS").  The Fund used  approximately  28% of the  Class B  Limited  Partners'
capital  contributions  to purchase  Treasury STRIPS with maturities of 13 to 18
years,  with a total  redemption  amount equal to the Class B Limited  Partners'
capital  contributions.  The  investment  objectives  of the  Fund  include  the
following:  (i) to provide  investors with annual tax credits which they may use
to reduce their federal income taxes; (ii) to provide limited cash distributions
from the  operations of apartment  complexes;  (iii) to preserve and protect the
Fund's  capital with the  possibility  of realizing a profit through the sale or
refinancing  of  apartment  complexes;  and (iv) to provide  payments to Class B
Limited  Partners from Treasury  STRIPS.  There cannot be any assurance that the
Fund will  attain any or all of these  investment  objectives.  A more  detailed
discussion  of these  investments  objectives,  along with the risk in achieving
them,  is  contained  in the  sections of the  Prospectus  entitled  "Investment
Objectives and Policies Principal Investment Objectives" and "Investment Risks",
which are herein incorporated by this reference.

Table A on the following  page lists the  Properties  owned by the Local Limited
Partnerships in which the Fund has invested.  Item 7 of this Report on Form 10-K
contains  other  significant  information  with  respect to such  Local  Limited
Partnerships.  The terms of the  acquisition  of each Local Limited  Partnership
interest have been described in six  supplements to the Prospectus and five Form
8-K  filings  which were  collected  in  Post-effective  Amendment  No. 5 to the
Registration  Statement   (collectively,   the  "Acquisition   Reports");   such
descriptions are incorporated herein by this reference.


<PAGE>


                                                      TABLE A

                                              SELECTED LOCAL LIMITED
                                                 PARTNERSHIP DATA
                                                      (Unaudited)

      Properties owned by                                          Date Interest
Local Limited Partnerships*                  Location                 Acquired

     Leatherwood (formerly Village Oaks)**   Yoakum, TX                 12/23/91
     Tamaric**                               Cedar Park, TX             12/23/91
     Northwest**                             Georgetown, TX             12/23/91
     Pilot House                             Newport News, VA           02/25/92
     Jardines de Juncos                      Juncos, PR                 04/14/92
     Livingston Arms                         Poughkeepsie, NY           05/01/92
     Broadway Tower                          Revere, MA                 06/02/92
     45th & Vincennes                        Chicago, IL                06/26/92
     Phoenix Housing                         Moorhead, MN               07/06/92
     Cottages of Aspen                       Oakdale, MN                07/02/92
     Long Creek Court                        Kittrell, NC               07/01/92
     Atkins Glen                             Stoneville, NC             07/01/92
     Tree Trail                              Gainesville, FL            10/30/92
     Meadow Wood                             Smyrna, TN                 10/30/92
     Primrose                                Grand Forks, ND            12/09/92
     Sycamore                                Sioux Falls, ND            12/17/92
     Preston Place                           Winchester, VA             12/21/92
     Kings Grant Court                       Statesville, NC            12/23/92
     Chestnut Plains                         Winston-Salem, NC          12/24/92
     Bancroft Court                          Toledo, OH                 12/31/92
     Capitol Park***                         Oklahoma City, OK          02/10/93
     Hudson Square                           Baton Rouge, LA            03/08/93
     Walker Woods II                         Dover, DE                  06/11/93
     Vista Villa                             Saginaw County, MI         08/04/93
     Metropolitan                            Chicago, IL                08/19/93
     Carolina Woods II                       Greensboro, NC             10/11/93
     Linden Square                           Genesee County, MI         10/29/93
     New Garden Place                        Gilmer, NC                 06/24/94
     Findley Place                           Minneapolis, MN            07/15/94

*        The  Fund's  interest  in  profits  and  losses of each  Local  Limited
         Partnership  arising from normal  operations is 99%,  except for an 82%
         interest in Livingston  Arms, a 98.75% interest in  Metropolitan  and a
         97.9%  interest in New Garden  Place.  Profits and losses  arising from
         sale or refinancing  transactions  will be allocated in accordance with
         the respective Local Limited Partnership Agreements.

**       As of March 31, 1998, the Managing  General Partner  transferred all of
         the  assets  of  the  three  Texas   Partnerships,   subject  to  their
         liabilities, to unaffiliated entities.

***      As of March 31, 1998,  the title of Capitol Park was  transferred to an
         affiliated entity. The transfer was effective October 7, 1997.
<PAGE>
As previously  reported,  due to  construction  and other  problems at Villas de
Montellano in Morovis,  Puerto Rico, the Managing  General Partner has abandoned
its interest in this Local Limited  Partnership  to the Local  General  Partner.
Also, as previously  reported,  the Managing General Partner elected to exercise
its rights under the  Repurchase  Agreement and requested from the Local General
Partner and the Guarantor the repayment of the capital contributions advanced by
the Fund and of certain expenses associated with this investment.  However,  the
Local General  Partner and the Guarantor  filed for bankruptcy in May and August
1994,  respectively,  and it is  unlikely  that  they  will  meet  all of  their
obligations  under the  Repurchase  Agreement.  The Fund has engaged  counsel to
vigorously  pursue the Fund's claim in the Bankruptcy  Court. The Fund wrote off
this investment in Fiscal 1996.

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

Each Local  Limited  Partnership  (except  the Texas  Partnerships)  has, as its
general partners ("Local General Partners"), one or more individuals or entities
not affiliated  with the Fund or its General  Partners.  In accordance  with the
partnership  agreements under which such entities are organized  ("Local Limited
Partnership Agreements"), the Fund depends on the Local General Partners for the
management  of each  Local  Limited  Partnership.  As of  March  31,  1999,  the
following  Local Limited  Partnerships  have a common Local  General  Partner or
affiliated  group  of  Local  General  Partners  accounting  for  the  specified
percentage of the capital contributions to Local Limited Partnerships:  (i) Tree
Trail and Meadow Wood,  representing  14.14%, have Flournoy  Development Company
and John Flournoy as Local General Partners; (ii) Long Creek Court, Atkins Glen,
Kings Grant Court and Chestnut Plains, representing 5.04%, have Gordon Blackwell
and MBG  Investment  Inc. as Local  General  Partners;  (iii)  Phoenix  Housing,
Primrose and  Sycamore,  representing  3.33%,  have Jerry Meide (see  discussion
below) and/or certain  affiliates as Local General Partners (Phoenix Housing has
Phoenix Housing,  Inc. and RRABB,  Inc.,  Primrose has RRABB, Inc., and Sycamore
has Jerry  Meide and RRABB,  Inc.);  and (iv)  Pilot  House and  Preston  Place,
representing  17.77%,  have  Castle  Development  Corporation  as Local  General
Partners. The Local General Partners of the remaining Local Limited Partnerships
are identified in the  Acquisition  Reports,  which are herein  incorporated  by
reference.

On November 10, 1997,  the Fund  transferred  50% of its interest in capital and
profits of Phoenix Housing,  Primrose and Sycamore to the local general partner.
Included  in these  transfers  is a put option  granting  the  Managing  General
Partner  the right to put the Fund's  remaining  interest  to the local  general
partner any time after one year has elapsed. These properties represent 3.33% of
capital contributions.

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

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


<PAGE>


Item 2.  Properties

Following  the transfer of the three Texas Partnerships and Capitol Park and the
disposition of Villas de Montellano, the Fund owns limited partnership interests
in twenty-five  Local Limited  Partnerships,  which own and operate  Properties,
some of which  benefit  from some  form of  federal,  state or local  assistance
programs and all of which  qualify for the Tax Credits  added to the Code by the
Tax Reform Act of 1986.  The Fund's  ownership  interest  in each Local  Limited
Partnership is 99%,  except for Livingston Arms, Metropolitan  and  New  Garden
Place,  where  the  Fund's  ownership interests  are  82%,  98.75%  and  97.9%,
respectively,  and Phoenix  Housing,  Primrose  and  Sycamore,  where the Fund's
ownership is 49.5%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency.  In general,  the Tax Credit runs for
ten years from the date the Property is placed in service.  The required holding
period (the  "Compliance  Period") of the  Properties is fifteen  years.  During
these fifteen  years,  the  Properties  must satisfy rent  restrictions,  tenant
income  limitations  and other  requirements,  as  promulgated  by the  Internal
Revenue  Service,  in order to  maintain  eligibility  for the Tax Credit at all
times during the Compliance Period.  Once a Local Limited Partnership has become
eligible for the Tax Credits,  it may lose such  eligibility and suffer an event
of  recapture  if  its  Property   fails  to  remain  in  compliance   with  the
requirements.

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

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


<PAGE>

<TABLE>



                                                                 Capital Contributions
<S>                                  <C>         <C>                   <C>          <C>                      <C>      <C>
Local Limited Partnership              Number    Total committed    Paid through    Mtge. loans payable                 Occupancy
Property Name                            of       at March 31,        March 31,       at December 31,        Type of   at March 31,
Property Location                    Apt. Units       1999              1999               1998              Subsidy*       1999
-----------------------------------------------------------------------------------------------------------------------------------

Division of Boston Financial
   Texas Properties Limited
   Partnership VI (formerly,
   Yoakum-Village Oaks
   Housing Associates, LTD)(A)
Leatherwood Terrace
Yoakum, TX

Tamaric Housing Associates, LTD. (A)
Tamaric
Cedar Park, TX

Georgetown - Northwest Housing
 Associates, LTD. (A)
Northwest
Georgetown, TX

Pilot House Associates, L.P.
Pilot House
Newport News, VA                         132         $2,479,708        $2,479,708       $3,274,745              None           100%

Jardines Limited Dividend
     Partnership, S.E., L.P.
Jardines de Juncos
Juncos, PR                                60            604,781           604,781        2,615,980              FmHA           100%



<PAGE>




                                                                 Capital Contributions
Local Limited Partnership         Number         Total committed        Paid through    Mtge. loans payable             Occupancy
Property Name                       of            at March 31,           March 31,        at December 31,    Type of   at March 31,
Property Location                Apt. Units            1999                1999                1998          Subsidy*      1999
-----------------------------------------------------------------------------------------------------------------------------------

99 Livingston Associates, L.P.
Livingston Arms
Poughkeepsie, NY                         25           1,114,686         1,114,686          508,678              None            100%

Broadway Tower Limited
     Partnership
Broadway Tower
Revere, MA                                92          2,350,000         2,350,000        5,949,116          Section 8           98%

Phoenix Housing, L.P.
Phoenix Housing
Moorhead, MN                              40            457,810           457,810        1,900,000          Section 8           90%

Cottage Homesteads of Aspen
     Limited Partnership
Cottages of Aspen
Oakdale, MN                              114          1,027,333         1,027,333        4,705,000              None           100 %

45th & Vincennes Limited
     Partnership
45th & Vincennes
Chicago, IL                               19            689,080           689,080          656,840          Section 8           89%

Long Creek Court Limited
     Partnership
Long Creek Court
Kittrell, NC                              14            120,476           120,476          552,994            FmHA              93%


<PAGE>




                                                                 Capital Contributions
Local Limited Partnership         Number       Total committed      Paid through      Mtge. loans payable               Occupancy
Property Name                      of           at March 31,          March 31,         at December 31,     Type of    at March 31,
Property Location               Apt. Units         1999                 1999                1998            Subsidy*       1999
-----------------------------------------------------------------------------------------------------------------------------------

Atkins Glen Limited Partnership
Atkins Glen
Stoneville, NC                           24              205,574          205,574           954,385           FmHA             100%

Tree Trail Apartments,
     A Limited Partnership
Tree Trail
Gainesville, FL                          108           2,060,143        2,060,143         2,657,996           None              94%

Meadow Wood Townhomes,
     A Limited Partnership
Meadow Wood
Smyrna, TN                                88           1,742,671        1,742,671         2,635,392           None              99%

Dakota Square Manor
     Limited Partnership
Primrose
Grand Forks, ND                           48             674,557          674,557         1,087,211           None              98%

Duluth Limited Partnership II
Sycamore
Sioux Falls, ND                           48             657,000          657,000         1,260,376           None              59%

Preston Place Associates, L.P.
Preston Place
Winchester, VA                           120           2,300,000        2,300,000         3,179,766           None              99%



<PAGE>




                                                                 Capital Contributions
Local Limited Partnership           Number         Total committed   Paid through      Mtge. loans payable              Occupancy
Property Name                         of            at March 31,        March 31,       at December 31,      Type of   at March 31,
Property Location                 Apt. Units            1999               1999              1998            Subsidy*      1999
-----------------------------------------------------------------------------------------------------------------------------------

Kings Grant Court
     Limited Partnership
Kings Grant Court
Statesville, NC                          36              708,530          708,530           896,673           None             100%

Chestnut Plains Limited
     Partnership
Chestnut Plains
Winston-Salem, NC                        24              319,810          319,810           596,294           None              88%

Prince Hall Housing Associates, (B)
     Limited Partnership
Capitol Park
Oklahoma City, OK

Bancroft Street Limited
     Partnership
Bancroft Court
Toledo, OH                               97              902,340          902,340          1,304,726        Section 8           56%

Hudson Square Apartments
     Company (A Limited
     Partnership)
Hudson Square
Baton Rouge, LA                          82              554,670          554,670            828,933        Section 8          100%

Walker Woods Partners, II, L.P.
Walker Woods II
Dover, DE                                19              591,429          591,429            818,895          None              90%


<PAGE>




                                                                 Capital Contributions
Local Limited Partnership           Number     Total committed       Paid through      Mtge. loans payable                Occupancy
Property Name                        of           at March 31,         March 31,         at December 31,     Type of    at March 31,
Property Location                Apt. Units           1999                1999                1998           Subsidy*         1999
-----------------------------------------------------------------------------------------------------------------------------------

Vista Villa Limited Dividend
     Housing Association
     Limited Partnership
Vista Villa
Saginaw County, MI                     100            1,204,762         1,204,762          4,326,013          None              94%

Metropolitan Apartments
     Limited Partnership
Metropolitan
Chicago, IL                             69            2,296,714         2,056,354           2,068,298       Section 8           90%

Carolina Woods Associates II,
     Limited Partnership
Carolina Woods II
Greensboro, NC                          40              750,238           750,238             890,202         None              95%

Linden Square Limited Dividend
     Housing Association
     Limited Partnership
Linden Square
Genesee County, MI                     120            1,299,774         1,299,774           5,114,822         None             100%

New Garden Associates,
     Limited Partnership
New Garden Place
Gilmer, NC                              76            1,269,794         1,269,794           2,267,591         None             100%




<PAGE>




                                                                 Capital Contributions
Local Limited Partnership         Number         Total committed      Paid through     Mtge. loans payable                Occupancy
Property Name                       of            at March 31,          March 31,        at December 31,     Type of   at March 31,
Property Location                Apt. Units            1999                1999               1998           Subsidy*      1999
--------------------------------------------- -------------------------------------------------------------------------------------

Exodus/Lyndon/Windsor,
     Limited Partnership
Findley Place Apartments
Minneapolis, MN                        89               716,000           716,000         2,720,000            None             98%
                                   ------          ------------      ------------      ------------
                                    1,684          $ 27,097,880      $ 26,857,520      $ 53,770,926
                                   ======          ============      ============      ============
</TABLE>


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

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

    (A) As of March 31, 1998, the Managing  General  Partner  transferred all of
the assets of the three Texas Partnerships (Tamaric,  Northwest and Leatherwood)
subject  to  their  liabilities  to  unaffiliated   entities.  The  three  Texas
Partnerships  had total capital  contributions  and mortgage  payable amounts of
$328,434 and $1,467,017, respectively, at the date of transfer.

    (B)         As of March 31, 1998, the Managing General Partner transferred
                the title of Prince Hall Housing Associates, Limited Partnership
                to  an  affiliated entity.  The Partnership  had total  capital
                contributions and  mortgagee  payable  amounts of $1,495,000 and
                $1,570,000, respectively, as of December 31, 1996.





<PAGE>



Item 3.  Legal Proceedings

Except for certain claims made by the Fund against the Local General Partner and
the Guarantor of Villas De Montellano and the Texas  Partnerships  in connection
with their bankruptcy proceedings,  the Fund is not a party to any pending legal
or  administrative  proceeding,  and to the best of its  knowledge,  no legal or
administrative proceeding is threatened or contemplated against it.


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

None.

                                                                        PART II

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

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

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

As of June 15, 1999, there were 2,033 record holders of Units of the Fund.

To date, the Fund has made no cash distributions.



<PAGE>


Item 6.  Selected Financial Data

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

                                        March 31,        March 31,         March 31,        March 31,         March 31,
                                           1999             1998             1997             1996             1995
Revenue (E)                         $     201,776    $     302,486     $     355,858    $     406,038    $      374,860
Equity in losses of Local Limited
   Partnerships (E)                    (1,420,053)      (1,546,727)       (2,546,404)      (2,034,515)       (2,048,621)
Extraordinary gain on forgiveness
   of indebtedness                              -           73,252                 -          643,509                 -
Per  Limited   Partnership   Unit
(A):
     Class A Unit                               -             1.96                 -            17.21                 -
     Class B Unit                               -             1.41                 -            12.39                 -
Accretion of original issue discount      115,250           106,661           98,713           91,595            84,533
Net Loss                               (1,597,697)      (3,302,890)       (2,822,852)      (2,427,884)       (2,957,453)
   Per Limited Partnership Unit (A):
     Class A Unit                          (45.82)          (91.20)           (78.15)          (67.39)           (81.37)
     Class B Unit                            2.04           (33.24)           (26.26)          (20.68)           (32.89)
Cash and  cash equivalents (E)             87,134          216,829           381,519          489,191           373,535
Marketable securities                   1,183,905        1,401,639           998,695          795,099         1,235,123
Other investments                       1,547,625        1,432,375         1,325,714        1,227,001         1,135,406
Investments in Local Limited
   Partnerships                        14,789,600       16,342,634        19,511,417       22,289,712        24,261,436
Total assets (B)                       17,653,521       19,415,336        22,989,174       25,382,895        28,836,803
Long-term debt                                  -                -           739,994          509,980                 -
Total liabilities (E)                   1,236,812        1,399,718         1,678,819        1,245,356         2,312,235
Cash distributions                              -                -                 -                -                 -
Other Data:
Passive loss (C)                       (2,796,519)      (3,357,694)       (2,879,273)      (3,272,132)       (3,208,044)
   Per Limited Partnership Unit (A):
     Class A Unit                          (74.81)          (89.81)           (77.02)          (87.52)           (85.81)
     Class B Unit                          (53.86)          (64.66)           (55.45)          (63.02)           (61.78)
Portfolio income (C)                      208,869          274,919           268,300          211,584           396,729
   Per Limited Partnership Unit (A):
     Class A Unit                            5.59             7.35              7.19             5.66             10.61
     Class B Unit (D)                       38.39            37.11             34.69            31.31             32.85
Net short-term capital losses (C)               -                -                 -                -           (45,877)
   Per Limited Partnership Unit (A):
     Class A Unit                               -                -                 -                -             (1.23)
     Class B Unit                               -                -                 -                -             (0.88)
Net long-term capital losses (C)                -                -                 -         (538,686)         (173,620)
   Per Limited Partnership Unit (A):
     Class A Unit                               -                -                 -           (14.41)           (4.64)
     Class B Unit                               -                -                 -           (10.37)           (3.34)

<PAGE>


Item 6.  Selected Financial Data (continued)

                                        March 31,        March 31,         March 31,        March 31,         March 31,
                                          1999             1998              1997             1996              1995

Low-Income Housing Tax Credit (C)       5,407,117        5,407,118         5,769,841        5,790,896         4,886,427
   Per Limited Partnership Unit (A):
     Class A Unit                          144.63           144.63            154.33           154.90            130.70
     Class B Unit                          104.13           104.13            111.12           111.52             94.10
Recapture of Low-Income
   Housing Tax Credits (C)                      -          616,112            43,133                -                 -
   Per Limited Partnership Unit (A):
     Class A Unit                               -            16.48              1.15                -                 -
     Class B Unit                               -            11.87              0.83                -                 -
Local Limited Partnership interests
   owned at end of period (F,G)                25               25                27               29                30


</TABLE>

(A)   Per Limited Partnership Unit data is based upon the units outstanding of
      34,643 and 3,290 for Class A Units and Class B Units, respectively.

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

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

(D)  Includes $113,070,  $104,663,  $97,097, $89,592 and $82,949 of accretion of
     the Original Issue Discount for the calendar years ended December 31, 1998,
     1997, 1996, 1995 and 1994, respectively, which is allocable only to holders
     of Class B Units.

(E)  Revenue for the years ended March 31, 1998,  1997,  1996 and 1995  includes
     $93,404, $123,962,  $252,861 and $246,926,  respectively,  of total revenue
     from the Texas Partnerships. Equity in losses of Local Limited Partnerships
     for the years ended March 31,  1998,  1997,  1996 and 1995 does not include
     $23,003,  $69,939,  $25,589  and  $93,745,  respectively,  from  the  Texas
     Partnerships  that have been combined  with the Fund's loss.  Cash and cash
     equivalents at  March 31, 1997,  1996 and 1995  includes $332,  $23,002 and
     $31,258, respectively, of cash and cash equivalents from the Texas Partner-
     ships that  is included in the  combined cash and cash  equivalents of the
     Fund. Total liabilities at March 31, 1997, 1996 and 1995 includes $769,008,
     $527,203 and $1,743,177, respectively, from the Texas Partnerships.

(F)  As of March 31, 1998, the Managing  General Partner  transferred all of the
     assets of the three  Texas Partnerships  (Tamaric,  Northwest and  Leather-
     wood),  subject to their liabilities, to an unaffiliated entity.  In 1996,
     the  Fund wrote  off its  investment in  Villas de  Montellano  against the
     established reserve.

(G) As of March 31, 1998, the Managing General Partner  transferred the title of
Capitol Park to an affiliate.



<PAGE>


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

Certain matters  discussed herein constitute  forward-looking  statements within
the  meaning  of the  Private  Securities  Litigation  Reform  Act of 1995.  The
Fund intends such  forward-looking  statements to be covered by the safe  harbor
provisions for forward-looking statements and  are including this statement  for
purposes  of complying  with these  safe harbor provisions.  Although  the Fund
believes the  forward-looking statements are based  on reasonable assumptions,
the  Fund can give no assurance that their expectations will be attained. Actual
results  and timing  of certain  events  could  differ  materially  from  those
projected in or contemplated  by the forward-looking statements due to a number
of factors,  including,  without limitation, general economic and  real  estate
conditions,  interest rates and unanticipated delays or expenses on the part of
the Fund and their suppliers in achieving year 2000 compliance.

Liquidity and Capital Resources

At March 31, 1999, the Fund had cash and cash equivalents of $87,134 as compared
with $216,829 at March 31, 1998. The decrease is primarily  attributable to cash
used for operations. These decreases are partially offset by proceeds from sales
and  maturities  of  marketable  securities in excess of purchases of marketable
securities and cash distributions received from Local Limited Partnerships.

Under the terms of the Partnership  Agreement,  the Fund initially designated 4%
of the Adjusted Gross Proceeds  (which  generally means Gross Proceeds minus the
amounts  committed to the acquisition of Treasury STRIPS) from the sale of Units
as a reserve for working  capital of the Fund and  contingencies  related to the
ownership of Local Limited Partnership  interests.  The Managing General Partner
may  increase  or  decrease  such  Reserves  from  time  to  time,  as it  deems
appropriate.  Funds totaling approximately $340,000 have been withdrawn from the
Reserve account to pay legal and other fees relating to various property issues.
This amount includes  approximately $304,000 relating to the Texas Partnerships.
At March  31,  1999,  approximately  $989,000  of  cash,  cash  equivalents  and
marketable securities have been designated as Reserves. Management believes that
the  investment  income  earned on the Reserves,  along with cash  distributions
received  from Local  Limited  Partnerships,  to the extent  available,  will be
sufficient to fund the Fund's ongoing  operations.  Reserves may be used to fund
operating deficits,  if the Managing General Partner deems funding  appropriate.
If Reserves are not adequate to cover Fund operations,  the Fund will seek other
funding sources including,  but not limited to, the deferral of Asset Management
Fees to an  affiliate  of the  General  Partner  or working  with Local  Limited
Partnerships to increase cash distributions.

At March 31, 1999, the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local Limited  Partnership  Agreements and
total approximately $240,000.

Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide  additional  funds to Local  Limited  Partnerships  beyond its specified
investment.  Thus,  at March  31,  1999,  the Fund had no  contractual  or other
obligation to any Local Limited  Partnership which had not been paid or provided
for, except as noted above. In the event a Local Limited Partnership  encounters
operating difficulties requiring additional funds, the Fund might deem it in its
best  interests  to provide  such  funds,  voluntarily,  in order to protect its
investment.

Cash Distributions

No cash  distributions  were made during the years ended March 31, 1999, 1998 or
1997. It is not expected that cash available for  distribution,  if any, will be
significant  during the 1999 calendar year. As funds from temporary  investments
are  paid  to  Local  Limited  Partnerships,  interest  earned  on  those  funds
decreases.  Additionally, it is not expected that the Local Limited Partnerships
will  distribute  significant  amounts of cash to the Fund in 1999  because such
amounts will be needed to fund property  operating  costs. In addition,  many of
the  properties  benefit  from some type of federal or state  subsidy  and, as a
consequence, are subject to restrictions on cash distributions.



<PAGE>


Results of Operations

1999 versus 1998

The Fund's result of  operations for the year ended March 31, 1999 resulted in a
net loss of  $1,597,697  as  compared to a net loss of  $3,302,890  for the same
period  in  1998.  The  decrease  in net  loss is  primarily  attributable  to a
provision for valuation of  investments in Local Limited  Partnerships  in 1998.
This decrease to net loss is partially offset by a decrease in depreciation, bad
debt expense, interest expense and rental operations as a result of the transfer
of the remaining Texas Partnership in the prior fiscal year.

1998 versus 1997

The Fund's result of operations  for the year ended March 31, 1998 resulted in a
net loss of $ 3,302,890  as compared  to a net loss of  $2,822,852  for the same
period  in  1997.  The  increase  in net  loss is  primarily  attributable  to a
provision for valuation of  Investments  in Local Limited  Partnerships  because
there was evidence of non-temporary  declines in the recoverable  amount of four
investments. This increase to net loss is partially offset by decrease in equity
in losses of Local  Limited  Partnerships.  The decrease  in equity in losses of
Local Limited  Partnerships  is primarily due to the transfer of Capitol Park to
an affiliated entity.

Low Income Housing Tax Credits

The 1998 Tax  Credits  per Unit were  $144.63  and  $104.13 for Class A Unit and
Class B Unit investors, respectively. The 1997 Tax Credits per Unit were $144.63
and $104.13 for Class A Unit and Class B Unit investors, respectively.
The 1996 Tax  Credits  per Unit were  $154.33  and  $111.12 for Class A Unit and
Class B Unit investors, respectively. The 1995 Tax Credits per Unit were $154.90
and $111.52 for Class A Unit and Class B Unit investors,  respectively. The 1994
Tax Credits  per Unit were  $130.70 and $94.10 for Class A Unit and Class B Unit
investors,  respectively. Tax Credits are not available for a Property until the
property is placed in service and its apartment  units are occupied by qualified
tenants.  In the first  year the Tax Credit is  claimed,  the  allowable  credit
amount is  determined  using an  averaging  convention  to reflect the number of
months that  apartment  units  comprising  the qualified  basis were occupied by
qualified  tenants  during the year.  To the extent  that the full amount of the
annual credit is not allocated in the first year, an additional  credit equal to
the  difference is available in the 11th taxable year. The transfer of ownership
of the Texas  Partnerships  resulted in nominal recapture of tax credits,  since
the Texas Partnerships represented only 2% of the Fund's Tax Credits.

The Managing  General Partner  estimates that the 1999 Tax Credits  allocated to
investors  will be  approximately  $145 per Unit for Class A Unit  investors and
$104 per Unit for Class B Unit investors.  However, no assurance can be given in
this matter. Once the Tax Credits are stabilized, the annual amount allocated to
investors is expected to remain the same for about seven  years.  In years eight
through ten, the credits are expected to decrease as Properties reach the end of
the ten year credit period.

On  November  10,  1997,  the Fund  transferred  50% of its  interest in Phoenix
Housing,  Primrose and Sycamore to the Local General Partner in order to protect
the Fund in the event of foreclosure-induced recapture of these Tax Credits.


Property Discussions

Limited Partnership interests had  been  originally  acquired in thirty  Local
Limited  Partnerships.  Of the remaining  twenty-five Local Limited Partnership,
which are located in fourteen  states,  seven of the  properties,  totaling  438
units, were existing  properties  undergoing  rehabilitation and eighteen of the
properties, consisting of 1246 units, were new construction.

All of the properties owned by the Local Limited  Partnerships in which the Fund
has invested have been completed and have achieved initial lease-up.  Operations
at most properties are stable, and a majority of the properties are operating at
break-even or generating  operating  cash flow.  However,  a few  properties are
experiencing  significant  issues. In most cases, the Local General Partners are
funding operating deficits through project expense loans,  subordinated loans or
payments from operating  escrows.  In instances where the Local General Partners
have stopped funding  deficits  because their obligation to do so has expired or
otherwise,  the  Managing  General  Partner  is working  with the Local  General
Partner to increase  operating income,  reduce expenses or refinance the debt in
order to improve property cash flow.

As previously  reported,  Bancroft Street Apartments,  located in Toledo,  Ohio,
continues to experience  significant  operating deficits due to occupancy issues
and deteriorating market conditions. Occupancy as of March 31, 1999 was 56%. The
management  agent is  trying to  address  these  problems  by  enhancing  tenant
screening and marketing efforts,  as well as implementing  on-site tenant social
programs.  However, given the severity of the operating deficits, it is possible
that the Fund will not be able to retain its  interest in the  property  through
1999. A  foreclosure  would result in  recapture of credits for  investors,  the
allocation of taxable income to the Fund and loss of future benefits  associated
with this property.  The Managing  General Partner and Local General Partner are
currently  in  negotiations  with the lender.  The Managing  General  Partner is
closely monitoring this property.

Occupancy for Broadway Tower, located in Revere, Massachusetts,  has improved to
98% as of March 31,  1999.  However,  the  property is still  experiencing  some
operating deficits.  As previously  reported,  in 1997 the Local General Partner
successfully  negotiated  with the local  housing  authority  for Section 8 rent
increases and has begun implementing plans to decrease expenses  associated with
tenant turnover and maintenance  contracts.  The property is currently  covering
its  operating  expenses and debt service  with funds from  operations  and from
funding by the Local General Partner.  The Managing General Partner continues to
closely monitor this property.

As previously reported,  Metropolitan Apartments,  located in Chicago, Illinois,
has been  experiencing  occupancy  problems.  In 1998,  management  revised  its
marketing plan and  implemented new leasing  policies.  Occupancy as of December
31, 1998 remained the same as the previous quarter at 90%. However, the property
continues  to operate at a deficit.  It is possible  that Fund  Reserves  may be
required to fund  operating  deficits.  The Managing  General  Partner and Local
General Partner are working together to develop a plan to help mitigate  some of
the deficits.

Primrose,  located in Grand Forks,  North Dakota,  Phoenix  Housing,  located in
Moorhead,  Minnesota, and Sycamore,  located in Sioux Falls, South Dakota, which
have the same  Local  General  Partner,  have  been  performing  satisfactorily.
However,  affiliates of the Managing  General Partner have been working with the
Local General Partner who has raised some concerns over the long-term  financial
health of the properties.  In 1997, in an effort to reduce possible future risk,
the  Managing  General  Partner  consummated  the  transfer of 50% of the Fund's
capital and profits in Primrose, Phoenix Housing and Sycamore to an affiliate of
the  Local  General  Partner.  The  Managing  General  Partner  has the right to
transfer the Fund's  remaining  interest to the Local  General  Partner any time
after one year has  elapsed.  The Fund will retain its full share of tax credits
until such time as the remaining  interest is put to the Local General  Partner.
In  addition,  the Local  General  Partner  has the right to call the  remaining
interest after the tax credit period has expired.

Findley Place  Apartments,  located in  Minneapolis,  MN, has been  experiencing
operating  deficits due to  significant  capital  needs.  In November  1998, the
Managing General Partners replaced the management company.  The Managing General
Partner,  the Local  General  Partner and the new  management  agent are working
together to develop a plan that will address the occupancy issues, capital needs
and  long-term  strategy  for this  property.  The Managing  General  Partner is
closely monitoring this property.
 In accordance with Financial  Accounting Standard No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of",
the Fund has implemented  policies and practices for assessing impairment of its
real estate assets and investments in Local Limited Partnerships.  Each asset is
analyzed by real estate experts to determine if an impairment  indicator exists.
If so, the  carrying  value is  compared to the  undiscounted  future cash flows
expected to be derived from the asset and, if there is a significant  impairment
in value,  a  provision  to write  down the asset to fair  value will be charged
against income.

<PAGE>

Inflation and Other Economic Factors

Inflation had no material impact on the operations or financial condition of the
Fund for the years ended March 31, 1999, 1998 and 1997.

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

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

Impact of Year 2000

The Managing  General  Partner's  plan to resolve year 2000 issues  involves the
following four phases: assessment,  remediation, testing and implementation.  To
date,  the Managing  General  Partner has fully  completed an  assessment of all
information  systems that may not be operative  subsequent to 1999 and has begun
the remediation,  testing and implementation phase on both hardware and software
systems.  Because the hardware and software systems of both the  Fund and  Local
Limited  Partnerships  are  generally  the  responsibility  of obligated  third
parties,  the plan primarily  involves  ongoing  discussions  with and obtaining
written  assurances from these third parties that pertinent systems will be 2000
compliant.  In addition, neither the Fund nor the Local Limited Partnerships are
incurring significant additional costs  since  such  expenses are  principally
covered under the service contracts with vendors.  As of June 1999, the General
Partner is in the  final stages of its Year 2000  remediation plan and believes
all  major  systems are compliants;  any systems  still being  updated are  not
considered significant to the Fund's operations. However, despite the likelihood
that all significant year 2000 issues  are expected to be  resolved in a timely
manner, the Managing General Partner has no means of ensuring  that all systems
of  outside vendors or other  entities  that impact  operations  will  be  2000
compliant.  The Managing  General Partner does not believe that the inability of
third  parties to address  their year 2000 issues in a timely manner will have a
material impact on the Fund.  However,  the effect of  non-compliance  by  third
parties is not readily determinable.

Management has also evaluated a worst case scenario  projection  with respect to
the year 2000 and  expects  any  resulting  disruption  of either  the  Managing
General Partner's activities or any Local Limited Partnership's operations to be
short-term  inconveniences.  Such  problems,  however,  are not  likely to fully
impede the ability to carry out necessary duties of the Fund. Moreover,  because
expected  problems under a worst case scenario are not extensively  detrimental,
and because the likelihood that all systems affecting the Fund will be compliant
before  2000,  the  Managing  General  Partner  has  determined  that  a  formal
contingency plan that responds to material system failures is not necessary.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Fund has invested in marketable  securities  with  aggregate  fair values of
$1,183,905 at March 31, 1999; these securities, with rates ranging from 4.87% to
7.27%,  do not  subject the Fund to  significant  market risk due to their short
term maturities and high liquidity.

In addition,  the Fund has invested in United States Treasury  obligations  with
fixed rates ranging from 7.3% to 8.0%. The  Partnership  will receive a total of
$3,290,000 at staggered maturity dates ranging from 2007 to 2010.

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


Item 8.  Financial Statements and Supplementary Data

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

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

None.

<PAGE>



                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

The  Managing   General  Partner  of  the  Fund  is  Arch  Street  VI,  Inc.,  a
Massachusetts  corporation  (the "Managing  General Partner" or "Arch Street VI,
Inc."), an affiliate of The Boston Financial Group Limited Partnership  ("Boston
Financial"),  a Massachusetts  limited partnership.  George Fantini, Jr., a Vice
President of the Managing General Partner,  resigned his position effective June
30, 1995.  Donna  Gibson,  a Vice  President of the  Managing  General  Partner,
resigned from her position on September  13, 1996.  Georgia  Murray  resigned as
Managing Director, Treasurer and Chief Financial Officer of the Managing General
Partner on May 25, 1997. Fred N. Pratt, Jr. resigned as Managing Director of the
Managing  General Partner on May 28, 1997.  William E. Haynsworth  resigned as a
Managing Director and Chief Operating Officer of the Managing General Partner on
March 23,  1998.  Peter G. Fallon  resigned as a Vice  President  of the General
Partner on June 1, 1999.

The Managing  General Partner was  incorporated in December,  1990.  Randolph G.
Hawthorne is the Chief Operating Officer of the Managing General Partner and had
the primary responsibility for evaluating, selecting and negotiating investments
for the Fund. The Investment  Committee of the Managing General Partner approved
all  investments.  The names and  positions  of the  principal  officers and the
directors of the Managing General Partner are set forth below.

     Name                                           Position

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

The  other  General  Partner  of the  Partnership  is  Arch  Street  VI  Limited
Partnership,  a Massachusetts  limited  partnership ("Arch Street VI L.P.") that
was organized in December 1990. The General  Partner of Arch Street L.P. is Arch
Street VI, Inc.

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

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

Jenny Netzer, age 43, graduated from Harvard University (B.A.,1976) and received
a Master's in Public Policy from Harvard's Kennedy School of Government in 1982.
Ms.  Netzer  joined  Boston  Financial  in 1987 and is a Senior  Vice  President
leading the  Institutional  Tax Credit Team.  She is also a member of the Senior
Leadership  Team, the firm's Executive Committee.  Previously,  Ms. Netzer  led
Boston  Financial's new  business initiatives  and  managed the  firm's  Asset
Management division, which is responsible for the performance of 750  properties
and providing  service to 35,000 investors.  Before joining  Boston  Financial,
she was Deputy Budget Director for the Commonwealth of Massachusetts, where she
was responsible for the Commonwealth's  health care and public pension programs'
budgets. Ms. Netzer was also  Assistant Controller at  Yale  University and has
been a member of the Watertown Zoning Board of Appeals.

Michael H. Gladstone,  age 42, graduated from Emory University (B.A.,  1978) and
Cornell University (J.D.,  M.B.A.,  1982). Mr. Gladstone joined Boston Financial
in 1985  and is Vice President and General Counsel.  He is also a member  of the
Senior Leadership Team.  Prior to joining  Boston Financial, Mr. Gladstone  was
associated with the Boston law firm of Herrick & Smith.  Mr. Gladstone is on the
Advisory Board of the Housing and Development Reporter.  He is also a member of
the Investment Program Association, The National Realty Committee, Cornell Real
Estate Council, National Housing Conference and the Massachusetts Bar.


<PAGE>

Randolph G.  Hawthorne,  age 49, is a graduate  of  Massachusetts  Institute  of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A.,  1973).
Mr.  Hawthorne joined Boston Financial in 1973 and is currently a Vice President
responsible for structuring and acquiring real estate  investments.  Previously,
Mr.  Hawthorne  served as Treasurer of Boston  Financial.  Mr. Hawthorne is Past
Chairman of the Board of the National  Multi Housing  Council,  having served on
the board  since  1989.  He is a past  president  of the  National  Housing  and
Rehabilitation  Association,  a member of the Residential Development Council of
the Urban  Land  Institute,  as well as a member of the  Advisory  Board  of the
Berkeley Real Estate  Center at the  University  of  California.  In addition to
speaking at industry conferences,  he is on the Editorial Advisory Boards of the
Tax Credit Advisor and Multi-Housing News.

James D. Hart,  age 41,  graduated  from  Trinity  College  (B.A.) and Amos Tuck
School at Dartmouth College  (M.B.A.).  Mr. Hart joined Boston Financial in 1999
and serves as Chief Financial Officer and a member of the Senior Leadership Team
Prior to joining  Boston  Financial,  Mr. Hart was  engaged in  venture  capital
management on behalf of institutional  investors,  including the negotiation and
structuring of private equity and mezzanine  transactions as a Vice President of
Interfid  Ltd.,  and later in the  operational  management  of a  venture-backed
software company,  as Managing Director and Chief Financial Officer of Bitstream
Inc. Mr. Hart has also served on the Board of  Directors  of several  companies,
including those that went on to complete initial public offerings.

Paul F. Coughlan,  age 55, is a graduate of Brown University  (A.B.,  1965). Mr.
Coughlan  joined  Boston  Financial  in 1975  and is  currently  a  Senior  Vice
President and a member of the Investment Management division with responsibility
for  marketing  institutional  investments.  Previously,  he was national  sales
manager for Boston  Financial's retail tax credit funds. Prior to joining Boston
Financial,  Mr.  Coughlan  was an  investment  broker  with Bache & Company  and
Reynolds Securities, Inc.

William E. Haynsworth,  age 59, is a graduate of Dartmouth College (A.B.,  1961)
and Harvard Law School (L.L.B.,  1964;  L.L.M.,  1969).  Mr.  Haynsworth  joined
Boston  Financial  in 1977 and is a Senior Vice  President  responsible  for the
structuring  of  real  estate   investments  and  the  acquisition  of  property
interests.  Prior  to  joining  Boston  Financial,  Mr.  Haynsworth  was  Acting
Executive  Director and General  Counsel of the  Massachusetts  Housing  Finance
Agency.  He was also the Director of  Non-Residential  Development of the Boston
Redevelopment  Authority and an associate of the law firm of Goodwin,  Procter &
Hoar.  Mr.  Haynsworth is a member of the  Executive  Committee and the Board of
Directors of the Affordable Housing Tax Credit Coalition.  He is a member of the
Senior  Leadership  Team and the Board  of Directors of Boston  Financial.  Mr.
Haynsworth has over 25 years of real estate experience.

<PAGE>

Item 11.  Management Remuneration

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

The equity  securities  registered  by the Fund under  Section  12(g) of the Act
consist of 100,000 Units,  37,933 (34,643 Class A Units and 3,290 Class B Units)
of which have been sold to the public.  The remaining Units were deregistered in
Post-Effective   Amendment  No.  6,  dated  June  15,  1993,   which  is  herein
incorporated  by  reference.  Holders of Units are  permitted to vote on matters
affecting the Fund only in certain  unusual  circumstances  and do not generally
have the right to vote on the operation or management of the Fund.

Arch Street VI L.P.  owns five  (unregistered)  Units not included in the 37,933
Units sold to the public.  Additionally,  ten  registered  Units were sold to an
employee of an affiliate of the Managing General Partner of the Registrant. Such
Units were sold at a discount  of 7% of the Unit price for a total  discount  of
$700 and a total purchase price of $9,300.

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

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

Item 13.  Certain Relationships and Related Transactions

The Fund was required to pay certain fees to and reimburse  certain  expenses of
the Managing General Partner or its affiliates  (including  Boston Financial) in
connection with the organization of the Fund and the offering of Units. The Fund
is also  required to pay certain fees to and reimburse  certain  expenses of the
Managing  General  Partner or its  affiliates  (including  Boston  Financial) in
connection  with  the  administration  of  the  Fund  and  its  acquisition  and
disposition  of  investments  in Local Limited  Partnerships.  In addition,  the
General Partners are entitled to certain Fund  distributions  under the terms of
the  Partnership  Agreement.  Also,  an affiliate of the General  Partners  will
receive  up to  $10,000  from the sale or  refinancing  proceeds  of each  Local
Limited  Partnership,  if it is  still a  limited  partner  at the  time of such
transaction.  All such fees,  expenses and distributions paid in the three years
ending March 31, 1999 are described  below and in the sections of the Prospectus
entitled  "Estimated Use of Proceeds",  "Management  Compensation  and Fees" and
"Profits and Losses for Tax Purposes, Tax Credits and Cash Distributions".  Such
sections are incorporated herein by reference.

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

Information  required  under this Item is contained  in Note 6 to the  Financial
Statements presented as a separate section of this Report. The affiliates of the
Managing   General   Partner  which  have  received  fee  payments  and  expense
reimbursements from the Fund are as follows:

Organizational fees and expenses

In  accordance  with  the  Partnership  Agreement,  Boston  Financial  is  to be
reimbursed  by the  Fund  for  organizational,  offering  and  selling  expenses
advanced on behalf of the Fund by Boston  Financial  or its  affiliates  and for
salaries  and direct  expenses  of certain  employees  of the  Managing  General
Partner and its affiliates in connection with the  registration and organization
of the Fund.  Such expenses  include  printing  expenses and legal,  accounting,
escrow agent and  depository  fees and  expenses.  Such  expenses also include a
non-accountable  expense  allowance for marketing  expenses equal to 1% of gross
offering  proceeds.  $2,035,611 of  organization  fees and expenses  incurred on
behalf of the Fund were paid and  reimbursed  to an  affiliate  of the  Managing
General Partner. Total organization and offering expenses reimbursed by the Fund
did not exceed 5.5% of the gross offering proceeds.

<PAGE>

Acquisition fees and expenses

In  accordance  with the  Partnership  Agreement,  the Fund is  required  to pay
acquisition fees to and reimburse  acquisition  expenses of the Managing General
Partner or its affiliates for selecting,  evaluating,  structuring,  negotiating
and closing the Fund's  investments in Local Limited  Partnerships.  Acquisition
fees totaled 7% of Gross  Proceeds.  Acquisition  expenses,  which  include such
expenses as legal fees and expenses,  travel and communications  expenses, costs
of  appraisals,  accounting  fees  and  expenses  did not  exceed  1.5% of Gross
Proceeds. Acquisition fees totaling $2,590,827 (prior to the write-off of Villas
de Montellano,  the Texas  Partnerships and Capitol Park) for the closing of the
Fund's Local Limited  Partnership  Investments have been paid to an affiliate of
the Managing  General  Partner.  Acquisition  expenses  totaling  $825,516  were
incurred  and have been  reimbursed  to an  affiliate  of the  Managing  General
Partner.  Payments made and expenses reimbursed in each of the three years ended
March 31, 1999 are as follows:

                                             1999          1998            1997
                                         -----------     -----------    --------

       Acquisition fees and expenses  $         -     $         -    $    15,990

Asset Management Fees

In  accordance  with the  Partnership  Agreement,  an  affiliate of the Managing
General  Partner  is paid an annual  fee for  services  in  connection  with the
administration of the affairs of the Fund. The affiliate  currently receives the
base  amount of $6,533 per Local  Limited  Partnership  (as  adjusted by the CPI
factor)  annually as the Asset  Management Fee.  Amounts earned by the affiliate
and payable in each of the three years ended March 31, 1999 are as follows:

                                          1999           1998              1997
                                       -----------     -----------    ----------
       Asset management fees          $   166,952     $   170,028    $   179,719

Salaries and benefits expense reimbursements

An affiliate of the Managing  General  Partner is reimbursed for the cost of the
Fund's salaries and benefits  expenses.  The  reimbursements  are based upon the
size and complexity of the Fund's operations.  Reimbursements paid or payable in
each of the three years ended March 31, 1999 are as follows:

                                            1999           1998            1997
                                         -----------     -----------    --------

        Salaries and benefits
          expense reimbursements      $    79,303     $    95,037    $    92,130

Property Management Fees

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General Partner,  currently manages Pilot House and Preston Place, properties in
which the Fund has invested. Fees charged for the three years ended December 31,
1998 are as follows:

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

        Property Management fees      $    76,877     $    78,722    $    56,739

Lansing  Management  Company  ("LMC"),  an  affiliate  of the  Managing  General
Partner,  currently  manages  Linden  Square,  a property  in which the Fund has
invested.  Fees  charged  for the three  years  ended  December  31, 1998 are as
follows:

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

        Property Management fees     $    33,120     $    33,120    $    33,120




<PAGE>


LMC is also the management agent for the Texas Partnerships.  Fees charged for
the three years ended December 31, 1998 are as follows:

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

        Property Management fees     $         -     $     8,268    $     8,845

During 1995, a provision in the Combined  Entities'  workout agreement came into
effect which  prohibited  property  management  fees from being charged.  During
1996, this provision ended, and fees were again charged.



Cash distributions paid to the General Partners

In accordance with the Partnership Agreement,  the General Partners of the Fund,
Arch Street VI, Inc. and Arch Street VI Limited Partnership,  receive 1% of cash
distributions  made to  partners.  No cash  distributions  have been paid to the
General Partners as of March 31, 1999.

Additional  information  concerning  cash  distributions  and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to Boston  Financial and its affiliates  during each
of the three years ended March 31, 1999 is presented in Note 6 to the  Financial
Statements.




<PAGE>



                                     PART IV

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

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

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

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

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

(a)(3) See Exhibit Index contained herein.
(a)(3)(b)  Reports on Form 8-K:
           No  reports on Form 8-K were  filed  during the year ended  March 31,
1999.

(a)(3)(c)   Exhibits

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

   27.  Financial Data Schedule

   28.  Additional Exhibits

        (a)    28.1 Reports of Other Independent Auditors
        (b)    Audited financial statements of Local Limited Partnerships

              None


 (a)(3)(d) None.



<PAGE>


                                   SIGNATURES



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

     BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

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



     By:   /s/Randolph G. Hawthorne              Date:    June 24, 1999
           ------------------------------                 ---------------------
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer

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



     By:   /s/ Randolph G. Hawthorne              Date:    June 24, 1999
           ------------------------------                 ---------------------
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer




     By:   /s/Michael H. Gladstone             Date:    June 24, 1999
           ------------------------------               ------------------------
           Michael H. Gladstone,
           A Managing Director


<PAGE>


Item 8.  Financial Statements and Supplementary Data

          BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

          ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1999

INDEX

                                    Page No.


   Report of Independent Accountants
     For the years ended March 31, 1999, 1998 and 1997                       F-2

   Combined Financial Statements:

     Combined Balance Sheets - March 31, 1999 and 1998                       F-3

     Combined Statements of Operations - For the Years
       ended March 31, 1999, 1998 and 1997                                   F-4

     Statements of Changes in Partners' Equity (Deficiency) -
       For the Years ended March 31, 1999, 1998 and 1997                     F-6

     Combined Statements of Cash Flows - For the Years
       ended March 31, 1999, 1998 and 1997                                   F-7

     Notes to Combined Financial Statements                                  F-9

   Financial Statement Schedule:

     Schedule III - Real Estate and Accumulated
       Depreciation                                                         F-21


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





<PAGE>







                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners
Boston Financial Tax Credit Fund Plus, A Limited Partnership:

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
combined  financial  statements listed in the accompanying index present fairly,
in all material respects,  the financial position of Boston Financial Tax Credit
Fund Plus, A Limited  Partnership  (the "Fund") at March 31, 1999 and 1998,  and
the results of its  operations and its cash flows for each of the three years in
the  period  ended  March  31,  1999,  in  conformity  with  generally  accepted
accounting  principles.  In addition,  in our opinion,  the financial  statement
schedule  listed in the  accompanying  index  presents  fairly,  in all material
respects,  the information  set forth therein when read in conjunction  with the
related combined financial statements.  These financial statements and financial
statement schedule are the responsibility of the Partnership's  management;  our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial statement schedule based on our audits. We did not audit the financial
statements  of certain  local  limited  partnerships  for which total  assets of
$15,061,725 and  $16,285,431,  are included in these financial  statements as of
March 31, 1999 and 1998,  respectively, and for which net losses of  $1,106,095,
1,263,876,  and $2,247,934 are included in the accompanying financial statements
as of March 31, 1999, 1998, 1997, respectively.  . Those statements were audited
by other  auditors  whose reports to the amounts  included for the Local Limited
Partnerships, is based solely on the reports of the other auditors. We conducted
our audits of these  statements in accordance with generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examing,  on a test basis,  evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits and the  reports of other  auditors  provide a  reasonable  basis for the
opinions expressed above.


/s/PricewaterhouseCoopers, LLP
June 18, 1999
Boston, Massachusetts



<PAGE>


                      BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)


                             COMBINED BALANCE SHEETS

                             March 31, 1999 and 1998
<TABLE>
<S>                                                                         <C>                 <C>

                                                                                  1999                1998
                                                                             -------------       ---------

Assets

Cash and cash equivalents                                                    $      87,134       $     216,829
Marketable securities, at fair value (Note 3)                                    1,183,905           1,401,639
Other investments (Note 5)                                                       1,547,625           1,432,375
Investments in Local Limited Partnerships, net of
   reserve for valuation of $1,554,780 in 1999 and 1998 (Note 4)                14,789,600          16,342,634
Advances to affiliate                                                               30,000                   -
Other assets                                                                        15,257              21,859
                                                                             -------------       -------------
     Total Assets                                                            $  17,653,521       $  19,415,336
                                                                             =============       =============

Liabilities and Partners' Equity

Accounts payable to affiliates (Note 6)                                      $   1,211,216       $   1,042,390
Accounts payable and accrued expenses                                               25,596             357,328
                                                                             -------------       -------------
     Total Liabilities                                                           1,236,812           1,399,718
                                                                             -------------       -------------

Commitments (Note 7)

General, Initial and Investor Limited Partners' Equity                          16,412,044          18,009,741
Net unrealized gain on marketable securities                                         4,665               5,877
                                                                             -------------       -------------
     Total Partners' Equity                                                     16,416,709          18,015,618
                                                                             -------------       -------------

     Total Liabilities and Partners' Equity                                  $  17,653,521       $  19,415,336
                                                                             =============       =============

The accompanying notes are an integral part of these combined financial statements.
</TABLE>

<PAGE>

<TABLE>
                 BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)
                        COMBINED STATEMENTS OF OPERATIONS

                For the Years Ended March 31, 1999, 1998 and 1997
<S>                                                     <C>              <C>                <C>

                                                             1999              1998              1997
                                                        -------------     ------------       --------
Revenue:
   Rental                                               $           -     $     85,552       $    120,829
   Investment                                                  60,160           91,226             81,379
   Accretion of Original Issue Discount (Note 5)              115,250          106,661             98,713
   Other                                                       26,366           19,047             54,937
                                                        -------------     ------------       ------------
     Total Revenue                                            201,776          302,486            355,858
                                                        -------------     ------------       ------------

Expenses:
   Asset management fees, related party (Note 6)              166,952          170,028            179,719
   General and administrative (includes
    reimbursements to an affiliate in the amount
    of $79,303, $95,037 and $92,130) (Note 6)                 193,976          194,458            217,169
   Rental operations, exclusive of depreciation                     -           61,983             80,307
   Property management fees, related party (Note 6)                 -            8,268              8,845
   Interest                                                         -           20,532             34,791
   Bad debt expense (recovery)                                (10,368)          32,665                  -
   Provision for valuation of investments
    in Local Limited Partnerships                                   -        1,554,780                  -
   Depreciation                                                     -           52,185             70,664
   Amortization                                                28,860           32,135             41,517
                                                        -------------     ------------       ------------
     Total Expenses                                           379,420        2,127,034            633,012
                                                        -------------     ------------       ------------

Loss before equity in losses of Local Limited
   Partnerships,  minority interest,
   loss on liquidation of interest in Local
   Limited Partnership and extraordinary item                (177,644)      (1,824,548)          (277,154)

Equity in losses of Local Limited
   Partnerships (Note 4)                                   (1,420,053)      (1,546,727)        (2,546,404)

Minority interest in (income) losses of
   Local Limited Partnerships                                       -             (685)               706

Loss on liquidation of interest
   in Local Limited Partnership (Note 8)                            -           (4,182)                 -
                                                        -------------     ------------       ------------

Net loss before extraordinary item                         (1,597,697)      (3,376,142)        (2,822,852)

Extraordinary gain on cancellation
   of indebtedness (Note 8)                                         -           73,252                  -
                                                        -------------     ------------       ------------

Net Loss                                                $  (1,597,697)    $ (3,302,890)      $ (2,822,852)
                                                        =============     ============       ============

The accompanying notes are an integral part of these combined financial statements.
<PAGE>
                    BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

                  COMBINED STATEMENTS OF OPERATIONS (continued)

                For the Years Ended March 31, 1999, 1998 and 1997


                                                             1999             1998              1997
                                                        -------------     ------------       -------

Netincome (loss) before  extraordinary
   item  allocated to the Limited  Partners
   per Limited Partnership Unit:
     Class A Unit (34,643 Units)                        $      (45.82)    $     (93.16)      $    (78.15)
                                                        =============     ============       ===========
     Class B Unit (3,290 Units)                         $        2.04     $     (34.65)      $    (26.26)
                                                        =============     ============       ===========
Extraordinary  gain on  cancellation  of
   indebtedness  allocated to the Limited
   Partners per Limited Partnership Unit:
     Class A Unit (34,643 Units)                        $           -     $       1.96       $         -
                                                        =============     ============       ===========
     Class B Unit (3,290 Units)                         $           -     $       1.41       $         -
                                                        =============     ============       ===========
Net Income (Loss) per Limited Partnership Unit:
     Class A Unit (34,643 Units)                        $      (45.82)    $     (91.20)      $    (78.15)
                                                        =============     ============       ===========
     Class B Unit (3,290 Units)                         $        2.04     $     (33.24)      $    (26.26)
                                                        =============     ============       ===========
The accompanying notes are an integral part of these combined financial statements.
</TABLE>

<PAGE>
                BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

         COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

                For the Years Ended March 31, 1999, 1998 and 1997

<TABLE>

                                                          Investor      Investor           Net
                                              Initial      Limited       Limited       Unrealized
                                   General    Limited     Partners,     Partners,         Gains
                                  Partners    Partner      Class A      Class B         (Losses)         Totals

<S>                             <C>         <C>        <C>             <C>            <C>            <C>                  <C>
Balance at March 31, 1996       $  (87,810) $   5,000  $   21,520,888  $ 2,697,405    $     2,035    $   24,137,518
                                ----------  ---------  --------------  -----------    -----------    --------------

Comprehensive Loss:
   Net change in net unrealized
     gains on marketable
     securities available for sale          -          -               -              -              (3,626)               (3,626)
   Net Loss                        (29,216)         -      (2,707,239)     (86,397)             -        (2,822,852)
                                ----------  ---------  --------------  -----------    -----------    --------------
Comprehensive Loss                 (29,216)         -      (2,707,239)     (86,397)        (3,626)       (2,826,478)
                                ----------  ---------  --------------  -----------    -----------    --------------

Balance at March 31, 1997         (117,026)     5,000      18,813,649    2,611,008         (1,591)       21,311,040
                                ----------  ---------  --------------  -----------    -----------    --------------

Comprehensive Income (Loss):
   Net change in net unrealized
     losses on marketable
     securities available for sale          -          -               -              -              7,468                 7,468
   Net Loss                        (34,096)         -      (3,159,426)    (109,368)             -        (3,302,890)
                                ----------  ---------  --------------  -----------    -----------    --------------
Comprehensive Income (Loss)        (34,096)         -      (3,159,426)    (109,368)         7,468        (3,295,422)
                                ----------  ---------  --------------  -----------    -----------    --------------

Balance at March 31, 1998         (151,122)     5,000      15,654,223    2,501,640          5,877        18,015,618
                                ----------  ---------  --------------  -----------    -----------    --------------

Comprehensive Income (Loss):
   Net change in net unrealized
     gains on marketable
     securities available for sale          -          -               -              -              (1,212)               (1,212)
   Net Income (Loss)               (17,130)         -      (1,587,285)       6,718              -        (1,597,697)
                                ----------  ---------  --------------  -----------    -----------    --------------
Comprehensive Income (Loss)        (17,130)         -      (1,587,285)       6,718         (1,212)       (1,598,909)
                                ----------  ---------  --------------  -----------    -----------    --------------

Balance at March 31, 1999       $ (168,252) $   5,000  $   14,066,938  $ 2,508,358    $     4,665    $   16,416,709
                                ==========  =========  ==============  ===========    ===========    ==============
The accompanying notes are an integral part of these combined financial statements.
</TABLE>


<PAGE>
                  BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

                        COMBINED STATEMENTS OF CASH FLOWS

                For the Years Ended March 31, 1999, 1998 and 1997
<TABLE>

                                                                   1999             1998              1997
                                                              -------------     -------------    ---------

<S>                                                          <C>                <C>             <C>
Cash flows from operating activities:
Net Loss                                                      $  (1,597,697)    $  (3,302,890)   $  (2,822,852)
 Adjustments to reconcile net loss to net cash
     provided by (used for) operating activities:
     Accretion of Original Issue Discount                          (115,250)         (106,661)         (98,713)
     Equity in losses of Local Limited Partnerships               1,420,053         1,546,727        2,546,404
     Bad debt expense                                                     -            32,665                -
     Extraordinary gain on cancellation of indebtedness                   -           (73,252)               -
     Loss on transfer and liquidation of interest
           in Local Limited Partnerships                                  -             4,182                -
     Provision for valuation of investments
       in Local Limited Partnerships                                      -         1,554,780                -
     Gain on sales and maturities of
       marketable securities                                         (5,607)           (3,130)            (396)
     Minority interest in income (losses) of
       Local Limited Partnerships                                         -               685             (706)
     Depreciation and amortization                                   28,860            84,320          112,181
     Increase (decrease) in cash arising from
      changes in operating assets and liabilities:
       Accounts receivable                                                -             7,943           14,245
       Mortgagee escrow deposits                                          -            13,345          (13,345)
       Tenant security deposits                                           -             3,639           (3,634)
       Other assets                                                   6,602           (25,447)          (6,430)
       Accounts payable to affiliates                               168,826           163,051          195,920
       Accounts payable and accrued expenses                       (331,732)          326,667            7,794
       Accrued interest                                                   -                 -           (1,879)
       Security deposits payable                                          -            (3,639)           1,614
                                                              -------------     -------------    -------------
Net cash provided by (used for) operating activities               (425,945)          222,985          (69,797)
                                                              -------------     -------------    -------------

Cash flows from investing activities:
   Investments in Local Limited Partnerships                       (100,000)          (59,640)               -
   Return of investment in Local Limited
     Partnership                                                          -                 -           18,929
   Advances to affiliate                                            (30,000)          (24,173)               -
   Purchases of marketable securities                              (700,187)       (1,794,815)        (890,245)
   Proceeds from sales and maturities of
     marketable securities                                          922,316         1,402,469          683,419
   Payment of acquisition expenses                                        -                 -          (15,990)
   Cash distributions received from Local
     Limited Partnerships                                           204,121            90,599          196,602
   Adjustment to cash upon liquidation
     of general partner interest in a
     Combined Entity                                                      -            (2,115)               -
   Purchase of rental property                                            -                 -         (260,604)
                                                              -------------     -------------    -------------
Net cash provided by (used for) investing activities                296,250          (387,675)        (267,889)
                                                              -------------     -------------    -------------


<PAGE>
                   BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

                  COMBINED STATEMENTS OF CASH FLOWS (continued)

                For the Years Ended March 31, 1999, 1998 and 1997



                                                                  1999                  1998            1997
                                                             -------------      ------------     --------
Cash flows from financing activities:
   Proceeds from mortgage notes payable                                 -                  -          233,487
   Payment of mortgage notes payable                                    -                  -           (3,473)
                                                            -------------       ------------     ------------
 Net cash provided by financing activities                              -                  -          230,014
                                                            -------------       ------------     ------------

Net decrease in cash and cash
   equivalents                                                   (129,695)          (164,690)        (107,672)

Cash and cash equivalents, beginning of year                      216,829            381,519          489,191
                                                            -------------       ------------     ------------

Cash and cash equivalents, end of year                      $      87,134       $    216,829     $    381,519
                                                            =============       ============     ============

Supplemental disclosure of cash flow activity:
   Cash paid for interest                                  $           -        $     22,275     $     36,670
                                                           =============        ============     ============
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
Non-cash disclosure:

See Note 8 for  discussion  on the change in control  of certain  Local  Limited
Partnerships.




<PAGE>
                    BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)


                   NOTES TO THE COMBINED FINANCIAL STATEMENTS


1.   Organization

Boston  Financial Tax Credit Fund Plus, A Limited  Partnership (the "Fund") is a
Massachusetts   limited  partnership   organized  to  invest  in  other  limited
partnerships  ("Local  Limited  Partnerships")  which own and operate  apartment
complexes  which are  eligible  for low income  housing tax credits  that may be
applied  against the federal income tax liability of an investor.  The Fund also
invests  in, for the  benefit  of the Class B Limited  Partners,  United  States
Treasury  obligations  from which the interest  coupons have been stripped or in
such interest coupons themselves (collectively "Treasury STRIPS"). The Fund used
approximately  28% of the Class B Limited  Partners'  capital  contributions  to
purchase  Treasury  STRIPS  with  maturities  of 13 to 18  years,  with a  total
redemption amount equal to the Class B Limited Partners' capital contributions.

Arch Street VI, Inc., a Massachusetts  corporation ("Arch Street, Inc."), is the
Managing General Partner of the Fund. Arch Street VI Limited  Partnership ("Arch
Street  L.P."),  a  Massachusetts  limited  partnership  whose  general  partner
consists of Arch Street,  Inc., is also a General  Partner.  Both of the General
Partners are affiliates of The Boston  Financial  Group Limited  Partnership,  a
Massachusetts  limited  partnership  ("Boston  Financial").  An affiliate of the
General  Partners ("SLP  Affiliate") is a special  limited partner in each Local
Limited  Partnership  in which  the Fund  invests,  with the  right to  become a
general partner under certain circumstances. The fiscal year of the Fund ends on
March 31.

The Fund offered two classes of Limited Partnership  Interests - Class A Limited
Partnership  Interests,  represented  by  Class A  Units,  and  Class B  Limited
Partnership  Interests,  represented by Class B Units. The capital contributions
of Class A Limited  Partners  available for  investment by the Fund are invested
entirely in Local Limited  Partnerships.  The capital  contributions  of Class B
Limited Partners  available for investment by the Fund are invested partially in
Local Limited Partnerships and partially in Treasury STRIPS.

The Partnership  Agreement authorized the sale of up to 100,000 Units of limited
partnership interests ("Units") at $1,000 per Unit. Boston Financial Securities,
Inc., an affiliate of the General  Partners,  received  selling  commissions and
underwriting advisory fees in the amount of 7.0% and 1.5%, respectively,  of the
Class A Gross Proceeds and 5.04% and 1.08%,  respectively,  of the Class B Gross
Proceeds  for Units sold by the entity as a  soliciting  dealer.  On January 11,
1994,  the Fund held its final  investor  closing.  In total,  the Fund received
$34,642,300 of capital contributions,  net of discounts, from investors admitted
as  Class A  Limited  Partners  for  34,643  Units  and  $3,290,000  of  capital
contributions,  net of  discounts,  from  investors  admitted as Class B Limited
Partners for 3,290 Units.

The Partnership Agreement provides that all cash available for distribution will
be allocated 99% to the Limited Partners and 1% to the General Partners. Sale or
refinancing proceeds generally will be distributed first to the Limited Partners
in an  amount  equal to their  adjusted  capital  contributions,  second  to the
General Partners in an amount equal to their capital contributions, third to the
General  Partners  (after payment of the 6% return as set forth in Section 4.2.3
of the  Partnership  Agreement  and  of  any  accrued  but  unpaid  Subordinated
Disposition Fee) in such amount as is necessary to cause the General Partners to
have  received 5% of all  distributions  to the Partners and lastly,  95% to the
Limited Partners and 5% to the General Partners.

Profits and losses for tax  purposes  arising from  general  operations  and tax
credits  generally  will be allocated 99% to the Limited  Partners and 1% to the
General Partners.  However, as set forth in the Partnership  Agreement,  profits
and losses for tax purposes arising from a sale or refinancing generally will be
allocated  among the  Partners  in such  manner as is  necessary  to cause their
respective capital accounts to reflect the amount that would be distributable to
them in accordance with the priorities set forth in the preceding paragraph,  if
all of the Fund's assets were sold for their federal adjusted basis and the Fund
were then liquidated.


<PAGE>
 BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


1.   Organization (continued)

All distributions of cash available for distribution or distributions of sale or
refinancing proceeds, and all allocations of profits and losses for tax purposes
from normal  operations and from a sale or refinancing or of tax credits,  which
are  distributed or allocated to the General  Partners,  will be allocated 1% to
Arch Street, Inc. and 99% to Arch Street L.P.

Because  each class of Limited  Partners  had a different  amount of its capital
contribution  available for investment by the Fund in Local Limited Partnerships
(100% for Class A Limited  Partners  and  approximately  72% for Class B Limited
Partners),  the two  classes  of  Limited  Partners  have  different  percentage
participation  as to  cash  distributions,  sale  or  refinancing  proceeds  and
allocation of profits,  losses and credits  attributable to investments in Local
Limited  Partnerships.  As such,  profits  and  losses for  financial  reporting
purposes are allocated 1% to the General Partners, 92.66% to the Class A Limited
Partners and 6.34% to the Class B Limited  Partners.  All profits and losses and
cash distributions attributable to Treasury STRIPS are allocable only to Class B
Limited Partners.

Under the terms of the Partnership  Agreement,  the Fund initially designated 4%
of the Adjusted Gross Proceeds  (which  generally means Gross Proceeds minus the
amounts  committed to the acquisition of Treasury STRIPS) from the sale of Units
as a reserve  for  working  capital  of the Fund and  contingencies  related  to
ownership of Local Limited Partnership  interests.  The Managing General Partner
may  increase  or  decrease  such  amounts  from  time  to  time,  as  it  deems
appropriate.  At March 31, 1999,  the Managing  General  Partner has  designated
approximately  $989,000 of cash, cash  equivalents and marketable  securities as
such Reserve.

2.   Significant Accounting Policies

Basis of Presentation and Combination

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

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

In October of 1993, an affiliate of the Fund's  Managing  General  Partners,  BF
Texas Limited  Partnership,  became an additional Local General Partner in three
Local Limited Partnerships (the "Texas  Partnerships").  As such, as of November
1, 1993, the Fund was deemed to have a controlling  financial  interest over the
Texas  Partnerships,  as set forth in  paragraph  22 of ARB 51.  During the year
ended March 31, 1996, control of two of these Texas Partnerships was transferred
to  unrelated  parties,  and as  such,  as of that  date,  these  Local  Limited
Partnerships  were  accounted  for on the equity method (see Note 8). During the
year ended March 31, 1997, the Managing  General Partner  transferred all of the
assets  of  these  two  Texas  Partnerships  subject  to  their  liabilities  to
unaffiliated entities. As previously reported, as of March 31, 1998 the Managing
General Partner  transferred all of the assets of the remaining Combined Entity,
Leatherwood, subject to its liabilities, to an unaffiliated entity.


<PAGE>

                 BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)
             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


2.   Significant Accounting Policies (continued)

Basis of Presentation and Combination (continued)

The  General  Partner  has  decided  to  report  results  of the  Local  Limited
Partnerships  on a 90-day  lag basis,  because  the Local  Limited  Partnerships
report  their  results on a calendar  year  basis.  Accordingly,  the  financial
information  of  the  Local  Limited   Partnerships  that  is  included  in  the
accompanying  combined financial statements is as of December 31, 1998, 1997 and
1996. As used herein,  the "Combined  Entities" refers to the Texas Partnership,
prior to the transfer of control and ownership referenced above.

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

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

Use of Estimates

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

Cash Equivalents

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

Marketable Securities and Other Investments

The  Fund's  marketable  securities  are  classified  as  "Available  for  Sale"
securities and reported at fair value as reported by the brokerage firm at which
the securities are held.  Realized gains and losses from the sales of securities
are based on the specific identification method. Unrealized gains and losses are
excluded from earnings and reported as a separate component of partners' equity.
The Fund accounts for its investments in Treasury STRIPS,  which are included in
other investments in the balance sheets,  using the effective interest method of
accretion for the original  issue  discount.  The Fund has the ability and it is
its intention to hold the Treasury  STRIPS until maturity.  Therefore,  they are
classified  as "Held to Maturity"  and are carried at cost plus the  adjustments
for the discount using the effective interest method.

Rental Property

Real estate and personal  property of the  Combined  Entity prior to the date of
disposition  were recorded at cost.  Valuation  allowances were established when
the carrying value of such assets exceeds their estimated  recoverable  amounts.
Depreciation  was computed  using the  straight-line  method over the  estimated
useful  lives of the  assets  of 7 to 40 years.  Maintenance  and  repairs  were
charged to expense as incurred.

In accordance with Financial  Accounting  Standard No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of",
the Fund has  implemented  policies and practices  for  assessing  impairment of
its real estate  assets and  investments in Local  Limited  Partnerships.  Each
asset is analyzed by real estate experts to determine if an impairment indicator
exists.  If so, the  carrying  value is  compared  to the  undiscounted  future
cash flows expected to be derived from the asset and, if there is a significant
impairment in value,  a  provision  to write down the asset to fair  value will
be charged against income.

<PAGE>

                BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


2.   Significant Accounting Policies (continued)

Rental Income

Rental  income,  principally  from  short-term  leases on the Combined  Entity's
apartment units prior to date of disposition, was recognized as income under the
accrual method of accounting as rents became due.

Effect of recently issued Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards  No. 130,  Reporting  Comprehensive  Income.  The standard
requires that changes in comprehensive  income be shown in a financial statement
that is displayed with the same  prominence as other financial  statements.  The
standard is effective for fiscal years  beginning  after  December 15, 1997. The
Fund adopted the new standard  effective April 1, 1998, and its adoption did not
have a  significant  effect on the  Fund's  financial  position  or  results  of
operations.  The only  component of the Fund's other  accumulated  comprehensive
income is net unrealized gains and losses on marketable securities.

Fair Value of Financial Instruments

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

Income Taxes

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

Reclassifications

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

3.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<S>                                      <C>               <C>            <C>               <C>
                                                              Gross             Gross
                                                           Unrealized       Unrealized          Fair
                                              Cost            Gains            Losses           Value
Debt securities issued by
   the US Treasury and other
   US government corporations
   and agencies                           $ 1,017,944        $   5,104      $     (748)      $ 1,022,300

Mortgage backed securities                    161,296              628            (319)          161,605
                                          -----------        ---------      ----------       -----------

Marketable securities
   at March 31, 1999                      $ 1,179,240        $   5,732      $   (1,067)      $ 1,183,905
                                          ===========        =========      ==========       ===========


<PAGE>
                  BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


3.   Marketable Securities (continued)

A summary of marketable securities is as follows:
                                                              Gross             Gross
                                                           Unrealized       Unrealized          Fair
                                              Cost            Gains            Losses           Value
Debt securities issued by
   the US Treasury and other
   US government corporation
   and agencies                           $ 1,288,646        $   7,069      $   (1,190)      $ 1,294,525

Mortgage backed securities                    107,116              267            (269)          107,114
                                          -----------        ---------      ----------       -----------

Marketable securities
   at March 31, 1998                      $ 1,395,762        $   7,336      $   (1,459)      $ 1,401,639
                                          ===========        =========      ===========      ===========
</TABLE>

The contractual maturities at March 31, 1999 are as follows:
                                                                            Fair
                                                   Cost                    Value

Due in less than one year                    $   468,798             $   470,765
Due in one year to five years                    549,146                 551,535
Mortgage backed securities                       161,296                 161,605
                                             -----------             -----------
                                             $ 1,179,240             $ 1,183,905
                                             ===========             ===========


Actual  maturities  for asset  backed  securities  may differ  from  contractual
maturities because some borrowers have the right to call or prepay  obligations.
Proceeds  from  sales of  marketable  securities  were  approximately  $525,000,
$592,000  and  $276,000  in fiscal  years  1999,  1998 and  1997,  respectively.
Proceeds  from  the  maturities  of  marketable  securities  were  approximately
$397,000,  $810,000 and  $407,000  during the fiscal years ended March 31, 1999,
1998 and 1997,  respectively.  Included in investment  income are gross gains of
$6,095,  $3,540  and $1,252  and gross  losses of $488,  $410 and $856 that were
realized on these sales in fiscal years 1999, 1998 and 1997,  respectively,  and
are included in investment income in the combined statements of operations.

4.   Investments in Local Limited Partnerships

The Fund uses the equity method to account for its limited partnership interests
in twenty-five Local Limited Partnerships,  excluding the Combined Entities (see
Note 8). Each of these Local Limited Partnerships owns and operates multi-family
housing complexes,  most of which are government assisted. The Fund, as Investor
Limited Partner  pursuant to the various Local Limited  Partnership  Agreements,
has acquired a  99% interest, except for Livingston Arms,  Metropolitan and New
Garden  Place,  in which  82%, 98.75%  and 97.9%  interests have been acquired,
respectively, in the profits, losses, tax credits and cash flows from operations
of each of the  Local Limited Partnerships.  Upon dissolution, proceeds will be
distributed according to each respective partnership agreement.



<PAGE>
                    BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


4.   Investments in Local Limited Partnerships (continued)
<TABLE>

The following is a summary of Investments in Local Limited Partnerships,
excluding the Combined Entities, at March 31:
<S>                                                          <C>                 <C>                 <C>
                                                               1999                1998                 1997
Capital contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
   Partnerships                                            $  26,857,518      $    26,757,518      $  28,192,878

Cumulative equity in losses of Local Limited
   Partnerships (excluding unrecognized
   losses of $206,380 and 1,114,301 in 1999
   and 1997, respectively)                                   (10,823,020)          (9,402,967)        (9,388,746)

Cash distributions received from Local Limited
   Partnerships                                                 (626,004)            (421,883)          (331,284)
                                                           -------------      ---------------      -------------

Investments in Local Limited Partnerships
   before adjustments                                         15,408,494           16,932,668         18,472,848

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                               1,122,226            1,122,226          1,168,545

   Accumulated amortization of acquisition
     fees and expenses                                          (186,340)            (157,480)          (129,976)
                                                           -------------      ---------------      -------------
                                                              16,344,380           17,897,414         19,511,417

Reserve for valuation                                         (1,554,780)          (1,554,780)                 -
                                                           -------------      ---------------      -------------
Investments in Local Limited Partnerships                  $  14,789,600      $    16,342,634      $  19,511,417
                                                           =============      ===============      =============
</TABLE>

During  the year  ended  March 31,  1996,  the Fund  established  a reserve  for
valuation of investments in Local Limited  Partnerships  equal to the investment
in Villas de Montellano. At March 31, 1997, the Fund wrote off its investment in
Villas  de  Montellano  against  the  established  reserve  due  to  the  remote
possibility of recovery.

The Fund has provided a reserve for  valuation  for four of its  investments  in
Local  Limited  Partnerships,  Bancroft  Court,  Phoenix  Housing,  Primrose and
Sycamore, because there is evidence of non-temporary declines in the recoverable
amount of the investments.

As  discussed  in Notes 2 and 8, as of March  31,  1998,  the  Managing  General
Partner  transferred  all of the  assets  of the  Texas  Partnerships  (Tamaric,
Northwest  and  Leatherwood),  subject  to their  liabilities,  to  unaffiliated
entities.



<PAGE>
                  BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

4.   Investments in Local Limited Partnerships (continued)

As  discussed  in Note 8, as of March 31, 1998,  the  Managing  General  Partner
 transferred  all of the assets of Capitol  Park  subject to its  liabilities to
an affiliated entity.

Summarized financial  information as of December 31, 1998, 1997 and 1996 (due to
the Fund's policy of reporting the  financial  information  of its Local Limited
Partnership  interests on a 90 day lag basis) of all Local Limited  Partnerships
in which the Fund has invested as of that date  (excluding the Combined Entities
through the date of disposition) is as follows:

Summarized Balance Sheets - as of December 31,
<TABLE>
                                                                1998                1997             1996
                                                            ------------        ------------     --------
<S>                                                        <C>                 <C>              <C>
Assets:
   Investment property, net                                 $ 69,053,346        $ 71,413,801     $ 74,654,414
   Current assets                                              2,039,137           1,948,305        1,297,435
   Other assets                                                3,869,751           4,084,126        5,621,032
                                                            ------------        ------------     ------------
     Total Assets                                           $ 74,962,234        $ 77,446,232     $ 81,572,881
                                                            ============        ============     ============

Liabilities and Partners' Equity:
   Current liabilities (includes current portion
     of long-term debt)                                     $  2,961,881        $  2,670,740     $  4,132,210
   Long-term debt                                             52,855,222          53,816,347       56,134,225
   Other debt                                                  2,630,760           2,402,905        2,245,256
                                                            ------------        ------------     ------------
     Total Liabilities                                        58,447,863          58,889,992       62,511,691

Fund's Equity                                                 14,927,073          16,763,725       17,448,026
Other Partners' Equity                                         1,587,298           1,792,515        1,613,164
                                                            ------------        ------------     ------------
     Total Liabilities and Partners' Equity                 $ 74,962,234        $ 77,446,232     $ 81,572,881
                                                            ============        ============     ============


Summarized Income Statements -
for the years ended December 31,

Rental and other income                                     $ 10,265,533        $ 10,191,319     $ 10,410,334
                                                            ------------        ------------     ------------

Expenses:
   Operating                                                   5,541,256           5,370,009        7,389,352
   Interest                                                    3,563,300           3,558,581        3,775,340
   Depreciation and amortization                               2,812,942           2,837,510        2,952,750
                                                            ------------        ------------     ------------
     Total Expenses                                           11,917,498          11,766,100       14,117,442
                                                            ------------        ------------     ------------

     Net Loss                                               $ (1,651,965)       $ (1,574,781)    $ (3,707,108)
                                                            ============        ============     ============

Fund's share of Net Loss                                    $ (1,626,433)       $ (1,546,727)    $ (3,660,705)
                                                            ============        ============     ============
Other partners' share of Net Loss                           $    (25,532)       $    (28,054)    $    (46,403)
                                                            ============        ============     ============
</TABLE>

For  the year ended March 31, 1999, the  Fund  has not recognized  $206,380  of
equity  in  losses  relating  to  three  Local  Limited  Partnerships  in  which
cumulative equity in losses have exceeded its total investment.

The Fund's equity as reflected by the Local Limited  Partnerships of $14,927,073
differs  from the  Fund's  investments  in  Local  Limited  Partnerships  before
adjustment of  $15,408,494  primarily  because of  differences in the accounting
treatment of miscellaneous items.


<PAGE>

                    BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)
                  NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


5.   Other Investments

Other  investments  consists  of  the  aggregate  cost  of the  Treasury  STRIPS
purchased  by the Fund for the  benefit  of the  Class B Limited  Partners.  The
amortized cost at March 31, 1999 and 1998 is composed of the following:

                                                         1999             1998
                                                      ------------       -------

   Aggregate cost of Treasury STRIPS               $   918,397       $   918,397
   Accumulated accretion of
     Original Issue Discount                           629,228           513,978
                                                   -----------       -----------
                                                   $ 1,547,625        $1,432,375
                                                   ===========        ==========

Maturity  dates for the STRIPS range from February 15, 2007 to May 15, 2010 with
a final maturity value of $3,290,000.

6.   Transactions with Affiliates

In  accordance  with the  Partnership  Agreement,  the Fund is  required  to pay
acquisition fees to and reimburse  acquisition  expenses of the Managing General
Partner or its affiliates for selecting,  evaluating,  structuring,  negotiating
and closing the Fund's  investments in Local Limited  Partnerships.  Acquisition
fees  totaled  7.0% of Adjusted  Gross  Proceeds.  Acquisition  expenses did not
exceed 1.5% of Adjusted Gross  Proceeds.  Acquisition  fees totaling  $2,590,827
(prior to the write off of Villas  de  Montellano,  the Texas  Partnerships  and
Capitol Park) have been paid to an affiliate of the Managing General Partner for
the closing of the Fund's Local Limited Partnership  Investments;  $2,138,541 of
these fees are classified as capital contributions to Local Limited Partnerships
in Note 4 of the Financial  Statements.  Acquisition  expenses totaling $825,516
were incurred and have been  reimbursed to an affiliate of the Managing  General
Partner.

An affiliate of the Managing General Partner currently  receives the base amount
of $6,533 per Local Limited Partnership (as adjusted by the CPI factor) annually
as the Asset Management Fee for administering the affairs of the Fund.  Included
in the combined  statements  of  operations  for the years ended March 31, 1999,
1998 and 1997 is $166,952, $170,028 and $179,719,  respectively,  of fees earned
by the  affiliate.  At March 31, 1999 and 1998,  the affiliate is due $1,195,815
and $1,028,863, respectively, for these fees.

An affiliate of the Managing  General  Partner is reimbursed for the actual cost
of the  Fund's  operating  expenses.  Included  in  general  and  administrative
expenses for the years ended March 31, 1999,  1998 and 1997 is $79,303,  $95,037
and  $92,130,  respectively,  that has been  paid or is  payable  by the Fund as
reimbursements for salaries and benefits  expenses.  At March 31, 1999 and 1998,
$15,401 and  $13,527,  respectively,  is payable to an affiliate of the Managing
General Partner.

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General Partner,  currently manages Pilot House and Preston Place, properties in
which the Fund has invested.  Included in operating  expenses in the  summarized
income statements in Note 4 to the Financial Statements is $76,877,  $78,722 and
$56,739 of fees earned by BFPM for the years ended  December 31, 1998,  1997 and
1996, respectively.

Lansing  Management  Company  ("LMC"),  an  affiliate  of the  Managing  General
Partner,  currently  manages  Linden  Square,  a property  in which the Fund has
invested.  Included in operating expenses in the summarized income statements in
Note 4 to the  Financial  Statements  is  $33,120,  $33,120  and $33,120 of fees
earned  by  LMC  for  the  years  ended  December  31,  1998,   1997  and  1996,
respectively.


<PAGE>
                  BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


6.   Transactions with Affiliates (continued)

LMC was also the  management  agent for the Texas Partnerships.  Included in the
combined statements of operations is $8,268 and $8,845 of fees earned by BFPM
for the years ended December 31, 1997 and 1996, respectively.

7.   Commitments

At March 31, 1999, the Fund has committed to make future  capital  contributions
and pay future purchase price  installments on its investment in a Local Limited
Partnership.  These  future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local  Limited  Partnership  Agreement and
total approximately $240,000.

8.   Transfer and Liquidation of Interests in Local Limited Partnerships

As previously  reported,  the Managing  General  Partner  transferred all of the
assets of  two of  the Texas Partnerships  (Tamaric and Northwest),  subject to
their  liabilities, to unaffiliated  entities.  The two Texas Partnerships  were
transferred to new owners effective May 31, 1996.

On September  23, 1997,  the Managing  General  Partner  transferred  all of the
assets  of  the  remaining  Texas  Partnership,   Leatherwood,  subject  to  its
liabilities,  to an unaffiliated entity. For financial reporting purposes,  loss
on  liquidation  of  interest  in  Local  Limited   Partnership  of  $4,182  and
extraordinary gain on cancellation of indebtedness of $73,252 were recognized in
the year ended March 31, 1998 as a result of this  transfer.  For tax  purposes,
this event resulted in both Section 1231 Gain and  Cancellation of  Indebtedness
income. In addition, the transfer of ownership resulted in a nominal  recapture
of tax credits, since Leatherwood represented only 0.6% of the Partnership's tax
credits.

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

As previously  reported,  the Local General  Partner of Capitol Park in Oklahoma
City,  Oklahoma filed a Chapter 7 liquidation  plan for the property  during the
second  quarter of 1997.  The Chapter 7 filing was  dismissed by the  Bankruptcy
Court after its review.  Therefore,  the Fund  recognized tax credit  recapture,
plus  interest,  and the  allocation  of taxable  income to the Fund,  which was
reflected on the 1997 tax return.  The Fund's  carrying value of this investment
for financial reporting purposes was zero; therefore, the transfer had no impact
on the Fund's operating results.


<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


9.   Federal Income Taxes
<TABLE>

A  reconciliation  of the loss reported in the Combined  Statements of
Operations  for the fiscal years ended March 31, 1999,  1998  and 1997 to the
loss reported for federal income tax purposes for the years ended December 31,
1998, 1997 and 1996 is as follows:
                                                               1999                   1998               1997
                                                           -------------          ------------      ---------

<S>                                                        <C>                    <C>               <C>
Net Loss per Combined Statement of Operations              $  (1,597,697)         $ (3,302,890)     $ (2,822,852)

   Adjustment to reflect March 31 fiscal year end
     to December 31 tax year end                                (413,357)               49,839           (26,333)

   Adjustment  for  equity  in  losses  of Local
     Limited  Partnerships  for tax purposes under
     (over) equity in losses for financial
     reporting purposes                                         (619,737)           (1,386,665)        1,347,065

   Equity in loss of Local Limited Partnership
     not recognized for financial reporting purposes                   -                     -        (1,114,301)

   Provision for valuation of investments in
     Local Limited Partnerships not deductible
     for tax purposes                                                   -            1,554,780                 -

   Expenses deductible for tax
     purposes not deductible for
     financial reporting tax purposes                                   -              (53,513)          (13,456)

   Related party expenses not paid at December 31,
     not deductible for tax purposes                              168,159              170,651           177,436

   Adjustment for amortization for tax purposes
     over amortization for financial reporting purposes           (11,948)             (10,314)          (10,204)
                                                           --------------       --------------      ------------

Net Loss for federal income tax purposes                   $   (2,474,580)      $   (2,978,112)     $ (2,462,645)
                                                           ==============       ==============      ============

</TABLE>

The  differences  in the assets and  liabilities  of the Fund for financial
reporting purposes and tax reporting purposes for the year ended March 31, 1999
are as follows:

<TABLE>
                                                           Financial             Tax
                                                             Reporting          Reporting
                                                             Purposes           Purposes             Differences

<S>                                                        <C>               <C>                  <C>
Investments in Local Limited Partnerships                  $  14,789,600     $  13,008,202        $      1,781,398
                                                           =============     =============        ================
Other assets                                               $   2,863,921     $   8,034,037        $     (5,170,116)
                                                           =============     =============        =================
Liabilities                                                $   1,236,812     $      21,780        $      1,215,032
                                                           =============     =============        =================
</TABLE>

The  differences  in the  assets  and  liabilities  of the  Fund  for  financial
reporting  purposes are primarily  attributable to: i) the cumulative  equity in
losses from  Local Limited Partnerships  for  tax reporting purposes is  approx-
imately $3,221,000 greater than for financial reporting  purposes,  ii)  organi-
zational and offering costs of approximately $5,132,000 that have been capital-
ized for tax reporting purposes but are charged to Limited Partners' equity for
financial  reporting  purposes;  and  iii) related  party  expenses  hich  are
deductible  for financial reporting  purposes  of approximately  $1,196,000  but
which  are  not  deductible  for  tax  reporting purposes.


<PAGE>
                 BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


9.   Federal Income Taxes (continued)

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

                                                            Financial             Tax
                                                             Reporting          Reporting
                                                             Purposes           Purposes             Differences

<S>                                                        <C>               <C>                  <C>
Investments in Local Limited Partnerships                  $  16,342,634     $  15,235,124        $      1,107,510
                                                           =============     =============        ================
Other assets                                               $   3,072,702     $   8,290,905        $     (5,218,203)
                                                           =============     =============        ================
Liabilities                                                $   1,399,718     $      30,990        $      1,368,728
                                                           =============     =============        ================
</TABLE>

The  differences  in the assets  and  liabilities of  the  Fund  for  financial
reporting  purposes are primarily  attributable to: i) the cumulative  equity in
losses  from  Local Limited Partnerships  for tax reporting purposes is approxi-
mately $2,602,000 greater than for financial reporting  purposes;  ii) organiza-
tional and offering costs of  approximately  $5,132,000 that have been  capital-
ized for tax reporting purposes but are charged to Limited Partners'  equity for
financial  reporting  purposes;  and iii)  related  party  expenses  which  are
deductible for financial reporting  purposes  of  approximately $1,029,000  but
which are not deductible for tax reporting purposes.



<PAGE>

Boston Financial Tax Credit Fund Plus, A Limited Partnership Schedule III - Real
Estate  and  Accumulated   Depreciation  of  Property  owned  by  Local  Limited
Partnerships Which Registrant has Invested at March 31, 1999

                               COST OF INTEREST AT
                                ACQUISITION DATE
                       ------------------------------------

<TABLE>
                                                                                              NET IMPROVEMENTS
                                 NUMBER        TOTAL                          BUILDINGS /        CAPITALIZED
                                   OF         ENCUM-                          IMPROVEMENTS      SUBSEQUENT TO
DESCRIPTION                       UNITS     BRANCES***          LAND          & EQUIPMENT        ACQUISITION
Low and Moderate
   Income Apartment Complexes
<S>                                  <C>      <C>               <C>               <C>                 <C>

Village Oaks/Leatherwood  (4)
  Yoakum, TX
Tamaric Apartments (3)
  Cedar Park, TX
Northwest Apartments (3)
  Georgetown, TX
Pilot House                           132      $3,274,745         $382,800         $5,680,595           $58,737
  Newport News, VA
Jardines                               60       2,615,980           90,000          3,204,272            97,565
  Juncos,Puerto Rico
Livingston Arms                        25         508,678           50,820          1,827,287          (23,683)
  Poughkeepsie, NY
Broadway Towers                        92       5,949,116          352,627          6,929,593           290,454
  Revere, MA
Phoenix Housing                        40       1,900,000           46,000          2,563,267             4,755
  Moorhead, MN
Cottages of Aspen                     114       4,705,000          413,024          4,375,829         1,297,606
  Oakdale, MN
45th & Vincennes                       19         656,840            5,173          1,320,445            27,647
  Chicago, IL
Long Creek Court                       14         552,994           20,000            686,849             8,779
  Kittrell, NC
Atkins Glen                            24         954,385           18,000          1,032,162           131,176
  Stoneville, NC
Tree Trail                            108       2,657,996          160,000          5,076,748         (126,277)
  Gainesville, FL
Meadow Wood                            88       2,635,392          240,300          4,175,452          (94,618)
  Smyrna,TN
Primrose                               48       1,087,211          234,269          1,704,025          (47,389)
  Grand Forks, ND
Sycamore                               48       1,260,376          143,966          1,677,505           186,912
  Sioux Falls, SD
Preston Place                         120       3,179,766        1,147,522          4,402,487           326,321
  Winchester, VA
Kings Grant Court                      36         896,673           43,000          1,664,102            10,726
  Statesville, NC
Chestnut Plains                        24         596,294           29,750            935,968             5,065
  Winston-Salem, NC
Capitol Park (5)
  Oklahoma City, OK
Bancroft Street                        97       1,304,726           51,289          2,366,139            39,417
  Toledo, OH
Hudson Square                          82         828,933           16,500          1,325,732             6,734
  Baton Rouge, LA
Walker Woods II                        19         818,895          120,263          1,292,998          (10,562)
  Dover, DE

</TABLE>

<PAGE>



Boston Financial Tax Credit Fund Plus, A Limited Partnership Schedule III - Real
Estate  and  Accumulated   Depreciation  of  Property  owned  by  Local  Limited
Partnerships Which Registrant has Invested at March 31, 1999
                          GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1998
                   -------------------------------------------------------------
<TABLE>
                                                                                                        LIFE ON
                                                                                                         WHICH
                                                 BUILDINGS                                           DEPRECIATION
                                 LAND AND           AND                     ACCUMULATED     DATE      IS COMPUTED      DATE
DESCRIPTION                    IMPROVEMENTS     IMPROVEMENTS     TOTAL     DEPRECIATION     BUILT       (YEARS)      ACQUIRED
-----------                    ------------     ------------     -----     ------------     -----       -------      --------
<S>                                  <C>          <C>         <C>              <C>          <C>       <C>            <C>

Low and Moderate
   Income Apartment
Complexes

Village Oaks/Leatherwood
(4)
  Yoakum, TX
Tamaric Apartments (3)
  Cedar Park, TX
Northwest Apartments (3)
  Georgetown, TX
Pilot House                          $382,800       $5,739,332 $6,122,132      $1,096,189 12/31/92     8, 20, 40     02/25/92
  Newport News, VA
Jardines                               90,000        3,301,837  3,391,837         684,976 02/28/92       5, 35       04/14/92
  Juncos,Puerto Rico
Livingston Arms                        50,820        1,803,604  1,854,424         434,954 05/01/92     5-7, 27.5     05/01/92
  Poughkeepsie, NY
Broadway Towers                       352,627        7,220,047  7,572,674       1,397,692 09/30/91     5-10, 40      06/02/92
  Revere, MA
Phoenix Housing                        46,000        2,568,022  2,614,022         435,627 09/30/92      10, 40       07/06/92
  Moorhead, MN
Cottages of Aspen                     273,023        5,813,436  6,086,459       1,155,333 11/30/92    7, 15-27.5     07/02/92
  Oakdale, MN
45th & Vincennes                        5,173        1,348,092  1,353,265         327,103 01/04/93   Useful Lives    06/26/92
  Chicago, IL
Long Creek Court                       20,000          695,628    715,628         109,165 01/01/92   Useful Lives    07/01/92
  Kittrell, NC
Atkins Glen                            14,000        1,167,338  1,181,338         172,292 01/15/93   Useful Lives    07/01/92
  Stoneville, NC
Tree Trail                            160,000        4,950,471  5,110,471       1,200,104 12/18/92      10, 30       10/30/92
  Gainesville, FL
Meadow Wood                           240,300        4,080,834  4,321,134       1,045,392 07/20/92      10, 30       10/30/92
  Smyrna,TN
Primrose                              186,602        1,704,303  1,890,905         260,203 12/28/92       7, 40       12/09/92
  Grand Forks, ND
Sycamore                              143,966        1,864,417  2,008,383         310,208 02/28/93       7, 40       12/17/92
  Sioux Falls, SD
Preston Place                       1,180,617        4,695,713  5,876,330       1,007,181 10/01/93     8, 20, 40     12/21/92
  Winchester, VA
Kings Grant Court                      43,000        1,674,828  1,717,828         459,126 07/30/92     15 - 27.5     12/23/92
  Statesville, NC
Chestnut Plains                        29,750          941,033    970,783         231,152 09/30/90     5, 10, 40     12/24/92
  Winston-Salem, NC
Capitol Park (5)
  Oklahoma City, OK
Bancroft Street                        51,289        2,405,556  2,456,845         508,381 12/18/92   Useful Lives    12/31/92
  Toledo, OH
Hudson Square                          16,500        1,332,466  1,348,966         323,578 11/30/92    4-10, 27.5     03/08/93
  Baton Rouge, LA
Walker Woods II                       233,263        1,169,436  1,402,699         300,536 10/29/93    7, 16, 27.5    06/11/93
  Dover, DE


</TABLE>

<PAGE>



Boston Financial Tax Credit Fund Plus, A Limited Partnership Schedule III - Real
Estate  and  Accumulated   Depreciation  of  Property  owned  by  Local  Limited
Partnerships Which Registrant has Invested at March 31, 1999
                               COST OF INTEREST AT
                                ACQUISITION DATE
                       ------------------------------------
<TABLE>


                                                                                              NET IMPROVEMENTS
                                 NUMBER        TOTAL                          BUILDINGS /        CAPITALIZED
                                   OF         ENCUM-                          IMPROVEMENTS      SUBSEQUENT TO
DESCRIPTION                       UNITS     BRANCES***          LAND          & EQUIPMENT        ACQUISITION
<S>                                  <C>        <C>                <C>             <C>               <C>

Low and Moderate
   Income Apartment Complexes
Vista Villa                           100       4,326,013               10          3,475,268         2,943,659
  Saginaw County, MI
Metropolitan Apartments                69       2,068,298           40,000          2,569,593         1,946,582
  Chicago, IL
Carolina Woods II                      40         890,202          100,189            694,813         1,011,026
  Greensboro, NC
Linden Square                         120       5,114,822          285,000            767,091         5,854,210
  Genesee County, MI
New Garden Place                       76       2,267,591           95,000          3,396,078                 0
  Gilmer, NC
Findley Place Apts                     89       2,720,000           64,787          3,465,022           111,828
  Minneapolis, MN

                                --------------------------------------------------------------------------------
                                ================================================================================
TOTAL                               1,684     $53,770,926       $4,150,289        $66,609,320       $14,056,670
                                ================================================================================

</TABLE>


<PAGE>




Boston Financial Tax Credit Fund Plus, A Limited Partnership Schedule III - Real
Estate  and  Accumulated   Depreciation  of  Property  owned  by  Local  Limited
Partnerships Which Registrant has Invested at March 31, 1999
                         GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1998
                ---------------------------------------------------------------

<TABLE>
                                                                                                             WHICH
                                                    BUILDINGS                                            DEPRECIATION
                                    LAND AND           AND                      ACCUMULATED      DATE     IS COMPUTED      DATE
DESCRIPTION                       IMPROVEMENTS     IMPROVEMENTS      TOTAL      DEPRECIATION    BUILT       (YEARS)      ACQUIRED
-----------                       ------------     ------------      -----      ------------    -----       -------      --------
<S>                                      <C>            <C>        <C>              <C>        <C>      <C>              <C>

Low and Moderate
   Income Apartment Complexes
Vista Villa                              773,930        5,645,007   6,418,937        1,230,659 10/20/94  5-7, 15, 27.5   08/04/93
  Saginaw County, MI
Metropolitan Apartments                   40,000        4,516,175   4,556,175          892,513 08/30/94  Useful Lives    08/19/93
  Chicago, IL
 Carolina Woods II                       100,189        1,705,839   1,806,028          187,992 08/19/94  Useful Lives    10/11/93
  Greensboro, NC
Linden Square                            319,130        6,587,171   6,906,301          741,070 12/31/94  Useful Lives    10/29/93
  Genesee County, MI
New Garden Place                         186,314        3,304,764   3,491,078          636,230 08/15/94   7, 15, 27.5    06/24/94
  Gilmer, NC
Findley Place Apts                       120,737        3,520,900   3,641,637          615,277 11/28/94  5-7, 15, 27.5   07/15/94
  Minneapolis, MN

                                ---------------------------------------------------------------
                                ===============================================================
TOTAL                                 $5,060,030      $79,756,249 $84,816,279      $15,762,933
                                ===============================================================
</TABLE>

 (1) The  aggregate  cost for  Federal  Income  Tax  purposes  is  approximately
$85,214,000.

(2) The Managing  General Partner of the Fund elected to abandon its interest in
Villas de Montellano, in Morovis, Puerto Rico, as of May 1, 1995.

(3) The Managing General Partner of the Fund transferred its interest in Tamaric
Apartments in Cedar Park, TX and Northwest  Apartments in  Georgetown,  TX as of
May 31, 1996.

(4) The Managing General Partner of the Fund transferred its interest in
Leatherwood in Toakum, TX  as of September 23, 1997.

(5) The Managing General Partner of the Fund transferred its interest in Capitol
Park in Oklahoma City, OK as of November 10, 1997.


                                             *** Mortgage      notes     payable
                                                 generally             represent
                                                 non-recourse    financing    of
                                                 low-income   housing   projects
                                                 payable  with terms of up to 40
                                                 years with interest  payable at
                                                 rates  ranging  from 5% to 11%.
                                                 The Fund has not guaranteed any
                                                 of   these    mortgage    notes
                                                 payable.



<PAGE>



Summary of property owned and accumulated depreciation:

Property Owned December 31, 1998
-----------------------------------------------------------------------
Balance at beginning of period                              $84,509,362
      Additions during period:
      Other acquisitions                          69,255
      Improvements etc.                          237,662
                                            -------------
                                                               306,917
   Deductions during period:
      Cost of real estate and fixed assets             0
      sold
      Write off of properties transferred              0
      Reclassification to intangible assets            0
                                            -------------
                                                                     0

                                                         ==============
Balance at close of period                                 $84,816,279
                                                         ==============

Property Owned December 31, 1997
-----------------------------------------------------------------------
Balance at beginning of period                             $85,046,368
      Additions during period:
      Other acquisitions                          37,008
      Improvements etc.                          162,930
                                            -------------
                                                               199,938

   Deductions during period:
      Write off of Properties transferred    (1,546,760)
      (4)
      Write off of Properties transferred      (736,944)
      (5)
      Eliminations Texas Partnerships 1996     1,546,760
                                            -------------
                                                             (736,944)

                                                         ==============
Balance at close of period                                 $84,509,362
                                                         ==============

Property Owned December 31, 1996
-----------------------------------------------------------------------
Balance at beginning of period                            $88,196,508
      Additions during period:
      Other acquisitions                           6,240
      Improvements etc.                          469,103
                                            -------------
                                                               475,343

   Deductions during period:
      Disposals                                 (24,964)
      Impairment of assets (5)               (2,455,826)
      Write off of Properties transferred      (884,089)
      (3)
      Eliminations Texas Partnerships 1996   (1,546,760)
      Eliminations Texas Partnerships 1995     1,286,156
                                            -------------
                                                           (3,625,483)

                                                         ==============
Balance at close of period                                 $85,046,368
                                                         ==============


Accumulated Depreciation December 31, 1998
------------------------------------------------------
Balance at beginning of period            $13,095,561
  Additions during period:                          0
     Depreciation                           2,667,372
Impairment of assets                                0

Balance at close of period                $15,762,933
                                         =============








Accumulated Depreciation December 31, 1997
------------------------------------------------------
Balance at beginning of period $10,391,954 Additions during period:
     Depreciation                           2,772,759
Write off of Properties transferred (4)     (819,363)
Write off of Properties transferred (5)      (69,152)
Eliminations Texas Partnerships 1996          819,363
                                         -------------
                                         =============
Balance at close of period                $13,095,561
                                         =============








Accumulated Depreciation December 31, 1996
------------------------------------------------------
Balance at beginning of period $8,230,924 Additions during period:
     Depreciation                           2,916,742
Impairment of assets                        (596,212)
Write off of Properties transferred (3)      (88,836)
Eliminations Texas Partnerships 1996        (819,363)
Eliminations Texas Partnerships 1995          748,694
                                         -------------
                                         =============
Balance at close of period                $10,391,949
                                         =============
<PAGE>

Carolina



[Letterhead]

[LOGO]
HALBERT, KATZ & CO., P.C.
Philadelphia, Pennsylvania

INDEPENDENT AUDITORS' REPORT

To the Partners
Carolina Woods Associates II, Limited Partnership
Wilmington, Delaware


We have audited the accompanying balance sheets of Carolina Woods Associates II,
Limited  Partnership  as of  December  31,  1998 and  December  31, 1997 and the
related  statements of income (loss),  partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
project's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our 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   statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  An audit also includes
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 presents fairly, in
all material  respects,  the financial position of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1998 and  December  31,  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 supporting  information  included in
the  report  (shown  on page 12) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Carolina Woods  Associates II, Limited  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 financial statements taken as a whole.

/s/ Halbert, Katz & Co., P.C.
January 29, 1999

<PAGE>




[Letterhead]

[LOGO]
HALBERT, KATZ & CO., P.C.
Philadelphia, Pennsylvania

INDEPENDENT AUDITORS' REPORT

To the Partners
Carolina Woods Associates II, Limited Partnership
Wilmington, Delaware


We have audited the accompanying balance sheets of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1997 and  December  31,  1996,  and the
related  statements of income (loss),  partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
project's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our 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   statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  An audit also includes
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 presents fairly, in
all material  respects,  the financial position of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1997 and  December  31,  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 supporting  information  included in
the  report  (shown  on page 11) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Carolina Woods  Associates II, Limited  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 financial statements taken as a whole.

/s/ Halbert, Katz & Co., P.C.
January 30, 1998

<PAGE>

[Letterhead]

[LOGO]
HALBERT, KATZ & CO., P.C.
Philadelphia, Pennsylvania

INDEPENDENT AUDITORS' REPORT

To the Partners
Carolina Woods Associates II, Limited Partnership
Wilmington, Delaware

We have audited the accompanying balance sheets of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1996 and  December  31,  1995,  and the
related  statements of income (loss),  partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
project's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our 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   statement  is  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  An audit also includes
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 presents fairly, in
all material  respects,  the financial position of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1996 and  December  31,  1995,  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 supporting  information  included in
the  report  (shown  on page 11) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Carolina Woods  Associates II, Limited  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 financial statements taken as a whole.

/s/ Halbert, Katz & Co., P.C.
January 30, 1997

<PAGE>

Walker Woods

[Letterhead]
[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS


To the Partners
Walker Woods Partners, II, L.P.
Dover, Delaware 19901

Independent Auditors Report


We have audited the  accompanying  balance sheets of Walker Woods Partners,  II,
L.P. as of December 31, 1998 and 1997, and the statements of income,  cash flows
and owners' equity for the years then ended. These financial  statements are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Walker Woods Partners, II, L.P.
as of December 31, 1998 and 1997, and the results of its operations and its cash
flows and owners'  equity for the years then ended in conformity  with generally
accepted accounting principles.


/s/ Patterson & Kelly, P.A.
PATTERSON & KELLY, P.A.
Dover, Delaware
February 25, 1999

<PAGE>

[Letterhead]
[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Walker Woods Partners, II, L.P.
Dover, Delaware 19901

Independent Auditors Report


We have audited the  accompanying  balance sheets of Walker Woods Partners,  II,
L.P. as of December 31, 1997 and 1996, and the statements of income,  cash flows
and owners' equity for the years then ended. These financial  statements are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Walker Woods Partners, II, L.P.
as of December 31, 1997 and 1996, and the results of its operations and its cash
flows and owners'  equity for the years then ended in conformity  with generally
accepted accounting principles.


/s/ Patterson & Kelly, P.A.
PATTERSON & KELLY, P.A.
Dover, Delaware
February 25, 1998

<PAGE>

Letterhead]
[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Walker Woods Partners, II, L.P.
Dover, Delaware 19901

Independent Auditors Report

We have audited the  accompanying  balance sheets of Walker Woods Partners,  II,
L.P. as of December 31, 1996 and 1995, and the statements of income,  cash flows
and owners' equity for the years then ended. These financial  statements are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Walker Woods Partners, II, L.P.
as of December 31, 1996 and 1995, and the results of its operations and its cash
flows and owners'  equity for the years then ended in conformity  with generally
accepted accounting principles.


/s/ Patterson & Kelly, P.A.
PATTERSON & KELLY, P.A.
Dover, Delaware
February 15, 1997

<PAGE>

jardines

[Letterhead]
[LOGO]
Jorge del Manzano Venegas, C.P.A.

INDEPENDENT AUDITOR'S REPORT

To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Juncos, Puerto Rico

I have audited the  accompanying  balance  sheets of Jardines  Limited  Dividend
Partnership, S.E., L.P., a Delaware limited partnership, as of December 31, 1998
and 1997 and the related  statements of operations,  changes in partners' equity
and of cash flows for the years then ended.  These financial  statements are the
responsibility of the Partnership and of its management. My responsibility is to
express an opinion on these financial statements based on my audit.

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

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


<PAGE>

J.D.M, C.P.A.
To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Page 2

My examinations were made primarily for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information included
in this report is  presented  for purposes of  additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subject  to the  auditing  procedures  applied in the  examination  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.

San Juan, Puerto Rico
January  21, 1999

/s/ Jorge del Manzano Venegas
Stamp no. 1443881 of the
Puerto Rico Society of CPA's
was affixed to the original

<PAGE>

 [Letterhead]

[LOGO]
Jorge del Manzano Venegas, C.P.A.

INDEPENDENT AUDITOR'S REPORT

To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Juncos, Puerto Rico

I have audited the  accompanying  balance  sheets of Jardines  Limited  Dividend
Partnership, S.E., L.P., a Delaware limited partnership, as of December 31, 1997
and 1996 and the related  statements of operations,  changes in partners' equity
and of cash flows for the years then ended.  These financial  statements are the
responsibility of the Partnership and of its management. My responsibility is to
express an opinion on these financial statements based on my audit.

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

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

<PAGE>

J.D.M, C.P.A.
To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Page 2

My examinations were made primarily for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information included
in this report is  presented  for purposes of  additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subject  to the  auditing  procedures  applied in the  examination  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.

San Juan, Puerto Rico
February 02, 1998
/s/ Jorge del Manzano Venegas
Stamp no. 1443881 of the
Puerto Rico Society of CPA's
was affixed to the original

<PAGE>

[Letterhead]
[LOGO]
Jorge del Manzano Venegas, C.P.A.

INDEPENDENT AUDITOR'S REPORT

To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Juncos, Puerto Rico

I have audited the  accompanying  balance  sheets of Jardines  Limited  Dividend
Partnership, S.E., L.P., a Delaware limited partnership, as of December 31, 1996
and 1995 and the related  statements of operations,  changes in partners' equity
and of cash flows for the years then ended.  These financial  statements are the
responsibility of the Partnership and of its management. My responsibility is to
express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material   respects,   the  financial  position  of  Jardines  Limited  Dividend
Partnership, S.E., L.P. as of December 31, 1996 and 1995, and the results of its
operations, the changes in its partners' equity and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

<PAGE>

J.D.M, C.P.A.
To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Page 2

My examinations were made primarily for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information included
in this report is  presented  for purposes of  additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subject  to the  auditing  procedures  applied in the  examination  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.

San Juan, Puerto Rico
February 14, 1997

/s/ Jorge del Manzano Venegas
Stamp no. 1366201 of the
Puerto Rico Society of CPA's
was affixed to the original

<PAGE>


[Letterhead]

[LOGO]
O. DOUGLAS COVINGTON, C.P.A., P.A.

To The Partners
New Garden Associates
A Limited Partnership
Greensboro, North Carolina


I have  audited the  accompanying  balance  sheets of New Garden  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.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial  position of New Garden Associates,  A 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.

/s/O. DOUGLAS COVINGTON
O. DOUGLAS COVINGTON, CPA
Greensboro, North Carolina
February 10, 1999

<PAGE>

[Letterhead]

[LOGO]
O. DOUGLAS COVINGTON, C.P.A., P.A.

To The Partners
New Garden Associates
A Limited Partnership
Greensboro, North Carolina

I have  audited the  accompanying  balance  sheets of New Garden  Associates,  A
Limited  Partnership,  as of  December  31,  1997  and  1996,  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.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

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

/s/O. DOUGLAS COVINGTON
O. DOUGLAS COVINGTON, CPA
Greensboro, North Carolina
February 10, 1998

<PAGE>

[Letterhead]
[LOGO]
O. DOUGLAS COVINGTON, C.P.A., P.A.

To The Partners
New Garden Associates
A Limited Partnership
Greensboro, North Carolina


I have  audited the  accompanying  balance  sheets of New Garden  Associates,  A
Limited  Partnership,  as of  December  31,  1996  and  1995,  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.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial  position of New Garden Associates,  A Limited
Partnership,  as of  December  31,  1996  and  1995,  and  the  results  of  its
operations,  changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

/s/O. DOUGLAS COVINGTON
O. DOUGLAS COVINGTON, CPA
Greensboro, North Carolina
February 10, 1997

<PAGE>


[Letterhead]
[LOGO]
Coopers & Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Broadway Tower Limited Partnership

In our opinion,  the accompanying  balance sheet, and the related  statements of
operations, partner's equity (deficiency), and cash flows present fairly, in all
material  respects,  the financial  position of the  Partnership at December 31,
1998,  and the results of its  operations  and its cash flows for the year ended
December 31, 1998, in conformity with generally accepted accounting  principles.
These  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 of these  statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 the opinion expressed above.

/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 29, 1999

<PAGE>

[Letterhead]
[LOGO]
Coopers & Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Broadway Tower Limited Partnership

We have  audited  the  accompanying  balance  sheet of  Broadway  Tower  Limited
Partnership as of December 31, 1997,  and the related  statements of operations,
partner's  equity  (deficiency),  and cash flow for the year then  ended.  These
financial  statements are the responsibility of the management of Broadway Tower
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  Broadway  Tower  Limited
Partnership as of December 31, 1997, and the results of its operations,  and its
cash  flow for the  year  then  ended  in  conformity  with  generally  accepted
accounting principles.

/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 30, 1998

<PAGE>

[Letterhead]
[LOGO]
Coopers & Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Broadway Tower Limited Partnership

We have  audited  the  accompanying  balance  sheet of  Broadway  Tower  Limited
Partnership as of December 31, 1996,  and the related  statements of operations,
partner's  equity  (deficiency),  and cash flow for the year then  ended.  These
financial  statements are the responsibility of the management of Broadway Tower
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  Broadway  Tower  Limited
Partnership as of December 31, 1996, and the results of its operations,  and its
cash  flow for the  year  then  ended  in  conformity  with  generally  accepted
accounting principles.

/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 31, 1997

<PAGE>


[Letterhead]
[LOGO]
ZINNER & CO.
Cleveland, Ohio

INDEPENDENT AUDITORS' REPORT

To the Partners
Bancroft Street Limited Partnership

We have  audited the  accompanying  balance  sheets of Bancroft  Street  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. 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 Bancroft  Street  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.

/s/Zinner & Co.
January 19, 1999

<PAGE>

 [Letterhead]
[LOGO]
ZINNER & CO.
Cleveland, Ohio

INDEPENDENT AUDITORS' REPORT

To the Partners
Bancroft Street Limited Partnership

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

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

/s/Zinner & Co.
January 27, 1998

<PAGE>

[Letterhead]
[LOGO]
ZINNER & CO.
Cleveland, Ohio
INDEPENDENT AUDITORS' REPORT

To the Partners
Bancroft Street Limited Partnership

We have  audited the  accompanying  balance  sheets of Bancroft  Street  Limited
Partnership  as of  December  31, 1996 and 1995 and the  related  statements  of
operations,  partners' equity (deficit) and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the 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 Bancroft  Street  Limited
Partnership  as of December 31, 1996 and 1995 and the results of its  operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

/s/Zinner & Co.
January 13, 1997

<PAGE>


[Letterhead]
[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

To the Partners
45TH & VINCENNES LIMITED PARTNERSHIP
Chicago, Illinois

We have  audited the  accompanying  balance  sheet of 45TH &  VINCENNES  LIMITED
PARTNERSHIP  (a Limited  Partnership)  as of December 31, 1998,  and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial.  An audit also includes  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 provided a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of 45TH &  VINCENNES  LIMITED
PARTNERSHIP  at December  31,  1998,  and its  operations,  changes in partners'
equity and its cash flows for the year then ended,  in conformity with generally
accepted accounting principles.

/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692
February 13, 1999

<PAGE>

[Letterhead]
[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

To the Partners
45TH & VINCENNES LIMITED PARTNERSHIP
Chicago, Illinois

We have  audited the  accompanying  balance  sheet of 45TH &  VINCENNES  LIMITED
PARTNERSHIP  (a Limited  Partnership)  as of December 31, 1997,  and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial.  An audit also includes  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 provided a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of 45TH &  VINCENNES  LIMITED
PARTNERSHIP  at December  31,  1997,  and its  operations,  changes in partners'
equity and its cash flows for the year then ended,  in conformity with generally
accepted accounting principles.

/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692


January 29, 1998

<PAGE>

 [Letterhead]
[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

To the Partners
45TH & VINCENNES LIMITED PARTNERSHIP
Chicago, Illinois

We have  audited the  accompanying  balance  sheet of 45TH &  VINCENNES  LIMITED
PARTNERSHIP  (a Limited  Partnership)  as of December 31, 1996,  and the related
statements  of  operations,  changes in partners'  equity and  statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial.  An audit also includes  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 provided a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of 45TH &  VINCENNES  LIMITED
PARTNERSHIP  at December  31,  1996,  and its  operations,  changes in partners'
equity and its cash flows for the year then ended,  in conformity with generally
accepted accounting principles.

/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692

January 21, 1997

<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership II
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Duluth Limited Partnership II
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 Duluth Limited  Partnership II
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  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 8 to the
financial statements,  the Partnership has suffered recurring vacancies and cash
deficiencies  that raise  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 8. The financial  statements to not included any adjustments  that might
result from the outcome of this uncertainty.

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 19, 1999, except for Note 9, as to which the date is January 25, 1999,

<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership II
Wahpeton, North Dakota

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

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

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note 8 to the
financial statements,  the Partnership has suffered recurring vacancies and cash
deficiencies  that raise  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 8. The financial  statements to not included any adjustments  that might
result from the outcome of this uncertainty.

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

<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

The Partners
Duluth Limited Partnership II
Wahpeton, North Dakota

We have audited the accompanying balance sheets of Duluth Limited Partnership II
as of December  31, 1996 and 1995,  and the related  statements  of  operations,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as 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 Duluth Limited  Partnership II
as of December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.


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

<PAGE>



[Letterhead]

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

INDEPENDENT AUDITOR'S REPORT

The Partners
Dakota Square Manor Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance sheets of Dakota Square Manor 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 Dakota Square Manor 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.

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 19, 1999, except for Note 10, as to which the date is January 25, 1999.

 <PAGE>

[Letterhead]

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

INDEPENDENT AUDITOR'S REPORT

The Partners
Dakota Square Manor Limited Partnership
Wahpeton, North Dakota

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

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

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

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

<PAGE>

 [Letterhead]

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

INDEPENDENT AUDITOR'S REPORT


The Partners
Dakota Square Manor Limited Partnership
Wahpeton, North Dakota

We have audited the  accompanying  balance sheets of Dakota Square Manor Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our 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 Dakota Square Manor Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

<PAGE>


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

INDEPENDENT AUDITOR'S REPORT

The Partners
Phoenix Housing Limited Partnership
Wahpeton, North Dakota

We have  audited the  accompanying  balance  sheets of Phoenix  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 Phoenix  Housing  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.

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 22, 1999, except for Note 9 as to which the date is January 25, 1999.

<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

The Partners
Phoenix Housing Limited Partnership
Wahpeton, North Dakota

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

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

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

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

<PAGE>

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

INDEPENDENT AUDITOR'S REPORT

The Partners
Phoenix Housing Limited Partnership
Wahpeton, North Dakota

We have  audited the  accompanying  balance  sheets of Phoenix  Housing  Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our 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 Phoenix  Housing  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

<PAGE>


[Letterhead]
[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois

We have  audited  the  accompanying  balance  sheet of  METROPOLITAN  APARTMENTS
LIMITED  PARTNERSHIP  (a Limited  Partnership)  as of December 31, 1998, and the
related  statements of profit and loss (HUD 92410),  changes in partners' equity
and statement of cash flows for the year then ended. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
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 METROPOLITAN APARTMENTS LIMITED
PARTNERSHIP  at December  31,  1998,  and its  operations,  changes in partners'
equity and its cash flows for the year then ended,  in conformity with generally
accepted accounting principles.

/s/Haran & Associates LTD
Wilmette, Illinois
January 21, 1999

<PAGE>

 [Letterhead]
[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois

We have  audited  the  accompanying  balance  sheet of  METROPOLITAN  APARTMENTS
LIMITED  PARTNERSHIP  (a Limited  Partnership)  as of December 31, 1997, and the
related  statements of profit and loss (HUD 92410),  changes in partners' equity
and statement of cash flows for the year then ended. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
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 METROPOLITAN APARTMENTS LIMITED
PARTNERSHIP  at December  31,  1997,  and its  operations,  changes in partners'
equity and its cash flows for the year then ended,  in conformity with generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will continue as a going concern.  As discussed in the notes to the
financial statements,  the Partnership is several months delinquent on its first
mortgage which raised substantial doubt about its ability to continue as a going
concern.  the  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/Haran & Associates LTD
Wilmette, Illinois
January 23, 1998

<PAGE>
 [Letterhead]

[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT


To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois

We have  audited  the  accompanying  balance  sheet of  METROPOLITAN  APARTMENTS
LIMITED  PARTNERSHIP  (a Limited  Partnership)  as of December 31, 1996, and the
related  statements of profit and loss (HUD 92410),  changes in partners' equity
and statement of cash flows for the year then ended. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
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 METROPOLITAN APARTMENTS LIMITED
PARTNERSHIP  at December  31,  1996,  and its  operations,  changes in partners'
equity and its cash flows for the year then ended,  in conformity with generally
accepted accounting principles.

/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner;  James E.Haran (847) 853-2580

January 17, 1997

<PAGE>


[Letterhead]
[LOGO]
MILLER WELLE HEISER

INDEPENDENT AUDITOR'S REPORT

To the Partners
Cottage Homesteads of Aspen Limited Partnership
St. Paul, Minnesota

We have  audited  the  balance  sheets of COTTAGE  HOMESTEADS  OF ASPEN  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. 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 COTTAGE  HOMESTEADS OF ASPEN
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.

/s/Miller, Welle, Heiser & Co, Ltd.
MILLER, WELLE, HEISER & CO., LTD.
Certified Public Accountants
St. Cloud, Minnesota
January 25, 1999

<PAGE>

[Letterhead]
[LOGO]
MILLER WELLE HEISER

INDEPENDENT AUDITOR'S REPORT

To the Partners
Cottage Homesteads of Aspen Limited Partnership
St. Paul, Minnesota

We have  audited  the  balance  sheets of COTTAGE  HOMESTEADS  OF ASPEN  LIMITED
PARTNERSHIP  as of December  31, 1997 and 1996,  and the related  statements  of
income,  partners'  equity,  and cash  flows for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

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

/s/Miller, Welle, Heiser & Co, Ltd.
MILLER, WELLE, HEISER & CO., LTD.
Certified Public Accountants

St. Cloud, Minnesota
January 28, 1998

<PAGE>

[Letterhead]
[LOGO]
MILLER WELLE HEISER

INDEPENDENT AUDITOR'S REPORT

To the Partners
Cottage Homesteads of Aspen Limited Partnership
St. Paul, Minnesota

We have  audited  the  balance  sheets of COTTAGE  HOMESTEADS  OF ASPEN  LIMITED
PARTNERSHIP  as of December  31, 1996 and 1995,  and the related  statements  of
income,  partners'  equity,  and cash  flows for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the 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 COTTAGE  HOMESTEADS OF ASPEN
LIMITED  PARTNERSHIP  as of December  31, 1996 and 1995,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

/s/Miller, Welle, Heiser & Co, Ltd.
MILLER, WELLE, HEISER & CO., LTD.
Certified Public Accountants

St. Cloud, Minnesota
January 25, 1997

<PAGE>


[Letterhead]
[LOGO]
DIXON ODOM, P.L.L.C.
Highpoint, NC

INDEPENDENT AUDITORS' REPORT

To the Partners
Kings Grant Court Limited Partnership
Raleigh, North Carolina

We have audited the  accompanying  balance  sheets of Kings Grant Court  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.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as 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 Kings Grant Court  Limited
Partnership  as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended on the basis of accounting described
in Note A.


/s/ Dixon Odom, P.L.L.C.
January 15, 1999

<PAGE>

[Letterhead]
[LOGO]
DIXON ODOM, P.L.L.C.
Highpoint, NC

INDEPENDENT AUDITORS' REPORT

To the Partners
Kings Grant Court Limited Partnership
Raleigh, North Carolina

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

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


/s/ Dixon Odom, P.L.L.C.
January 23, 1998

<PAGE>

[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P.
Highpoint, NC

INDEPENDENT AUDITORS' REPORT

To the Partners
Kings Grant Court Limited Partnership
Raleigh, North Carolina

We have audited the  accompanying  balance  sheets of Kings Grant Court  Limited
Partnership  as of  December  31, 1996 and 1995 and the  related  statements  of
operations, partners' equity (deficit), and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

As described  in Note A, the  Partnership's  policy is to prepare its  financial
statements on the accounting  basis used for federal income tax purposes,  which
is a comprehensive  basis of accounting other than generally accepted accounting
principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Kings Grant Court  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended,  on the  basis  of  accounting
described in Note A.

/s/ Dixon, Odom & Co., L.L.P.
February 7, 1997

<PAGE>

[Letterhead]
[LOGO]
DIXON ODOM, P.L.L.C.
Highpoint, NC
INDEPENDENT AUDITORS' REPORT

To the Partners
Chestnut Plains Limited Partnership
Raleigh, North Carolina

We have  audited the  accompanying  balance  sheets of Chestnut  Plains  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.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as 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 Chestnut  Plains  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.

/s/ Dixon Odom, P. L.L.C.
January 19, 1999

<PAGE>

 [Letterhead]
[LOGO]
DIXON ODOM, P.L.L.C.
Highpoint, NC
INDEPENDENT AUDITORS' REPORT

To the Partners
Chestnut Plains Limited Partnership
Raleigh, North Carolina

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

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

/s/ Dixon Odom, P. L.L.C.
January 23, 1998

<PAGE>

[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P.

INDEPENDENT AUDITORS' REPORT

To the Partners
Chestnut Plains Limited Partnership
Raleigh, North Carolina

We have  audited the  accompanying  balance  sheets of Chestnut  Plains  Limited
Partnership  as of  December  31, 1996 and 1995 and the  related  statements  of
operations, partners' equity (deficit), and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Chestnut  Plains  Limited
Partnership  as of December 31, 1996 and 1995 and the results of its  operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/ Dixon, Odom & Co. L.L.P.
February 7, 1997

<PAGE>


[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P.
Highpoint, NC
INDEPENDENT AUDITORS' REPORT

To the Partners
Long Creek Court Limited Partnership
Raleigh, North Carolina

We have  audited the  accompanying  balance  sheets of Long Creek Court  Limited
Partnership  as of  December  31, 1996 and 1995 and the  related  statements  of
operations, partners" equity (deficit), and cash flows for the years then ended.
These  financial   statements  are  the   responsibility  of  the  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.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as 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  materiel  respects,  the  financial  position of Long Creek  Court  Limited
Partnership  as of December 31, 1996 and 1995 and the results of its  operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principle.

/s/Dixon, Odom & Co. L.L.P.
January 26, 1997

<PAGE>


[LOGO]
JOHN D. SCHULER

Independent Auditor's Report

To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey

We  have  audited  the  accompanying  balance  sheets  of  Prince  Hall  Housing
Associates,   Limited,  An  Oklahoma  Limited  Partnership,   Section  8  Number
OK56-E000-014,  as of December 31, 1996, and 1995, and the related statements of
income and  expense,  changes in partners'  (deficiency)  and cash flows for the
year ended December 31, 1996. These financial  statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Prince Hall Housing Associates,
Limited,  as of December 31, 1996,  and 1995,  and the results of its operations
and the  changes  in  partners'  (deficiency)  and cash flows for the year ended
December 31, 1996, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will continue as a going concern.  As described more fully in Notes
13  and  14,  shown  in  the  financial  statements,  the  Partnership  incurred
significant  operating losses including the year ended December 31, 1996, and as
of that date, had a working capital deficiency of $663,737.

The  Company  is not aware of any  alternate  sources  of  capital  to meet such
demands,  if made. Those conditions raise  substantial doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments  that might result from the outcome of this  uncertainty  except
for the  recognition of the impairment  loss through the statement of profit and
loss.

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 January 18, 1997, on our
consideration  of Prince Hall Housing  Associates,  Limited's  internal  control
structure and reports dated  January 18, 1997, on its  compliance  with specific
requirements applicable to major HUD programs,  specific requirements applicable
to Affirmative Fair Housing,  and specific  requirements  applicable to nonmajor
HUD program transactions.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial   statements  taken  as  a  whole.   The  accompanying   supplementary
information  shown on pages 17 to 23 is  presented  for  purposes of  additional
analysis  and 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 financial  statements
taken as a whole.

/s/John D. Schuler
Tulsa, Oklahoma
January 18, 1997


<PAGE>


[Letterhead]
[LOGO]
Mahoney Ulbrich Christiansen Russ, P.A.

Independent Auditors' Report

To the Partners,
Exodus/Lyndale/Windsor Limited Partnership:

We have  audited  the  accompanying  balance  sheets  of  Exodus/Lyndale/Windsor
Limited  Partnership (a Minnesota  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.  The  financial
statements  of  Exodus/Lyndale/Windsor  Limited  Partnership  as of December 31,
1997,  were  audited by other  auditors  whose  report  dated  January 21, 1998,
expressed an unqualified opinion on these statements.

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

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


/s/ Mahoney, Ulbrich, Christiansen & Russ P.A.
St. Paul, Minnesota
February 3, 1999

<PAGE>

[Letterhead]
[LOGO]
BERC &
FOX LIMITED

Independent Auditors' Report

To the Partners,
Exodus/Lyndale/Windsor Limited Partnership:

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

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

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


/s/ Berc & Fox Limited
Minneapolis, Minnesota
January 23, 1998

<PAGE>

[Letterhead]
[LOGO]
BERC &
FOX LIMITED

Independent Auditors' Report

To the Partners,
Exodus/Lyndale/Windsor Limited Partnership:

We have  audited  the  accompanying  balance  sheets  of  Exodus/Lyndale/Windsor
Limited  Partnership (a Minnesota  Limited  Partnership) as of December 31, 1996
and 1995, and the related  statements of operations,  partners'  equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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 Exodus/Lyndale/Windsor  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.


/s/ Berc & Fox Limited
Minneapolis, Minnesota
January 23, 1997

<PAGE>


[Letterhead]
[LOGO]
HUNGERFORD & CO. Certified Public Accountants
Southgate, Michigan

To the Partners
Vista Villa/MHT Limited Dividend Housing
   Association Limited Partnership
Southfield, Michigan

We have  audited  the  accompanying  Balance  Sheet of Vista  Villa/MHT  Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   limited
partnership),  MSHDA Development No. 906 as of December 31, 1998 and the related
Statements of Profit and Loss,  Partners' Equity and Cash Flow for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  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 Vista  Villa/MHT  Limited
Dividend Housing  Association  Limited  Partnership at December 31, 1998 and the
results  of its  operations  and its  cash  flow  for the year  then  ended,  in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February 10, 1999 on our consideration of Vista Villa/MHT Limited Dividend
Housing Association Limited Partnership's  internal control structure and on its
compliance with laws and regulation.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a  whole.  The  supplementary  data 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 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.

/s/Hungerford & Co
February 11, 1999

<PAGE>

[Letterhead]
[LOGO]
HUNGERFORD & CO. Certified Public Accountants
Southgate, Michigan

To the Partners
Vista Villa/MHT Limited Dividend Housing
   Association Limited Partnership
Southfield, Michigan

We have  audited  the  accompanying  Balance  Sheet of Vista  Villa/MHT  Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   limited
partnership),  MSHDA Development No. 906 as of December 31, 1997 and the related
Statements of Profit and Loss,  Partners' Equity and Cash Flow for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  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 Vista  Villa/MHT  Limited
Dividend Housing  Association  Limited  Partnership at December 31, 1997 and the
results  of its  operations  and its  cash  flow  for the year  then  ended,  in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February 12, 1998 on our consideration of Vista Villa/MHT Limited Dividend
Housing  Association  Limited  Partnership's  internal  control  structure and a
report dated February 11, 1998 on its compliance with laws and regulation.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a  whole.  The  supplementary  data 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 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.

/s/Hungerford & Co
February 11, 1998


<PAGE>

[Letterhead]
[LOGO]
HUNGERFORD & CO. Certified Public Accountants
Southgate, Michigan

To the Partners
Vista Villa/MHT Limited Dividend Housing
   Association Limited Partnership
Southfield, Michigan

We have  audited  the  accompanying  Balance  Sheet of Vista  Villa/MHT  Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   limited
partnership),  MSHDA Development No. 906 as of December 31, 1996 and the related
Statements of Profit and Loss,  Partners' Equity and Cash Flow for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  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 Vista  Villa/MHT  Limited
Dividend Housing  Association  Limited  Partnership at December 31, 1996 and the
results  of its  operations  and its  cash  flow  for the year  then  ended,  in
conformity with generally accepted accounting principles.

In accordance with Government Auditing  Standards,  we have also issued a report
dated February 12, 1997 on our consideration of Vista Villa/MHT Limited Dividend
Housing  Association  Limited  Partnership's  internal  control  structure and a
report dated February 12, 1997 on its compliance with laws and regulation.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a  whole.  The  supplementary  data 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 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.

/s/Hungerford & Co
February 12, 1997

<PAGE>


[Letterhead]
[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITOR'S REPORT

To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Linden Square Dividend Housing
Association Limited Partnership,  MSHDA Development No.: 918, as of December 31,
1998,  and the related  statements of profit and loss (on HUD Form No.,  92410),
partners'  equity  (deficit)  and cash  flows  for the year  than  ended.  These
financial statements are the responsibility of the partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as whole.  The supplemental  information on pages 22
through  25 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
related to the basic financial statements taken as a whole.

In  accordance  with  Government  Auditing  Standards,  we have also issued is a
report dated  January 23, 1999 on our  consideration  of Linden  Square  Limited
Dividend Housing Association Limited Partnership's internal control and a report
dated January 23, 1999 on its compliance with laws and regulations applicable to
the financial statements.

/s/Reznick Fedder  & Silverman
Charlotte, North Carolina
January 23, 1999

<PAGE>



[Letterhead]
[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITOR'S REPORT

To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership

We have audited the  financial  statements  on Linden  Square  Dividend  Housing
Association Limited  Partnership,  MSHDA Development No.: 918, as of and for the
year ended  December 31, 1997, and have issued our report thereon dated February
6, 1998.

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.

The management of the Linden Square Limited Dividend Housing Association Limited
Partnership is responsible for establishing and maintaining internal control. In
fulfilling  this  responsibility,  estimates  and  judgments by  management  are
required to assess the  expected  benefits and related  costs of  controls.  The
objectives of internal control. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of controls.  The objectives of internal control are to provide management
with reasonable, but not absolute, assurance that assets are safeguarded against
loss from  unauthorized  use or disposition,  that  transactions are executed in
accordance with  management's  authorization and recorded property to permit the
preparation of the financial  statements in accordance  with generally  accepted
accounting principles.  Because of inherent limitations in any internal control,
errors,  fraud or instances or noncompliance  may nevertheless  occur and not be
detected.  Also,  projection  of any  evaluation  of internal  control to future
periods in subject to the risk that procedures may become inadequate  because of
changes in  conditions or that the  effectiveness  of the design of controls may
deteriorate.

 In planning and  performing  our audit of the  financial  statements  of Linden
Square Limited Dividend  Housing  Association  Limited  Partnership for the year
ended December 31, 1997, we obtained an  understanding of the design of relevant
controls  and  determined  whether  they have been placed in  operation,  and we
assessed  control risk in order to  determine  our  auditing  procedure  for the
purpose of expressing our opinion on the financial statements and not to provide
an opinion on internal control. Accordingly, we do not express such n opinion.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established b the American Institute of Certified Pubic Accountants.  A material
weakness is a  reportable  condition  in which the design or operation of one or
more of the specific  internal  control elements does not reduce to a relatively
low level the risk that  errors or fraud 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 and its
operations that we consider to be material weaknesses as defined above.

Additionally,  no  management  letter was issued in relation to our audit of the
financial  statements  of Linden Square  Limited  Dividend  Housing  Association
Limited Partnership as of and for the year ended December 31, 1997.

This report is intended for the information of management and the Michigan State
Housing Development Authority. However, this report is a matter of public record
and its distribution in not limited.

/s/Reznick Fedder & Silverman
Charlotte, North Carolina
February 6, 1998

<PAGE>


[Letterhead]
[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITOR'S REPORT

To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information on pages 18
through  21 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. <PAGE> In accordance with
Government  Auditing  Standards,  we have also issued a report dated January 30,
1997 on our consideration of Linden Square Limited Dividend Housing  Association
Limited Partnership's  internal control structure and a report dated January 30,
1997 on laws and regulations applicable to the financial statements.

/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 30, 1997

<PAGE>

Tree Trail

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report


The Partners
Tree Trail Apartments, A Limited Partnership:


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

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

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


/s/ KPMG Peat Marwick LLP
February 26, 1999

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Tree Trail Apartments, A Limited Partnership:

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

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

/s/ KPMG Peat Marwick LLP
February 16, 1998

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Tree Trail Apartments, A Limited Partnership:

We  have  audited  the  balance  sheets  of Tree  Trail  Apartments,  A  Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
loss,  partners'  capital,  and cash  flows  for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as 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 Tree Trail  Apartments,  A
Limited  Partnership  as of December  31, 1996 and 1995,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.


/s/ KPMG Peat Marwick LLP
February 6, 1997

<PAGE>

MEADOW WOOD

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Meadow Wood Townhomes, A Limited Partnership:

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Meadow Wood  Townhomes,  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.


/s/ KPMG Peat Marwick LLP
February 26, 1999

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Meadow Wood Townhomes, A Limited Partnership:

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

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


/s/ KPMG Peat Marwick LLP
February 16, 1998

<PAGE>

[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report

The Partners
Meadow Wood Townhomes, A Limited Partnership:


We have  audited  the  balance  sheets  of  Meadow  Wood  Townhomes,  A  Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
loss,  partners'  capital,  and cash  flows  for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as 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 Meadow Wood  Townhomes,  A
Limited  Partnership  as of December  31, 1996 and 1995,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.


/s/ KPMG Peat Marwick LLP
January 29, 1997

<PAGE>

99 livingston

[Letterhead]
[LOGO]
Richard J. Bellew

Independent Auditor's Report

To the Partners,
99 Livingston Associates, L.P.

I have audited the accompanying balance sheet of 99 LIVINGSTON ASSOCIATES,  L.P.
(the  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. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 99 LIVINGSTON  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.


/s/ Richard J. Bellew
Garrison, New York
February 12, 1999
<PAGE>

[Letterhead]
[LOGO]
Richard J. Bellew

Independent Auditor's Report

To the Partners,
99 Livingston Associates, L.P.

I have audited the accompanying balance sheet of 99 LIVINGSTON ASSOCIATES,  L.P.
(the  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. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 99 LIVINGSTON  ASSOCIATES,  L.P. as
of December  31, 1997 and the results of its  operations  and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ Richard J. Bellew
Garrison, New York
February 17, 1998

<PAGE>

[Letterhead]
[LOGO]
Richard J. Bellew

Independent Auditor's Report

To the Partners,
99 Livingston Associates, L.P.

I have audited the accompanying balance sheet of 99 LIVINGSTON ASSOCIATES,  L.P.
(the  Partnership)  as of  December  31,  1996  and the  related  statements  of
operations,  partners'  capital  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 99 LIVINGSTON  ASSOCIATES,  L.P. as
of December  31, 1996 and the results of its  operations  and its cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ Richard J. Bellew

Garrison, New York
February 17, 1997

<PAGE>



(Letterhead]
[LOGO]
POST, FORD & GUSTAVSON

Independent Auditor's Report

To the Partners
Hudson Square Apartments Company
Houston, Texas

We have  audited the  accompanying  balance  sheet of Hudson  Square  Apartments
Company Project No. 064-44036,  (a Limited  Partnership) as of December 31, 1998
and the related statements of income,  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
and with  generally  accepted  government  auditing  standards for financial and
compliance audits 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 HUD Project No. 064-44036 at
December  31,  1998 and the  results of its  operations,  charges  in  partners'
capital and its 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 January 31, 1999, on our
consideration of Hampton Village Limited  Partnership's  internal  control,  and
reports  dated January 31, 1999, on its  compliance  with specific  requirements
applicable  to major  HUD  programs  and  specific  requirements  applicable  to
Affirmative Fair Housing.

/s/Post Ford & Gustovson
Shreveport, Louisiana
January 31, 1999

<PAGE>

[Letterhead]
[LOGO]
POST, FORD & GUSTAVSON

Independent Auditor's Report

To the Partners
Hudson Square Apartments Company
Houston, Texas

We have  audited the  accompanying  balance  sheet of Hudson  Square  Apartments
Company Project No. 064-44036,  (a Limited  Partnership) as of December 31, 1997
and the related statements of income,  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
and with  generally  accepted  government  auditing  standards for financial and
compliance audits 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 HUD Project No. 064-44036 at
December  31,  1997 and the  results of its  operations,  charges  in  partners'
capital and its 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 January 31, 1998, on our
consideration of Hampton Village Limited  Partnership's  internal  control,  and
reports  dated January 31, 1998, on its  compliance  with specific  requirements
applicable  to major  HUD  programs  and  specific  requirements  applicable  to
Affirmative Fair Housing.

/s/Post Ford & Gustovson
Shreveport, Louisiana
January 31, 1998

<PAGE>

[Letterhead]
[LOGO]
POST, FORD & GUSTAVSON

Independent Auditor's Report

To the Partners
Hudson Square Apartments Company
Houston, Texas


We have  audited the  accompanying  balance  sheet of Hudson  Square  Apartments
Company Project No. 064-44036,  (a Limited  Partnership) as of December 31, 1996
and the related statements of income,  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
and with  generally  accepted  government  auditing  standards for financial and
compliance audits 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 HUD Project No. 064-44036 at
December 31, 1996 and the results of its  operations  and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole. The supporting data included in the reports (shown
on pages 13 through 17) are presented  for the purposes of  additional  analysis
and are not a required part of the  financial  statements of the HUD Project No.
064-44036.  Such  information  has been  subjected  to the  auditing  procedures
applied in the audit of the financial  statements and, in our opinion, is fairly
presented in all material respects in relation to the financial statements taken
as a whole.

/s/Post Ford & Gustovson
Shreveport, Louisiana
February 10, 1997

<PAGE>


[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Glen Allen, Virginia

Independent Auditors' Report

To the Partners
Pilot House Associates, L.P.

We have audited the accompanying balance sheet of Pilot House Associates,  L.P.,
a Virginia Limited Partnership (the "Partnership"), as of December 31, 1998, and
the related  statements of operations,  changes in partners'  capital,  and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  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.  These  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes 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 assets,  liabilities and partners' capital of Pilot
House  Associates,  L.P. at 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 31,  1999,  on our  consideration  of Pilot  House  Associations'
internal  control over financial  reporting,  and on 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  financial
statements taken as a whole. The additional information provided by the Virginia
Housing  Development  Authority  included herein in 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, is fairly staed in all material
respects in related to the financial statements taken as a whole.

/s/L.P. Martin & Company P.C.
January 31, 1999

<PAGE>

[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Glen Allen, Virginia

Independent Auditors' Report

To the Partners
Pilot House Associates, L.P.

We have audited the accompanying balance sheet of Pilot House Associates,  L.P.,
a Virginia Limited Partnership (the "Partnership"), as of December 31, 1997, and
the related  statements of operations,  changes in partners'  capital,  and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  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 assets,  liabilities and partners' capital of Pilot
House  Associates,  L.P. at December 31, 1997, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/L.P. Martin & Company P.C.
January 28, 1998

<PAGE>

[Letterhead]

[LOGO]
L.P. MARTIN & COMPANY

Independent Auditors' Report
Glen Allen, Virginia

To the Partners
Pilot House Associates, L.P.

We have audited the accompanying statement of assets,  liabilities and partners'
capital of Pilot House  Associates,  L.P., a Virginia  Limited  Partnership (the
"Partnership"),  as  of  December  31,  1996,  and  the  related  statements  of
operations,  changes  in  partners'  capital,  and cash  flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  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 assets,  liabilities and partners' capital of Pilot
House  Associates,  L.P. at December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/L.P. Martin & Company P.C.

January 29, 1997

<PAGE>


[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Glen Allen, Virginia

Independent Auditors' Report

To the Partners
Pilot House Associates, L.P.

We have audited the accompanying balance sheet of Pilot House Associates,  L.P.,
a Virginia Limited Partnership (the "Partnership"), as of December 31, 1998, and
the related  statements of operations,  changes in partners'  capital,  and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management.  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 assets,  liabilities and partners' capital of Pilot
House  Associates,  L.P. at December 31, 1998, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/L.P. Martin & Company P.C.
January 28, 1999

<PAGE>

[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Glen Allen, Virginia

Independent Auditors' Report

To the Partners
Preston Place Associates, L.P.

We have audited the  accompanying  balance  sheet of Preston  Place  Associates,
L.P., a Virginia  Limited  Partnership (the  "Partnership"),  as of December 31,
1997, and the related  statements of operations,  changes in partners'  capital,
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. 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 assets,  liabilities and partners' capital of Preston
Place  Associates,  L.P. at December 31, 1997, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/L.P. Martin & Company P.C.
January 28, 1998

<PAGE>

[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Glen Allen, Virginia

Independent Auditors' Report

To the Partners
Preston Place Associates, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital of Preston Place Associates,  L.P., a Virginia Limited  Partnership (the
"Partnership"),  as  of  December  31,  1996,  and  the  related  statements  of
operations,  changes  in  partners'  capital,  and cash  flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  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 assets,  liabilities and partners' capital of Preston
Place  Associates,  L.P. at December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/L.P. Martin & Company P.C.
January 29, 1997



<PAGE>