June 27, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

         Boston Financial Tax Credit Fund Plus, A Limited Partnership
         Annual Report on Form 10-K for the Year Ended March 31, 1997
         Commission File Number 0-22104


Gentlemen:

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/Veronica J. Curioso
Veronica J. Curioso
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, 1997                                         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)                                    (I.R.S. Employer
                                                            Identification No.)
  101 Arch Street, 16th Floor
  Boston, Massachusetts                                    02110-1106
(Address of Principal executive office)                    (Zip Code)

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

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

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

             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, 1997


<PAGE>




                                                        K-7
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, 1997

                                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 8      Financial Statements and Supplementary Data             K-19
     Item 9      Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                 K-19

PART III

     Item 10     Directors and Executive Officers
                  of the Registrant                                      K-20
     Item 11     Management Remuneration                                 K-21
     Item 12     Security Ownership of Certain Beneficial
                  Owners and Management                                  K-21
     Item 13     Certain Relationships and Related Transactions          K-22

PART IV

     Item 14     Exhibits, Financial Statement Schedule and
                  Reports on Form 8-K                                    K-25

SIGNATURES                                                               K-26


<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 has
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.  Therefore,  as of March 31, 1997,  one
remaining Texas Partnership is 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>


                                     TABLE A

                               SELECTED LOCAL LIMITED
                                 PARTNERSHIP DATA
                                    (Unaudited)
<CAPTION>

Properties owned by                                                                      Date Interest
Local Limited Partnerships*                          Location                              Acquired
<S>                                                  <C>                                  <C>   

     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
</TABLE>

*        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.

**       On May 31, 1996, 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 Managing  General
         Partner  is working on a plan to  transfer  the title to the  remaining
         Texas Partnership  (Leatherwood) to an unaffiliated buyer. The transfer
         will occur subsequent to March 31, 1997.

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,  1997,  the
following  Local Limited  Partnerships  have a common Local  General  Partner or
affiliated  group  of  Local  General  Partners  accounting  for  the  specified
percentage of the original  investment in Local Limited  Partnerships:  (i) Tree
Trail and Meadow Wood,  representing  12.94%, have Flournoy  Development Company
and John Flournoy as Local General Partners; (ii) Long Creek Court, Atkins Glen,
Kings Grant Court and Chestnut Plains, representing 4.68%, have Gordon Blackwell
and MBG  Investment  Inc. as Local  General  Partners;  (iii)  Phoenix  Housing,
Primrose and  Sycamore,  representing  6.10%,  have Jerry Meide  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 16.27%, 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.

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  suppress  the  ability of the
Local Limited  Partnerships to generate  operating cash flow.  Since most of the
properties benefit from some form of government assistance,  the 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.  To economize on direct and indirect payroll costs, 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 two of the Texas  Partnerships  and the disposition of
Villas  de  Montellano,   the  Fund  owns  limited   partnership   interests  in
twenty-seven Local Limited Partnerships,  which own and operate Properties, some
of which benefit from some form of federal,  state or local assistance  programs
and all of which qualify for the Tax Credits added to the Code by the Tax Reform
Act of 1986. The Fund's ownership interest in each Local Limited  Partnership is
generally 99%, except for Livingston  Arms,  Metropolitan  and New Garden Place,
where the Fund's ownership interest is 82%, 98.75% and 97.9%, respectively.

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

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>



<CAPTION>


                                                       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         1997               1997               1996             Subsidy*         1997
-----------------------------  ------------   ----------------    -------------    -------------------    ---------    -------------
<S>                                     <C>   <C>                  <C>                 <C>                  <C>              <C>

Division of Boston Financial
   Texas Properties Limited
   Partnership VI (formerly,
   Yoakum-Village Oaks
   Housing Associates, LTD)**(A)
Leatherwood Terrace
Yoakum, TX                              40   $    176,212          $176,212            $739,994             FmHA              88%

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           3,312,571             None             100%

Jardines Limited Dividend
     Partnership, S.E., L.P.
Jardines de Juncos
Juncos, PR                              60        604,781           604,781           2,626,623             FmHA             100%


</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                                      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          1997                1997                 1996            Subsidy*         1997
---------------------------  -------------   ----------------    -------------     ---------------------   -----------  ------------
<S>                                  <C>         <C>              <C>                 <C>                   <C>              <C>

99 Livingston Associates, L.P.
Livingston Arms
Poughkeepsie, NY                      25         1,114,686        1,114,686             543,383             None              92%

Broadway Tower Limited
     Partnership
Broadway Tower
Revere, MA                            92         2,350,000        2,350,000           6,019,855             Section 8        100%

Phoenix Housing, L.P.
Phoenix Housing
Moorhead, MN                          40           457,810          457,810           1,970,000             Section 8         90%

Cottage Homesteads of Aspen
     Limited Partnership
Cottages of Aspen
Oakdale, MN                          114         1,027,333        1,027,333           4,800,000             None              97%

45th & Vincennes Limited
     Partnership
45th & Vincennes
Chicago, IL                           19           689,080          689,080             677,485             Section 8         94%

Long Creek Court Limited
     Partnership
Long Creek Court
Kittrell, NC                          14           120,476          120,476             555,936             FmHA             100%

</TABLE>

<PAGE>
<TABLE>


<CAPTION>


                                                      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           1997                1997               1996           Subsidy*          1997
----------------------------  -------------   ------------------   --------------  ---------------------  ---------- ---------------
<S>                                 <C>          <C>             <C>                 <C>                    <C>              <C>

Atkins Glen Limited Partnership
Atkins Glen
Stoneville, NC                       24            205,574         205,574             959,375              FmHA              92%

Tree Trail Apartments,
     A Limited Partnership
Tree Trail
Gainesville, FL                     108          2,060,143       2,060,143           2,698,463              None              98%

Meadow Wood Townhomes,
     A Limited Partnership
Meadow Wood
Smyrna, TN                           88          1,742,671       1,742,671           2,695,743              None              99%

Dakota Square Manor
     Limited Partnership
Primrose
Grand Forks, ND                      48            674,557         674,557           1,106,063             None               96%

Duluth Limited Partnership II
Sycamore
Sioux Falls, ND                      48            657,000         657,000           1,287,938             None               85%
 
Preston Place Associates, L.P.
Preston Place
Winchester, VA                      120          2,300,000       2,300,000           3,252,334             None               98%

</TABLE>


<PAGE>
<TABLE>
<CAPTION>




                                                    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          1997              1997              1996              Subsidy*          1997
---------------------------    ----------    ----------------  --------------   --------------------    ---------   ----------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Kings Grant Court
     Limited Partnership
Kings Grant Court
Statesville, NC                      36          708,530           708,530            914,846              None             100%

Chestnut Plains Limited
     Partnership
Chestnut Plains
Winston-Salem, NC                    24          319,810           319,810            611,612              None             100%

Prince Hall Housing Associates,
     Limited
Capitol Park
Oklahoma City, OK                   184        1,495,000         1,495,000          1,570,000              Section 8         66%

Bancroft Street Limited
     Partnership
Bancroft Court
Toledo, OH                           97          902,340           902,340          1,364,959              Section 8         80%

Hudson Square Apartments
     Company (A Limited
     Partnership)
Hudson Square
Baton Rouge, LA                      82          554,670           554,670            927,939              Section 8         98%

Walker Woods Partners, II, L.P.
Walker Woods II
Dover, DE                            19          591,429           591,429            852,262              None             100%

</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                                                     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        1997               1997               1996              Subsidy*            1997
----------------------------- ------------   ---------------  -----------------  --------------------   ----------   ---------------
<S>                                <C>         <C>              <C>                 <C>                    <C>              <C>

Vista Villa Limited Dividend
     Housing Association
     Limited Partnership
Vista Villa
Saginaw County, MI                 100         1,204,762        1,204,762           4,612,432              None             100%

Metropolitan Apartments
     Limited Partnership
Metropolitan
Chicago, IL                         69         2,296,714        1,896,714           2,074,978              Section 8         56%

Carolina Woods Associates II,
     Limited Partnership
Carolina Woods II
Greensboro, NC                      40           750,238          750,238             929,233              None              98%

Linden Square Limited Dividend
     Housing Association
     Limited Partnership
Linden Square
Genesee County, MI                 120         1,299,774        1,299,774           5,453,467              None              99%

New Garden Associates,
     Limited Partnership
New Garden Place
Gilmer, NC                          76         1,269,794        1,269,794           2,292,852              None              99%


</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                                  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         1997               1997                1996               Subsidy*           1997
-------------------------- -------------   ---------------- ---------------    ---------------------    ------------   ------------
<S>                            <C>          <C>              <C>                  <C>                     <C>              <C>

Exodus/Lyndon/Windsor,
     Limited Partnership
Findley Place Apartments
Minneapolis, MN                   89             716,000          716,000           2,885,000             None             100%
                               ------        ------------    ------------        ------------
                               1,908          28,769,092       28,369,092          57,735,343
                               ======
     Less** Combined Entity                      176,212          176,212             739,994
                                            ------------     ------------        ------------
                                            $ 28,592,880     $ 28,192,880         $56,995,349
                                            ============     ============         ===========
</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)         On May 31, 1996, 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   had  total  capital
                contributions  and  mortgage  payable  amounts of  $152,222  and
                $727,023,  respectively,  at the date of transfer.  The Managing
                General  Partner is working on a plan to transfer the  remaining
                Texas  Partnership  (Leatherwood) to an unaffiliated  buyer. The
                transfer will occur subsequent to March 31, 1997.




<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 March 31, 1997, there were 2,055 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.  As of  November  1, 1993,  all
intercompany  balances and  transactions  that relate to the Texas  Partnerships
have been eliminated.
<TABLE>
<CAPTION>
                                           March 31,       March 31,        March 31,        March 31,        March 31,
                                             1997             1996            1995             1994             1993
                                          ------------    -------------    ------------    --------------    ------------
<S>                                      <C>            <C>              <C>             <C>                <C>   

Revenue (E)                              $    257,145   $      314,443   $     290,327   $    426,449         $291,963
Equity in losses of Local Limited
   Partnerships (E)                       (2,546,404)      (2,034,515)     (2,048,621)    (2,102,783)        (774,944)
Extraordinary gain on forgiveness
   of indebtedness                                  -          643,509               -              -                -
   Per Limited Partnership Unit (A):
     Class A Unit                                   -            17.21               -              -                -
     Class B Unit                                   -            12.39               -              -                -
Accretion of original issue discount           98,713           91,595          84,533         78,234           53,169
Net Loss                                  (2,822,852)      (2,427,884)     (2,957,453)    (2,419,200)        (804,285)
   Per Limited Partnership Unit (A):
     Class A Unit                             (78.15)          (67.39)         (81.37)        (66.80)          (41.79)
     Class B Unit                             (26.26)          (20.68)         (32.89)        (24.32)           (0.49)
Cash, cash equivalents and marketable
    securities (E)                          1,380,214        1,284,290       1,608,658      6,590,255       13,519,783
Other investments                           1,325,714        1,227,001       1,135,406      1,050,873          972,639
Investments in Local Limited
   Partnerships, at original cost          29,738,338       29,738,338      29,738,338     25,218,364       18,512,132
Total assets (B)                           22,989,174       25,382,895      28,836,803     31,738,376       32,338,944
Total liabilities (E)                       1,678,819        1,245,356       2,312,235      2,349,018          398,924
Other Data:
Passive loss (C)                          (2,879,273)      (3,272,132)     (3,208,044)    (2,760,037)        (777,928)
   Per Limited Partnership Unit (A):
     Class A Unit                             (77.02)          (87.52)         (85.81)        (73.83)          (68.26)
     Class B Unit                             (55.45)          (63.02)         (61.78)        (53.15)          (49.15)
Portfolio income (C)                          268,300          211,584         396,729        694,665            9,721
   Per Limited Partnership Unit (A):
     Class A Unit                                7.19             5.66           10.61          16.55            13.04
     Class B Unit (D)                           34.69            31.31           32.85          34.93            20.84
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)              -                -
Low-Income Housing Tax Credit (C)           5,769,841        5,790,896       4,886,427      3,696,088        1,029,851
   Per Limited Partnership Unit (A):
     Class A Unit                              154.33           154.90          130.70          98.86            66.86
     Class B Unit                              111.12           111.52           94.10          71.18            48.14
</TABLE>



Item 6.  Selected Financial Data (continued)
<TABLE>
<CAPTION>

                                           March 31,       March 31,        March 31,        March 31,        March 31,
                                             1997             1996            1995             1994             1993
                                          ------------    -------------    ------------    --------------    ------------
<S>                                            <C>                  <C>             <C>            <C>              <C>  

Recapture of Low-Income
   Housing Tax Credits (C)                     43,133                -               -              -                -
   Per Limited Partnership Unit (A):
     Class A Unit                                1.15                -               -              -                -
     Class B Unit                                 .83                -               -              -                -
Local Limited Partnership interests
   owned at end of period (F)                      27               29              30             28               23

</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, for the
     years  ended March 31,  1997,  1996,  1995 and 1994 and a weighted  average
     number of units outstanding of 19,012 and 2,389 for Class A Units and Class
     B Units, respectively, for the year ended March 31, 1993.

(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 $97,097, $89,592, $82,949, $75,692 and $36,545 of accretion of the
     Original  Issue  Discount for the calendar  years ended  December 31, 1996,
     1995, 1994, 1993 and 1992, respectively, which is allocable only to holders
     of Class B Units.

(E)  Revenue for the years ended March 31, 1997,  1996,  1995 and 1994  includes
     $123,962,  $252,861, $246,926 and $70,456,  respectively,  of total revenue
     from the Texas Partnerships. Equity in losses of Local Limited Partnerships
     for the years ended March 31,  1997,  1996,  1995 and 1994 does not include
     $69,939,  $25,589,  $93,745  and  $22,845,  respectively,  from  the  Texas
     Partnerships  that have been combined  with the Fund's loss.  Cash and cash
     equivalents  and marketable  securities at March 31, 1997,  1996,  1995 and
     1994 includes $332, $23,002, $31,258 and $15,266, respectively, of cash and
     cash  equivalents  from  the  Texas  Partnerships  (other  than  the  Texas
     Partnerships  described in (F) below) that is included in the combined cash
     and cash  equivalents of the  Partnership.  Total  liabilities at March 31,
     1997,  1996,  1995 and 1994 includes  $769,008,  $527,203,  $1,743,177  and
     $1,661,812, respectively, from the Texas Partnerships.

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



<PAGE>



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

Liquidity and Capital Resources

At March 31, 1997, the Fund,  including the Combined  Entity,  had cash and cash
equivalents  of $381,519  as  compared  with  $489,191  at March 31,  1996.  The
decrease is primarily  attributable  to cash used for  operations,  purchases of
marketable  securities  in excess of  proceeds  from  sales  and  maturities  of
marketable  securities and the purchase of rental property and equipment.  These
decreases are partially offset by cash distributions received from Local Limited
Pratnerships and proceeds from the mortgage note payable of the Combined Entity.

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 $289,000 have been withdrawn from the
Reserve account to pay legal and other fees relating to various property issues.
This amount includes  approximately $286,000 relating to the Texas Partnerships.
At March  31,  1997,  approximately  $929,000  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, 1997, 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 $400,000.

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,  1997,  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.  In addition to the $286,000 noted above, the Fund has also advanced
approximately $38,000 to the Texas Partnerships to fund operating deficits.

Cash Distributions

No cash  distributions  were made during the years ended March 31, 1997, 1996 or
1995. It is not expected that cash available for  distribution,  if any, will be
significant  during the 1997 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 1997  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

1997 versus 1996

The  Partnership's  results  of  operations  for the year ended  March 31,  1997
resulted in a net loss of $2,822,852 as compared to a net loss of $2,427,884 for
the same period in 1996. The increase in net loss is primarily  attributable  to
an increase in equity in losses of Local Limited Partnerships, the non-existence
of a gain on  cancellation  of  indebtedness  and a decrease in rental  revenue.
These  increases  to net loss are  partially  offset by decreases in general and
administrative,  rental  operations and interest  expense items,  an increase in
investment  revenue  and  the  non-existence  of  a  reserve  for  valuation  of
investments  in Local  Limited  Partnerships  and a provision  for  valuation of
rental property.  The increase in equity in losses of Local Limited Partnerships
is  primarily  due to  one  of  the  Local  Limited  Partnerships  incurring  an
impairment  loss during the year ended December 31, 1996. In fiscal 1996,  there
was a  provision  for  valuation  of  rental  property  for  one  of  the  Texas
Partnerships  which was offset by a gain on  cancellation  of  indebtedness.  In
addition,  fiscal 1996  experienced a provision for valuation of  investments in
Local  Limited  Partnerships  for  the  two  disposed  Texas  Partnerships.   No
provisions  for  valuation of  investments  in Local  Limited  Partnerships were
necessary in fiscal 1997.  The decrease in general and  administrative  expenses
was due to a decrease in expenses paid on behalf of the Texas Partnerships.  The
decreases in rental revenue and rental operations and interest expenses were due
to the  exclusion  of  two of the  Texas  Partnership's  operations  which  were
previously combined. Please refer to the section entitled "Property Discussions"
included in this Item.  The increase in investment  revenue is  attributable  to
favorable market conditions for the sale of marketable securities.

Low Income Housing Tax Credits

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.  The 1993 Tax  Credits per Unit were $98.86 and $71.18
for Class A Unit and Class B Unit investors,  respectively. The 1992 Tax Credits
per Unit were  $66.86 and  $48.14  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 two
Texas Partnerships resulted in nominal recapture of tax credits, since the Texas
Partnerships represented only 2% of the Partnership's tax credits.

As of  December  31,  1996,  the  tax  year  end of the  properties,  all of the
properties  owned  by the  Local  Limited  Partnerships  in  which  the Fund has
invested  have been placed in service.  All of these  properties  generated  tax
credits in 1996.

The Managing  General Partner  estimates that the 1997 Tax Credits  allocated to
investors  will be  approximately  $154 per Unit for Class A Unit  investors and
$112 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.

1996 versus 1995

The Fund's results of operations for the year ended March 31, 1996 resulted in a
net loss of  $2,427,884  as  compared to a net loss of  $2,957,453  for the same
period  in  1995.  The  decrease  in net  loss is  primarily  attributable  to a
cancellation of indebtedness income and a decrease in general and administrative
and property management fee expenses.  Additionally, there was a decrease in the
provision for valuation of investments in Local Limited  Partnerships  from 1995
to 1996.  These decreases to net loss are offset by a provision for valuation of
rental property. During the calendar year ended December 31, 1995, Village Oaks,
a Texas Limited  Partnership,  transferred  its obligation to Rural Economic and
Community Development ("RECD"),  formerly the Farmers Home Administration of the
U.S.  Department of Agriculture,  in the amount of $794,855 to Boston  Financial
Texas  Properties  Limited  Partnership  VI, also known as  Leatherwood  Terrace
("Leatherwood").  See "Property  Discussions" for additional  information on the
transfer of Partnership interest. In conjunction with this transfer, Leatherwood
and RECD entered into a new loan  agreement  for  $350,000  which  resulted in a
cancellation  of indebtedness  of $444,855.  Additionally,  upon transfer of the
Village Oaks  interest to  Leatherwood,  a loan from the General  Partner in the
amount of $183,488 was forgiven.  At that time, the value of the rental property
of Leatherwood was deemed  permanently  impaired and was adjusted to reflect the
impairment.  The  decrease  in general and  administrative  expenses is due to a
decrease in expenses paid on behalf of the Texas  Partnerships.  The decrease in
property management fees is due to a provision in the Combined Entities' workout
agreement  which  prohibits  this fee from being  charged.  The  decrease in the
provision for valuation of investments in Local Limited Partnerships is due to a
provision for valuation of  investments  taken for Villas De Montellano in 1995.
In 1996,  the  investment  was written off, and no  provision  for  valuation of
investments was neccesary.

Property Discussions

All of the properties owned by the Local Limited  Partnerships in which the Fund
has invested have been completed and 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
service in order to improve property cash flow.

As previously reported,  the Managing General Partner has transferred all of the
assets of two of the Texas  Partnerships  (Tamaric  and  Northwest),  subject to
their liabilities,  to unaffiliated  entities.  The transfers were effective May
31, 1996. The Managing  General  Partner is finalizing the sale of the remaining
property,  Leatherwood,  which should  occur by the end of the third  quarter of
1997.  For tax  purposes,  this event will result in both  Section 1231 Gain and
Cancellation of Indebtedness income for the partners,  which will be reported on
the 1997  Schedule K-1 (filed in 1998).  In addition,  the transfer of ownership
will  result in a nominal  amount of tax credit  recapture  because  Leatherwood
represents  less  than 1% of the  Fund's  tax  credits.  For financial reporting
purposes the carrying value of Leatherwood's real  estate has  been written down
to its estimated net recoverable value.

The Local General Partner of Capitol Park in Oklahoma City, Oklahoma has filed a
Chapter  7  liquidation  plan for the  property  as a result  of low  occupancy,
deferred  maintenance  and  security  issues.  Meanwhile,  an  affiliate  of the
Managing  General Partner  continues to negotiate with the Local General Partner
and lender to identify  and  implement a  dissolution  plan to minimize  the tax
impact on the Fund. It is likely that a plan will include  capital  funding from
the Fund's  Reserves.  Pending  the  outcome of these  negotiations,  it appears
unlikely  that the Fund  will be able to retain  its  interest  in the  property
through 1997. Such an event would trigger tax credit  recapture,  plus interest,
and the allocation of  taxable income to  the Fund.   The Partnership's carrying
value of this investment is zero.

Broadway  Tower,  located in Revere,  Massachusetts,  continues  to suffer  from
operating  deficits  resulting from  historically low occupancy.  Recently,  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. Deficits are
currently being funded by the management agent.

Despite a 1994 debt restructure,  Bancroft Street Apartments, located in Toledo,
Ohio, is experiencing  operating  deficits primarily due to occupancy issues and
deteriorating  market  conditions.  The  management  agent,  which is  currently
funding the deficits, is addressing these problems by enhancing tenant screening
and marketing efforts, as well as implementing on-site tenant social programs.



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, 1997, 1996 and 1995.

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.

Effect of Recently Issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, which is effective for fiscal years
beginning  after  December 15, 1995.  This  standard  requires that the carrying
value of long-lived assets be reviewed for recoverability. Impairment losses are
recognized  when events or changes in  circumstances  indicate that the carrying
amount of an asset may not be recoverable. The Fund adopted the new standard for
its year ending March 31, 1997.  During the year ended December 31, 1996, one of
the Local Limited Partnerships  incurred an  impairment loss of $1,859,614 under
the new standard.


Item 8.  Financial Statements and Supplementary Data

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


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

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

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

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



<PAGE>



                               PART III


Item 10.  Directors and Executive Officers of the Registrant

The  Managing   General  Partner  of  the  Fund  is  Arch  Street  VI,  Inc.,  a
Massachusetts  corporation (the "Managing General Partner"), an affiliate of The
Boston Financial Group Limited Partnership ("Boston Financial"), a Massachusetts
limited partnership.

The Managing  General  Partner was  incorporated in December,  1990.  William E.
Haynsworth is the Chief  Operating  Officer of the Managing  General Partner and
has  the  primary  responsibility  for  evaluating,  selecting  and  negotiating
investments  for the Fund.  The  Investment  Committee of the  Managing  General
Partner  approves all  investments.  The names and  positions  of the  principal
officers and the directors of the Managing General Partner are set forth below.

Name                                Position

Georgia Murray                      Managing Director, Treasurer and
                                       Chief Financial Officer
Fred N. Pratt, Jr.                  Managing Director
William E. Haynsworth               Managing Director, Vice President and
                                       Chief Operating Officer
Paul F. Coughlan                    Vice President
Peter G. Fallon, Jr.                Vice President
Randolph G. Hawthorne               Vice President

The other General Partner of the Fund is Arch Street VI Limited  Partnership,  a
Massachusetts  limited   partnership ("Arch Street VI L.P.") that was  organized
in December,  1990.  Arch Street VI, Inc. is  the managing   general  partner of
Arch Street VI L.P. The individual  general  partners of Arch Street VI L.P. are
Messrs. Fallon and Pratt.

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.

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

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

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

Paul F. Coughlan,  age 53, is a graduate of Brown  University  (A.B.,  1965) and
served in the United  States Navy before  entering  the  securities  business in
1969. He was employed as an Account  Executive by Bache & Company until 1972 and
then by Reynolds  Securities  Inc.  He joined  Boston  Financial  in 1975 and is
currently a Senior Vice President of the Institutional Tax Credit Team.

Peter G.  Fallon,  Jr.,  age 58,  graduated  from the  College of The Holy Cross
(B.S.,  1960) and Babson College  (M.B.A.,  1965). He joined Boston Financial in
1970, shortly after its formation,  and is currently a Senior Vice President and
a member of the  Investment  Real Estate  Division with  responsibility  for the
marketing of the firm's Institutional Tax Credit product.

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

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, 1997 are described  below and in the sections of the Prospectus
entitled  "Estimated Use of Proceeds",  "Management  Compensation  and Fees" and
"Profits and Losses for Tax Purposes, Tax Credits and Cash Distributions".  Such
sections are incorporated herein by reference.

The 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 7 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.  As of March 31, 1997,  $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.

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  total 7% of the  gross  offering  proceeds.  Acquisition  expenses,  which
include  such  expenses as legal fees and  expenses,  travel and  communications
expenses, costs of appraisals,  accounting fees and expenses did not exceed 1.5%
of the gross offering proceeds. As of March 31, 1997,  acquisition fees totaling
$2,590,827  (prior to the  write-off of Villas de  Montellano  and the two Texas
Partnerships)   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, 1997 are as follows:


                                          1997            1996           1995
                                        ----------      ----------      -------

       Acquisition fees and expenses     $  15,990       $   1,805   $       -


<PAGE>


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 $6,320 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, 1997 are as follows:

                                      1997              1996             1995
                                   ----------        ----------       -------

       Asset management fees       $179,719          $174,687         $189,759


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, 1997 are as follows:

                                      1997             1996             1995
                                    ----------       ----------       -------
        Salaries and benefits
          expense reimbursements    $92,130          $ 99,377          $99,102

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,
1996 are as follows:

                                     1997            1996               1995
                                  -----------      ----------         -------

        Property Management fees   $56,739           $58,363          $46,345

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, 1996 are as
follows:

                                     1997            1996               1995
                                   ----------      ----------         -------

        Property Management fees    $33,120           $32,442           $3,337



LMC is also the management  agent for the  Texas Partnerships.  Fees charged for
the three years ended December 31, 1996 are as follows:

                                      1997            1996               1995
                                  -----------      ----------         -------

        Property Management fees    $8,845            $4,260          $26,968

During fiscal year 1996, a provision in the Combined Entities' workout agreement
came into effect which prohibited  property  management fees from being charged.
During fiscal year 1997, this provision ended, and fees were again charged.



<PAGE>



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, 1997.

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, 1997 is presented in Note 7 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)(b)  Reports on Form 8-K:
           No reports on Form 8-K were filed during the quarter  ended March 31,
1997.

(a)(3)(c)   Exhibits

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

   27.  Financial Data Schedule

   28.  Additional Exhibits

        (a)   28.1 Reports of Other Independent Auditors

        (b)   Audited financial statements of Local Limited Partnership

                 1. Prince Hall Housing Associates, L.P. ("Capitol Park")

 (a)(3)(d) None.



<PAGE>


                                SIGNATURES



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

     BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

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



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

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



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




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


<PAGE>


Item 8.  Financial Statements and Supplementary Data

           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

          ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997
                                      INDEX

                                                                        Page No.


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

   Combined Financial Statements

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

     Combined Statements of Operations - For the Years
     ended March 31, 1997, 1996 and 1995                                  F-5

     Combined  Statements of Changes in Partners'  Equity  (Deficiency)  
     For the Years ended March 31, 1997, 1996 and 1995                    F-7

     Combined Statements of Cash Flows - For the Years
     ended March 31, 1997, 1996 and 1995                                  F-8

     Notes to Combined Financial Statements                               F-10

   Financial Statement Schedule

     Schedule III - Real Estate and Accumulated
      Depreciation                                                        F-26


See also Index to  Exhibits  on Page K-25 for the  financial  statements  of the
Local Limited  Partnership  included as a separate exhibit in this Annual Report
on Form 10-K.

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





<PAGE>









                         REPORT OF INDEPENDENT ACCOUNTANTS


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

We have audited the accompanying combined balance sheets of Boston Financial Tax
Credit Fund Plus,  A Limited  Partnership  (the "Fund") as of March 31, 1997 and
1996 and the related  combined  statements of  operations,  changes in partners'
equity  (deficiency) and cash flows and the financial  statement schedule listed
in Item 14(a) of this Report on Form 10-K for the years ended March 31, 1997 and
1996.  These  financial  statements  and  financial  statement  schedule are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial  statements and financial statement schedule based on
our audits. As of March 31, 1997 and 1996, 76% and 78%,  respectively,  of total
assets,  and for  the  year  ended  March  31,  1997  and  1996,  88%  and  83%,
respectively,  of equity in losses of Local Limited  Partnerships,  reflected in
the financial  statements of the Fund, relate to Local Limited  Partnerships for
which we did not audit the financial  statements.  The  financial  statements of
these Local Limited  Partnerships  were audited by other  auditors whose reports
have been  furnished  to us,  and our  opinion,  insofar  as it relates to those
investments  in Local  Limited  Partnerships,  is based solely on the reports of
other auditors.

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

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  combined  financial  position of Boston  Financial  Tax Credit Fund Plus, A
Limited  Partnership  as of March  31,  1997 and  1996  and the  results  of its
combined  operations  and its combined  cash flows for the years ended March 31,
1997 and 1996, in conformity with generally accepted accounting  principles.  In
addition,  in our opinion,  the financial  statement schedule referred to above,
when considered in relation to the basic financial  statements taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.



/s/Coopers & Lybrand L.L.P.

Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 25, 1997



<PAGE>




                   REPORT OF INDEPENDENT ACCOUNTANTS


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

We have audited the accompanying statements of operations,  changes in partners'
equity  (deficiency)  and cash flows of Boston Financial Tax Credit Fund Plus, A
Limited  Partnership and the Texas  Partnerships  identified in Note 2 (combined
"the  Partnerships")  for  the  year  ended  March  31,  1995.  These  financial
statements  are  the  responsibility  of  the  Partnerships'   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  We did not audit the  financial  statements  of certain of the Local
Limited Partnerships for the year ended March 31, 1995, the investments in which
are recorded  using the equity method of accounting  (see Note 2). The equity in
losses of these  partnerships  represents  100% of the equity in the loss of the
Local Limited  Partnerships  for the year ended March 31, 1995.  Those financial
statements  were audited by other  auditors whose reports have been furnished to
us and our opinion,  insofar as it relates to the amounts included for the Local
Limited Partnerships, is based solely on the reports of other auditors.

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

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




/s/Arthur Andersen LLP

Arthur Andersen LLP
Boston, Massachusetts
June 16, 1995





<PAGE>



             BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

<TABLE>


          
                                                   
                                         COMBINED BALANCE SHEETS

                                         March 31, 1997 and 1996

<CAPTION>
                                                                        1997                   1996
                                                                   --------------         ---------
<S>                                                                <C>                    <C>   

Assets
Cash and cash equivalents                                          $      381,519         $      489,191
Marketable securities, at fair value (Note 3)                             998,695                795,099
Other investments (Note 5)                                              1,325,714              1,227,001
Accounts receivable                                                         7,943                 22,188
Mortgagee escrow deposits                                                  13,345                      -
Tenant security deposits                                                    3,639                      5
Investments in Local Limited Partnerships, net of
   reserve for valuation of $41,381 in 1996 (Note 4)                   19,511,417             22,289,712
Rental property, at cost, net of accumulated depreciation (Note 6)        727,397                537,457
Organization costs, net of accumulated amortization
   of $50,000 in 1997 and $40,833 in 1996                                       -                  9,167
Other assets                                                               19,505                 13,075
                                                                   --------------         --------------
     Total Assets                                                  $   22,989,174         $   25,382,895
                                                                   ==============         ==============

Liabilities and Partners' Equity
Accounts payable to affiliates (Note 7)                            $      881,741         $      685,821
Accounts payable and accrued expenses                                      51,702                 43,908
Accrued interest                                                            1,743                  3,622
Mortgage notes payable (Note 8)                                           739,994                509,980
Security deposits payable                                                   3,639                  2,025
                                                                   --------------         --------------
     Total Liabilities                                                  1,678,819              1,245,356
                                                                   --------------         --------------

Minority interest in Local Limited Partnership                               (685)                    21
                                                                   --------------         --------------

Commitments (Note 10)

General, Initial and Investor Limited Partners' Equity                 21,312,631             24,135,483
Net unrealized gain (loss) on marketable securities                        (1,591)                 2,035
                                                                   --------------         --------------
Total Partners' Equity                                                 21,311,040             24,137,518
                                                                   --------------         --------------
     Total Liabilities and Partners' Equity                        $   22,989,174         $   25,382,895
                                                                   ==============         ==============
</TABLE>

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


<PAGE>
             BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>

                                    COMBINED STATEMENTS OF OPERATIONS

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

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

Revenue:
   Rental                                               $     120,829     $    242,199       $    234,775
   Investment                                                  81,379           41,442             17,709
   Other                                                       54,937           30,802             37,843
                                                        -------------     ------------       ------------
     Total Revenue                                            257,145          314,443            290,327
                                                        -------------     ------------       ------------

Expenses:
   Asset management fees, related party (Note 7)              179,719          174,687            189,759
   General and administrative (includes
    reimbursements to an affiliate in the amount
    of $92,130, $99,377 and $99,102) (Note 7)                 217,169          248,974            448,469
   Bad debt expense                                                 -           12,722                  -
   Rental operations, exclusive of depreciation                80,307          183,920            177,655
   Property management fees, related party (Note 7)             8,845            4,260             26,968
   Interest                                                    34,791           69,628             67,133
   Adjustment to reserve for valuation of investments
    in Local Limited Partnerships                                   -           41,381            266,668
   Provision for valuation of rental property                       -          600,000                  -
   Depreciation                                                70,664           64,413             71,827
   Amortization                                                41,517           43,193             36,161
                                                        -------------     ------------       ------------
     Total Expenses                                           633,012        1,443,178          1,284,640
                                                        -------------     ------------       ------------

Net Loss before equity in losses of Local Limited
   Partnerships, accretion of Original Issue Discount
   and extraordinary item                                    (375,867)      (1,128,735)          (994,313)

Equity in losses of Local Limited
   Partnerships (Note 4)                                   (2,546,404)      (2,034,515)        (2,048,621)

Minority interest in losses of Local
   Limited Partnerships                                           706              262                948
                                                        -------------     ------------       ------------

Net loss before accretion of Original
   Issue Discount and extraordinary item                   (2,921,565)      (3,162,988)        (3,041,986)

Accretion of Original Issue Discount (Notes 2 and 5)           98,713           91,595             84,533
                                                        -------------     ------------       ------------

Net loss before extraordinary item                         (2,822,852)      (3,071,393)        (2,957,453)

Extraordinary gain on cancellation
   of indebtedness (Notes 8 and 9)                                  -          643,509                  -
                                                        -------------     ------------       ------------

Net Loss                                                $  (2,822,852)    $ (2,427,884)      $ (2,957,453)
                                                        =============     ============       ============
</TABLE>

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

<PAGE>
             BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>

                              COMBINED STATEMENTS OF OPERATIONS (continued)

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

                                                             1997              1996             1995
                                                       ---------------    ------------       -------

Net loss before extraordinary item allocated to the Limited Partners per Limited
   Partnership Unit:
<S>                                                     <C>               <C>                <C> 

     Class A Unit (34,643 Units)                        $      (78.15)    $    (84.60)       $    (81.37)
                                                        =============     ===========        ===========
     Class B Unit (3,290 Units)                         $      (26.26)    $    (33.07)       $    (32.89)
                                                        =============     ===========        ===========
Extraordinary  gain on  cancellation  of  indebtedness  allocated to the Limited
   Partners per Limited Partnership Unit:
    
 Class A Unit (34,643 Units)                            $            -    $      17.21       $          -
                                                        ==============    ============       ============
     Class B Unit (3,290 Units)                         $            -    $      12.39       $          -
                                                        ==============    ============       ============
Net Loss per Limited Partnership Unit:
   Class A Unit (34,643 Units)                          $      (78.15)    $     (67.39)      $    (81.37)
                                                        =============     ============       ===========
   Class B Unit (3,290 Units)                           $      (26.26)    $     (20.68)      $    (32.89)
                                                        =============     ============       ===========
</TABLE>

The  accompanying  notes  are an  integral  part  of  these  combined
financial statements.
<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>

           COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

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

                                                    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>

Balance at
   March 31, 1994            $  (32,195) $ 5,000   $ 26,674,364   $ 2,873,651    $(183,906)   $ 29,336,914

Net loss before accretion
   of Original Issue
   Discount                     (30,420)       -     (2,818,826)     (192,740)           -      (3,041,986)

Accretion of Original
   Issue Discount                     -        -              -        84,533            -          84,533

Net change in net unrealized
   losses on marketable
   securities available
   for sale                           -        -              -             -      138,029         138,029
                             ----------  -------   ------------   -----------    ---------    ------------

Balance at March 31, 1995       (62,615)   5,000     23,855,538     2,765,444      (45,877)     26,517,490

Net loss before accretion
   of Original Issue
   Discount                     (25,195)       -     (2,334,650)     (159,634)           -      (2,519,479)

Accretion of Original
   Issue Discount                     -        -              -        91,595            -          91,595

Net change in net unrealized
   losses on marketable
   securities available
   for sale                           -        -              -             -       47,912          47,912
                             ----------  -------   ------------   -----------    ---------    ------------

Balance at March 31, 1996       (87,810)   5,000     21,520,888     2,697,405        2,035      24,137,518

Net loss before accretion
   of Original Issue
   Discount                     (29,216)       -     (2,707,239)     (185,110)           -      (2,921,565)

Accretion of Original
   Issue Discount                     -        -              -        98,713            -          98,713

Net change in net unrealized
   gains on marketable
   securities available
   for sale                           -        -              -             -       (3,626)         (3,626)
                             ----------  -------   ------------   -----------    ---------    ------------

Balance at March 31, 1997    $(117,026)  $ 5,000   $ 18,813,649   $ 2,611,008    $  (1,591)   $ 21,311,040
                             =========   =======   ============   ===========    =========    ============
</TABLE>

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

<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>

                            COMBINED STATEMENTS OF CASH FLOWS

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

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

Cash flows from operating activities:
Net Loss                                                $  (2,822,852)     $ (2,427,884)    $ (2,957,453)
   Adjustments to reconcile net loss to net cash
      used for operating activities:
      Accretion of Original Issue Discount                    (98,713)          (91,595)         (84,533)
      Equity in losses of Local Limited Partnerships        2,546,404         2,034,515        2,048,621
      Bad debt expense                                              -            12,722                -
      Cancellation of indebtedness income                           -          (643,509)               -
      Adjustment to reserve for valuation of
       investments in Local Limited Partnerships                    -            41,381          266,668
      Other                                                         -           (39,896)               -
      Provision for valuation of rental property                    -           600,000                -
      (Gain) loss on sales and maturities of
        marketable securities                                    (396)           18,861          213,520
      Minority interest in losses of
       Local Limited Partnerships                                (706)             (262)            (948)
      Depreciation and amortization                           112,181           107,606          107,988
      Increase (decrease) in cash arising from
        changes in operating assets and liabilities:
         Accounts receivable                                   14,245           (39,569)          (6,304)
         Mortgagee escrow deposits                            (13,345)           (5,379)            (750)
         Tenant security deposits                              (3,634)              (91)          (4,721)
         Other assets                                          (6,430)            2,874           54,184
         Accounts payable to affiliates                       195,920           204,058          188,681
         Accounts payable and accrued expenses                  7,794           (33,737)          10,781
         Accrued interset                                      (1,879)           80,645           62,437
         Security deposits payable                              1,614              (413)             798
                                                        -------------      ------------     ------------
Net cash used for operating activities                        (69,797)         (179,673)        (101,031)
                                                        -------------      ------------     ------------

Cash flows from investing activities:
   Purchases of marketable securities                        (890,245)       (1,212,343)      (5,588,434)
   Proceeds from sales and maturities of
      marketable securities                                   683,419         1,681,418       10,191,420
   Investments in Local Limited Partnerships                        -          (195,000)      (4,493,509)
   Return of investment in Local Limited
      Partnership                                              18,929                 -                -
   Payment of acquisition expenses                            (15,990)           (1,805)          (2,049)
   Cash distributions received from Local
      Limited Partnerships                                    196,602            97,141           37,531
   Purchase of rental property and equipment                 (260,604)         (219,340)         (41,374)
                                                        -------------      ------------     ------------
Net cash provided by (used for) investing activities         (267,889)          150,071          103,585
                                                        -------------      ------------     ------------

Cash flows from financing activities:
   Repayment of line of credit                                      -                 -         (345,000)
   Proceeds from mortgage notes payable                       233,487           160,500           38,296
   Payment of mortgage notes payable                           (3,473)          (15,242)               -
   Advances from General Partner                                    -                 -            1,030
                                                        -------------      ------------     ------------
Net cash provided by (used for) financing activities          230,014           145,258         (305,674)
                                                        -------------      ------------     ------------
</TABLE>

The  accompanying  notes  are an  integral  part  of  these  combined
financial statements.
<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>

                              COMBINED STATEMENTS OF CASH FLOWS (continued)

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

                                                             1997              1996             1995
                                                        -------------     -------------      -------

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

Net increase (decrease) in cash and cash
   equivalents                                               (107,672)          115,656         (303,120)

Cash and cash equivalents, beginning of year                  489,191           373,535          676,655
                                                        -------------      ------------     ------------

Cash and cash equivalents, end of year                  $     381,519      $    489,191     $    373,535
                                                        =============      ============     ============


Supplemental disclosure of cash flow activity:
   Cash paid for interest                               $      36,670      $     10,510     $      4,696
                                                        =============      ============     ============

</TABLE>

Non-cash disclosure:

See Note 11 for  discussion  on the change in control of certain  Local  Limited
Partnerships.

See Note 9 for information regarding cancellation of indebtedness.


The  accompanying  notes  are an  integral  part  of  these  combined
financial statements.
<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  which 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  partners
consist of Arch Street, Inc. and certain officers 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, 1997,  the Managing  General  Partner has  designated
approximately  $929,000 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 entity, using the equity method of accounting, because
the Fund does not have a majority  control of the major  operating and financial
policies of the Local Limited Partnerships in which it invests. Under the equity
method,  the  investment  is carried at cost,  adjusted  for the Fund's share of
income or loss of the Local Limited Partnership, additional investments and cash
distributions from the Local Limited  Partnerships.  Equity in income or loss of
the Local Limited  Partnerships is included  currently in the Fund's operations.
The Fund has no obligation to fund liabilities of the Local Limited  Partnership
beyond its investment,  therefore, a Local Limited Partnership's investment will
not be carried  below zero. To the extent that equity losses are incurred when a
Local  Limited  Partnership's  respective  investment  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 is deemed to have control over the Texas  Partnerships.  Since
the Local General  Partner of the Texas  Partnerships is now an affiliate of the
Fund,  these  combined  financial  statements  include  the  detailed  financial
activity of the Texas Partnerships for the year ended March 31, 1995. 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
partnerships  were accounted for on the equity method (see Note 11).  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. Therefore, as of March 31, 1997, these Combined Financial
Statements  include the financial activity of one Texas Partnership for the year
ended December 31, 1996. All significant  intercompany balances and transactions
have been eliminated.


<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,  including the Texas Partnerships,  on a 90-day lag basis, because
the Local  Limited  Partnerships  report their results on a calendar year basis.
Accordingly, the financial information about the Local Limited Partnerships that
is included in the accompanying  combined financial statements is as of December
31, 1996, 1995 and 1994. As used herein,  the "Combined  Entities" refers to the
Texas  Partnerships,  prior to the transfer of control and ownership  referenced
above.

The Fund  recognizes a decline in the carrying  value of its investment in Local
Limited  Partnerships  when there is evidence of a non-temporary  decline in the
recoverable amount of the investment.  There is a possibility that the 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  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.

Organization Costs

Costs  incurred in connection  with the  organization  of the Fund  amounting to
$50,000 have been deferred and are being amortized on a straight-line basis over
60 months.

Rental Property

Real estate and  personal  property of the  Combined  Entity are recorded at the
lower of depreciated  cost or net  realizable  value.  Valuation  allowances are
established  when the  carrying  value of such assets  exceeds  their  estimated
recoverable  amounts.  Depreciation is computed using the  straight-line  method
over the estimated useful lives of the assets of 7 to 40 years.  Maintenance and
repairs are charged to expense as incurred.


<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, is recognized as income under the accrual method of accounting
as rents become due.

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement  of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, which is effective for fiscal years
beginning  after  December 15, 1995.  This  standard  requires that the carrying
values of long-lived  assets be reviewed for  recoverability.  Impairment losses
are  recognized  when  events or  changes  in  circumstances  indicate  that the
carrying  amount of an asset may not be  recoverable.  The Fund  adopted the new
standard for its year ending March 31, 1997.  During the year ended December 31,
1996, one of the Local Limited Partnerships  incurred an impairment loss brought
about by the adoption of the new standard.


Fair Value of Financial Instruments

Statements  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 Partnership's assets and liabilities,  except as discussed in Note
8, 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 amounts in the prior year financial  statements  have been  reclassified
herein to conform to current year presentation.

3.   Marketable Securities
<TABLE>

A summary of marketable securities is as follows:
<CAPTION>
                                                              Gross             Gross
                                                           Unrealized       Unrealized          Fair
                                              Cost            Gains            Losses           Value
<S>                                       <C>                <C>            <C>              <C> 

Debt securities issued by
   the US Treasury and
   other US Government agencies           $   901,810        $   2,209      $   (1,839)      $   902,180
 .
Mortgage backed securities                     72,696                -          (1,862)           70,834

Other debt securities                          25,780                2            (101)           25,681
                                          -----------        ---------      ----------       -----------

Marketable securities
   at March 31, 1997                      $ 1,000,286        $   2,211      $   (3,802)      $   998,695
                                          ===========        =========      ==========       ===========
</TABLE>


<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

                NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

3.   Marketable Securities (continued)
<TABLE>
<CAPTION>

                                                              Gross             Gross
                                                           Unrealized       Unrealized          Fair
                                              Cost            Gains            Losses           Value
<S>                                       <C>                <C>            <C>              <C>    

Debt securities issued by
   the US Treasury and
   other US Government agencies           $   609,683        $   4,055      $      (30)      $   613,708

Mortgage backed securities                     31,122                -            (783)           30,339

Other debt securities                         152,259                -          (1,207)          151,052
                                          -----------        ---------      ----------       -----------

Marketable securities
   at March 31, 1996                      $   793,064        $   4,055      $   (2,020)      $   795,099
                                          ===========        =========      ==========       ===========
</TABLE>


The contractual maturities at March 31, 1997 are as follows:

                                                                     Fair
                                             Cost                    Value

Due in less than one year              $   526,426             $   527,608
Due in one year to five years              401,164                 400,253
Mortgage backed securities                  72,696                  70,834
                                        -----------             -----------
                                       $ 1,000,286             $   998,695
                                       ===========             ===========


Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales and maturities
of securities were approximately $683,000,  $1,681,000 and $10,191,000 in fiscal
years 1997, 1996 and 1995, respectively.  Gross gains of $1,252, $538 and $2,055
and gross losses of $856,  $19,399 and $215,575  were realized on these sales in
fiscal years 1997, 1996 and 1995,  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 partner  interests in
twenty-six Local Limited Partnerships, excluding the Combined Entities (see Note
11) and Villas de Montellano, which was disposed of in fiscal year 1996. Each of
these Local Limited Partnerships own and operate 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 generally
acquired a 99% interest, except for Livingston Arms, Metropolitan and New Garden
Place,  in  which  an  82% ,  98.75%  and  97.9%  interest  has  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, for the years ended March 31:
<CAPTION>

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

Capital contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
   Partnerships                                            $  28,192,878      $    28,364,048      $  28,450,808

Cumulative equity in losses of Local Limited
   Partnerships (excluding cumulative unrecognized
   losses of $1,114,301 in 1997)                              (9,388,746)          (6,956,866)        (4,807,829)

Cash distributions received from Local Limited
   Partnerships                                                 (331,284)            (134,682)           (37,541)
                                                           --------------     ---------------      -------------

Investments in Local Limited Partnerships
   before adjustments                                         18,472,848           21,272,500         23,605,438

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                               1,168,545            1,156,686          1,259,567

   Accumulated amortization of acquisition
     fees and expenses                                          (129,976)             (98,093)           (64,901)
                                                           -------------      ---------------      -------------
                                                              19,511,417           22,331,093         24,800,104

Reserve for valuation                                                  -              (41,381)          (538,668)
                                                           -------------      ---------------      -------------
Investments in Local Limited Partnerships                  $  19,511,417      $    22,289,712      $  24,261,436
                                                           =============      ===============      =============
</TABLE>

During the year ended March 31, 1994, the Managing General Partner exercised its
rights under the  Repurchase  Agreement  made with the Local General  Partner of
Villas de Montellano  and  requested the repayment of the capital  contributions
advanced by the Fund and of certain expenses  associated with this Local Limited
Partnership investment. In May and August of 1994, the Local General Partner and
the Guarantor of the Local General Partner,  respectively,  filed for bankruptcy
and it is  unlikely  that  they  will  meet all of their  obligations  under the
Repurchase  Agreement.  In addition,  the Managing  General  Partner of the Fund
elected to abandon its interest in the property through a quit claim deed to the
Local  General   Partner  which  has  been  executed.   As  a  result  of  these
circumstances,  during the year ended March 31,  1995,  the Fund  established  a
reserve for valuation of investments in Local Limited  Partnerships equal to the
investment in Villas de  Montellano.  At March 31, 1996,  the Fund wrote off its
investment in Villas de Montellano  against the  established  reserve due to the
remote possibility of recovery.

On September 1, 1995, Village Oaks, a Texas Partnership,  transferred its assets
and  liabilities to Texas  Properties  Limited  Partnership  VI, a Massachusetts
Limited  Partnership,  also  known as  Leatherwood  Terrace  ("Leatherwood"),  a
Partnership of which the managing  general partner is affiliated with the Fund's
Managing  General Partner.  Leatherwood  continues to be presented on a combined
basis with the Fund.

As discussed in Notes 2 and 11, on May 31, 1996,  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.


<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

         NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

4.   Investments in Local Limited Partnerships (continued)

Summarized financial  information for each of the three years ended December 31,
1996,  1995 and 1994  (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  (excluding  the
Combined Entities) is as follows:
<TABLE>

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

Assets:
   Investment property, net                                 $ 74,654,414        $ 79,965,584     $ 82,145,674
   Current assets                                              1,297,435           1,229,803        1,676,067
   Other assets                                                5,621,032           5,791,489        5,495,171
                                                            ------------        ------------     ------------
     Total Assets                                           $ 81,572,881        $ 86,986,876     $ 89,316,912
                                                            ============        ============     ============

Liabilities and Partners' Equity:
   Current liabilities (includes current portion
     of long-term debt)                                     $  4,132,210        $  4,198,027     $  5,181,922
   Long-term debt                                             56,134,225          57,556,933       54,916,942
   Other debt                                                  2,245,256           2,013,530        3,686,772
                                                            ------------        ------------     ------------
     Total Liabilities                                        62,511,691          63,768,490       63,785,636

Fund's Equity                                                 17,448,026          21,272,482       23,190,035
Other Partners' Equity                                         1,613,164           1,945,904        2,341,241
                                                            ------------        ------------     ------------
     Total Liabilities and Partners' Equity                 $ 81,572,881        $ 86,986,876     $ 89,316,912
                                                            ============        ============     ============


Summarized Income Statements -
for the years ended December 31,

Rental and other income                                     $ 10,410,334        $ 10,372,306     $  8,525,642
                                                            ------------        ------------     ------------

Expenses:
   Operating                                                   7,389,352           5,586,071        4,634,872
   Interest                                                    3,775,340           3,862,343        3,370,874
   Depreciation and amortization                               2,952,750           2,996,711        2,604,952
                                                            ------------        ------------     ------------
     Total Expenses                                           14,117,442          12,445,125       10,610,698
                                                            ------------        ------------     ------------

     Net Loss                                               $ (3,707,108)       $ (2,072,819)    $ (2,085,056)
                                                            ============        ============     ============

Fund's share of net loss                                    $ (3,660,705)       $ (2,034,515)    $ (2,048,621)
                                                            ============        ============     ============
Other Partners' share of net loss                           $    (46,403)       $    (38,304)    $    (36,435)
                                                            ============        ============     ============
</TABLE>

For the year ended March 31, 1997,  the Fund has not  recognized  $1,114,301  of
equity in losses  relating to a Local Limited  Partnership  in which  cumulative
equity in losses have exceeded its total investment.

The Fund's equity as reflected by the Local Limited  Partnerships of $17,448,026
differs  from the  Fund's  investments  in  Local  Limited  Partnerships  before
adjustment of $18,472,848  primarily because of unrecognized losses as described
above and distributions  received by the Partnership  subsequent to December 31,
1996 which will not be recorded by the Local Limited Partnerships until 1997.


<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, 1997 and 1996 is composed of the following:
<TABLE>
<CAPTION>

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

   Aggregate cost of Treasury STRIPS                                       $   918,397       $   918,397
   Accumulated accretion of
     Original Issue Discount                                                   407,317           308,604
                                                                           -----------       -----------
                                                                           $ 1,325,714        $1,227,001
                                                                           ===========        ==========
</TABLE>

The fair value of these  securities  at March 31, 1997 is  $1,437,715.  Maturity
dates for the STRIPS  range from  February 15, 2007 to May 15, 2010 with a final
maturity value of $3,290,000.


6.   Rental Property

Real  estate  and  personal  property   belonging  to  the  Texas Partnership at
December 31, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>

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

   Land                                                                    $    20,000       $    20,000
   Building and improvements                                                 1,361,444         1,137,575
   Equipment                                                                   165,316           128,581
                                                                           -----------       -----------
                                                                             1,546,760         1,286,156
   Less:  Accumulated depreciation                                            (219,363)         (148,699)
          Reserve for impairment                                              (600,000)         (600,000)
                                                                           -----------       -----------
   Total                                                                   $   727,397       $   537,457
                                                                           ===========       ===========
</TABLE>

7.   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 and the two Texas  Partnerships)
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
to the Financial Statements. Acquisition expenses totaling $825,516 at March 31,
1997 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 $6,320 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, 1997,
1996 and 1995 is $179,719, $174,687 and $189,759,  respectively,  of fees earned
by the affiliate.  At March 31, 1997 and 1996, the affiliate is due $858,835 and
$679,116, 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, 1997, 1996, and 1995 is $92,130,  $99,377
and  $99,102,  respectively,  that has been  paid or is  payable  by the Fund as
reimbursements for salaries and benefits  expenses.  At March 31, 1997 and 1996,
$21,667 and  $11,370,  respectively,  is payable to an affiliate of the Managing
General Partner.


<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

               NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

7.   Transactions with Affiliates (continued)

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 $56,739,  $58,363 and
$46,345 of fees earned by BFPM for the years ended  December 31, 1996,  1995 and
1994, 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, $32,442 and $3,337 of fees earned
by LMC for the years ended December 31, 1996, 1995 and 1994, respectively.

LMC is also the  management  agent for the Texas  Partnerships.  Included in the
combined  statements of operations is $8,845,  $4,260 and $26,968 of fees earned
by BFPM for the years ended  December  31,  1996,  1995 and 1994,  respectively.
During 1995, a provision in the Combined  Entities  workout  agreement came into
effect which prohibited this fee from being charged. This provision ended during
1996, and fees were again charged. Included in accounts payable to affiliates at
March  31,  1997  and 1996 is  $1,239  and  $2,835,  respectively,  of  property
management fees due to an affiliate of the Managing General Partner.

8.   Mortgage Notes Payable

During 1995,  Village Oaks  transferred  its  obligation  to Rural  Economic and
Community Development,  now Rural Development ("RD"),  formerly the Farmers Home
Administration of the U.S. Department of Agriculture,  in the amount of $794,855
to Texas Properties  Limited  Partnership VI, also known as Leatherwood  Terrace
("Leatherwood"),  a  partnership  of  which  the  managing  general  partner  is
affiliated with the Fund's Managing  General  Partner.  In conjunction with this
transfer,  Leatherwood  and RD entered  into a new loan  agreement  for $350,000
which resulted in a cancellation of indebtedness of $444,855.

In addition,  a rehabilitation loan in the amount of $393,987 was approved by RD
to complete various rehabilitations and renovations of Leatherwood.  At December
31, 1996, the rehabilitations and renovations were complete,  therefore the loan
was converted to a note payable to RD.

The mortgage notes payable to RD require monthly principal and interest payments
of $2,153 and mature in 2030.  Leatherwood  and RD have entered into an Interest
Credit and Rental Assistance  Agreement which provides for an effective interest
rate of 1 percent,  plus all rental income over basic rents as determined by RD.
During  the  years  ended   December  31,  1996  and  1995,   $3,473  and  $520,
respectively,  of principal  payments had been paid on the mortgage  notes.  The
notes are collateralized by all property of Leatherwood.

Minimum  principal  payments on these notes to maturity as of December  31, 1996
are as follows:

                             1997                            $    5,085
                             1998                                 5,479
                             1999                                 5,905
                             2000                                 6,363
                             2001                                 6,857
                             Thereafter                         710,305
                                                             ----------
                                                             $  739,994

Due to the unavailability of information on similar loans, it is not practicable
to determine the fair value of these mortgage loans.


<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

9.   Former general partner loan

A general  partner  loan in the amount of  $198,654  represented  a loan made to
Village Oaks by the original Local General Partner to pay rehabilitation  costs.
The loan was  uncollateralized,  non-interest  bearing and had no maturity date.
Upon  transfer of the Village Oaks interest to  Leatherwood  during fiscal 1996,
this debt was forgiven by the Local General Partner and included in cancellation
of indebtedness income in the Combined Financial Statements.

10.  Commitments

At March 31, 1997, 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 $400,000.

11.  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  subject  to  their  liabilities   to
unaffiliated  entities.  The two Texas Partnerships (Tamaric and Northwest) were
transferred to new owners effective May 31, 1996.

Negotiations  between the Managing General  Partner,  the lender and prospective
buyers  have  continued   through  the  past  quarter  resulting  in  a  revised
disposition plan for the remaining Texas Partnership. The new plan will transfer
title to the remaining  property  (Leatherwood)  to an  unaffiliated  buyer.  If
negotiations  continue as expected,  this  transfer  will occur during the third
quarter of 1997.  For tax purposes,  this event will result in both Section 1231
Gain and  Cancellation  of  Indebtedness  income.  In addition,  the transfer of
ownership  will result in nominal  recapture of tax credits,  since  Leatherwood
represents only 0.6% of the Partnership's tax credits.  For financial  reporting
purposes,  Leatherwood's real estate has been written down to its estimated fair
value.



<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

           NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

12.  Federal Income Taxes

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

Net Loss per Combined Statement of Operations               $ (2,822,852)         $ (2,427,884)     $ (2,957,453)

   Adjustment to reflect March 31 fiscal year end
     to December 31 tax year end                                 (26,333)              (80,602)          120,944

   Adjustment for equity in losses of Local Limited  
     Partnerships for tax purposes under (over) equity 
     in losses for financial reporting purposes                1,347,065              (287,257)         (556,498)

   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                                                   -               41,381           266,668

   Loss on write-off of Villas de Montellano recorded as 
     a loss for tax purposes and a reversal of the  
     provision for valuation of Investments in Local 
     Limited Partnership for financial reporting purposes               -             (538,686)                -

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

   Related party expenses not paid at December 31,
     not deductible for tax purposes                              177,436              179,076           185,680

   Adjustment for amortization for financial reporting
     purposes over amortization for tax purposes                  (10,204)              (8,869)           (7,204)
                                                             ------------         ------------      ------------

Net Loss for federal income tax purposes                     $ (2,462,645)        $ (3,109,385)     $ (2,947,863)
                                                             ============         ============      ============
</TABLE>


<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

               NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

12.  Federal Income Taxes (continued)

The  differences  of the  assets  and  liabilities  of the  Fund  for  financial
reporting  purposes and tax reporting purposes for the year ended March 31, 1997
are as follows:
<TABLE>
<CAPTION>

                                                             Financial            Tax
                                                              Reporting         Reporting
                                                              Purposes          Purposes             Differences
<S>                                                        <C>               <C>                  <C>

Investments in Local Limited Partnerships                  $  19,511,417     $  18,726,513        $        784,904
                                                           =============     =============        ================
Other assets                                               $   3,477,757     $   7,767,299        $     (4,289,542)
                                                           =============     =============        ================
Liabilities                                                $   1,678,819     $      20,661        $      1,658,158
                                                           =============     =============        ================
</TABLE>

The  differences  in the  assets  and  liabilities  of the  Fund  for  financial
reporting  purposes are primarily  attributable  to: i) for financial  reporting
purposes,  the Fund  combines  the  financial  statements  of one Local  Limited
Partnership  with its financial  statements;  for tax  purposes,  this entity is
carried  on the  equity  method;  ii) the  cumulative  equity in loss from Local
Limited Partnerships,  including the Combined Entity, for tax reporting purposes
is  approximately  $824,000  greater  than  for  financial  reporting  purposes,
including  approximately  $1,114,000  of  losses  the  Fund  has not  recognized
relating to one Local  Limited  Partnership  whose  cumulative  equity in losses
exceeded  its  total  investment;  iii)  organizational  and  offering  costs of
approximately  $5,132,000 that have been capitalized for tax reporting  purposes
but are charged to Limited  Partners' equity for financial  reporting  purposes;
and iv) related party  expenses  which are  deductible  for financial  reporting
purposes  of  approximately  $859,000  but  which  are  not  deductible  for tax
reporting purposes.




<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP


13.  Supplemental Combining Schedules
<TABLE>
                                                           Balance Sheets
<CAPTION>

                                        Boston Financial           Texas
                                           Tax Credit           Partnership                           Combined
                                           Fund Plus (A)            (B)           Eliminations           (A)
<S>                                       <C>                 <C>             <C>                  <C>  

Assets
Cash and cash equivalents                 $     381,187       $         332   $             -      $     381,519
Marketable securities, at fair value            998,695                   -                 -            998,695
Other investments                             1,325,714                   -                 -          1,325,714
Accounts receivable                               8,492               7,943            (8,492)             7,943
Mortgagee escrow deposits                             -              13,345                 -             13,345
Tenant security deposits                              -               3,639                 -              3,639
Investments in Local Limited
   Partnerships                              19,488,414                   -            23,003         19,511,417
Rental property at cost, net of
   accumulated depreciation                           -             727,397                 -            727,397
Other assets                                     18,349               1,156                 -             19,505
                                          -------------       -------------     -------------      -------------
     Total Assets                         $  22,220,851       $     753,812     $      14,511      $  22,989,174
                                          =============       =============     =============      =============

Liabilities and Partners' Equity (Deficiency)
Accounts payable to affiliates           $      880,502        $      9,731   $        (8,492)     $     881,741
Accounts payable and accrued
   expenses                                      29,309              22,393                 -             51,702
Accrued interest                                      -               1,743                 -              1,743
Mortgage notes payable                                -             739,994                 -            739,994
Security deposits payable                             -               3,639                 -              3,639
                                          -------------        ------------     -------------      -------------
     Total Liabilities                          909,811             777,500            (8,492)         1,678,819
                                          -------------        ------------     -------------      -------------

Minority interest in Local Limited
   Partnership                                        -                   -              (685)              (685)
                                          -------------        ------------     -------------      -------------

General, Initial and Investor
   Limited Partners' Equity (Deficiency)     21,312,631             (23,688)           23,688         21,312,631
Net unrealized loss on
   marketable securities                         (1,591)                  -                 -             (1,591)
                                          -------------        ------------     -------------      -------------
Total Partners' Equity (Deficiency)          21,311,040             (23,688)           23,688         21,311,040
                                          -------------        ------------     -------------      -------------
   Total Liabilities and
   Partners' Equity (Deficiency)          $  22,220,851        $    753,812     $      14,511      $  22,989,174
                                          =============        ============     =============      =============
</TABLE>

(A) As of March 31, 1997. (B) As of December 31, 1996 - See Note 2.


<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

                  NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

13.  Supplemental Combining Schedules (continued)
<TABLE>

                                         Statements of Operations
<CAPTION>

                                         Boston Financial        Texas
                                           Tax Credit           Partnership                           Combined
                                          Fund Plus (A)             (B)         Eliminations             (A)
<S>                                        <C>               <C>                <C>                <C>  

Revenue:
   Rental                                  $          -      $     120,829      $           -      $     120,829
   Investment                                    81,321                 58                  -             81,379
   Other                                         51,862              3,075                  -             54,937
                                           ------------      -------------      -------------      -------------
     Total Revenue                              133,183            123,962                  -            257,145
                                           ------------      -------------      -------------      -------------

Expenses:
   Asset management fees, related party         179,719                  -                  -            179,719
   General and administrative                   217,169                  -                  -            217,169
   Rental operations, exclusive of
     depreciation                                     -             80,307                  -             80,307
   Property management fees, related party            -              8,845                  -              8,845
   Interest                                           -             34,791                  -             34,791
   Depreciation                                       -             70,664                  -             70,664
   Amortization                                  41,517                  -                  -             41,517
                                           ------------      -------------      -------------      -------------
     Total Expenses                             438,405            194,607                  -            633,012
                                           ------------      -------------      -------------      -------------

Net loss before equity in losses of
   Local Limited Partnerships and
   accretion of Original Issue
   Discount                                    (305,222)           (70,645)                 -           (375,867)

Equity in losses of
   Local Limited Partnerships                (2,616,343)                 -             69,939         (2,546,404)

Minority interest in loss of
   Local Limited Partnership                          -                  -                706                706
                                           ------------      -------------      -------------      -------------

Net Loss before accretion of
   Original Issue Discount                   (2,921,565)           (70,645)            70,645         (2,921,565)

Accretion of Origninal Issue Discount            98,713                  -                  -             98,713
                                           ------------      -------------      -------------      -------------

Net Loss                                   $ (2,822,852)      $    (70,645)     $      70,645       $ (2,822,852)
                                           ============       ============      =============       ============

</TABLE>

(A) For the year ended March 31, 1997.  (B) For the year ended December 31, 1996
- See Note 2.


<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

13.  Supplemental Combining Schedules (continued)
<TABLE>

                                         Statements of Cash Flows
<CAPTION>

                                        Boston Financial           Texas
                                           Tax Credit           Partnership                           Combined
                                          Fund Plus (A)             (B)        Eliminations              (A)
<S>                                       <C>                  <C>            <C>                 <C> 

Cash flows from operating activities:
   Net Loss                               $   (2,822,852)      $    (70,645)  $       70,645      $     (2,822,852)
   Adjustments to reconcile net loss
     to net cash provided by (used for)
     operating activities:
      Accretion of Original
       Issue Discount                            (98,713)                 -                -               (98,713)
      Equity in losses of Local Limited
       Partnerships                            2,616,343                  -          (69,939)            2,546,404
      Gain on sales and maturities of
       marketable securities                        (396)                 -                -                  (396)
      Minority interest in loss of
       Local Limited Partnership                       -                  -             (706)                 (706)
      Depreciation and amortization               41,517             70,664                -               112,181
      Increase (decrease) in cash
       arising from changes in operating
       assets and liabilities:
        Accounts receivable                            -             14,245                -                14,245
        Mortgagee escrow deposits                      -            (13,345)               -               (13,345)
        Tenant security deposits                       -             (3,634)               -                (3,634)
        Other assets                              (5,274)            (1,156)               -                (6,430)
        Accounts payable to affiliates           197,516             (1,596)               -               195,920
        Accounts payable and accrued
         expenses                                 (5,858)            13,652                -                 7,794
        Accrued interest                               -             (1,879)               -                (1,879)
        Security deposits payable                      -              1,614                -                 1,614
                                          --------------       ------------   --------------      ----------------
Net cash provided by (used for)
    operating activities                         (77,717)             7,920                -               (69,797)
                                          --------------       ------------   --------------      ----------------

Cash flows from investing activities:
   Purchases of marketable securities           (890,245)                 -                -              (890,245)
   Proceeds from sales and maturities
     of marketable securities                    683,419                  -                -               683,419
   Return of investment in Local Limited
     Partnership                                  18,929                  -                -                18,929
   Payment of acquisition expenses               (15,990)                 -                -               (15,990)
   Cash distributions received from
     Local Limited Partnerships                  196,602                  -                -               196,602
   Purchase of rental property and
     equipment                                         -           (260,604)               -              (260,604)
                                          --------------       ------------   --------------      ----------------
Net cash used for investing activities            (7,285)          (260,604)               -              (267,889)
                                          --------------       ------------   --------------      ----------------

</TABLE>


<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

              NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

13.  Supplemental Combining Schedules (continued)
<TABLE>

                                     Statements of Cash Flows (continued)
<CAPTION>

                                     Boston Financial              Texas
                                        Tax Credit              Partnership                           Combined
                                         Fund Plus (A)              (B)        Eliminations              (A)
<S>                                      <C>                   <C>            <C>                 <C>    

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

Net decrease in cash and
   cash equivalents                              (85,002)           (22,670)               -              (107,672)

Cash and cash equivalents, beginning             466,189             23,002                -               489,191
                                          --------------       ------------   --------------      ----------------

Cash and cash equivalents, ending         $      381,187       $        332   $            -      $        381,519
                                          ==============       ============   ==============      ================
</TABLE>

(A) For the year ended March 31, 1997.  (B) For the year ended December 31, 1996
- See Note 2.



<PAGE>
Boston Financial Tax Credit Fund Plus, A Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships in
which Registrant has invested at March 31, 1997 
<TABLE>
<CAPTION>


                                                       COST OF INTEREST AT ACQU'N DATE
                                                       ------------------------------------------------------
                                                                                          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             40        739,994       20,000            1,005,525             521,235
(4)
  Yoakum, TX
Tamaric Apartments (3)
  Cedar Park, TX
Northwest Apartments (3)
  Georgetown, TX
Pilot House                         132      3,312,571      382,800            5,680,595              25,416
  Newport News, VA
Jardines                             60      2,626,623       90,000            3,204,272              32,758
  Juncos,Puerto Rico
Livingston Arms                      25        543,383       50,820            1,827,287            (23,683)
  Poughkeepsie, NY
Broadway Towers                      92      6,019,855      352,627            6,929,593             135,213
  Revere, MA
Pheonix Housing                      40      1,970,000       46,000            2,563,267               4,755
  Moorhead, MN
Cottages of Aspen                   114      4,800,000      413,024            4,375,829           1,262,440
  Oakdale, MN
45th & Vincennes                     19        677,485        5,173            1,320,445              27,647
  Chicago, IL
Long Creek Court                     14        555,936       20,000              686,849               8,779
  Kittrell, NC
Atkins Glen                          24        959,375       18,000            1,032,162             131,176
  Stoneville, NC
Tree Trail                          108      2,698,463      160,000            5,076,748           (213,030)
  Gainesville, FL
Meadow Wood                          88      2,695,743      240,300            4,175,452           (152,231)
  Smyrna,TN
Primrose                             48      1,106,063      234,269            1,704,025            (52,162)
  Grand Forks, ND
Sycamore                             48      1,287,938      143,966            1,677,505             186,911
  Sioux Falls, SD
Preston Place                       120      3,252,334    1,147,522            4,402,487             298,744
  Winchester, VA
Kings Grant Court                    36        914,846       43,000            1,664,102              10,726
  Statesville, NC
Chestnut Plains                      24        611,612       29,750              935,968               5,065
  Winston-Salem, NC
Capital Park (5)                    184      1,570,000       25,531            3,164,732         (2,453,319)
  Oklahoma City, OK
Bancroft Street                      97      1,364,959       51,289            2,366,139              23,119
  Toledo, OH
Hudson Square                        82        927,939       16,500            1,325,732               4,319
  Baton Rouge, LA
Walker Woods II                      19        852,262      120,263            1,292,998               1,671
  Dover, DE
Vista Villa                         100      4,612,432           10            3,475,268           2,942,213
  Saginaw County, MI
Metropolitan Apartments              69      2,074,978       40,000            2,569,593           1,920,316
  Chicago, IL
Carolina Woods II                    40        929,233      100,189              694,813           1,011,026
  Greensboro, NC
Linden Square                       120      5,453,467      285,000              767,091           5,846,800
  Genesee County, MI
New Garden Place                     76      2,292,852       95,000            3,396,078                   0
  Gilmer, NC
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                       COST OF INTEREST AT ACQU'N DATE
                                                       ------------------------------------------------------
                                                                                          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> 

Findley Place Apts                   89      2,885,000       64,787            3,465,022             111,827
  Minneapolis, MN

                            ---------------------------------------------------------------------------------
SUBTOTAL                          1,908     57,735,343    4,195,820           70,779,577          11,617,731

LESS:
Combined Entity                      40        739,994       20,000            1,005,525             521,235
                            ---------------------------------------------------------------------------------
                                 $1,868    $56,995,349   $4,175,820          $69,774,052         $11,096,496
                            =================================================================================
</TABLE>



<PAGE>
<TABLE>
<CAPTION>



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

Village                     20,000    1,526,760    1,546,760         819,363 04/24/92  Useful Lives  12/23/91
Oaks/Leatherwood (4)
  Yoakum, TX
Tamaric Apartments (3)
  Cedar Park, TX
Northwest Apartments (3)
  Georgetown, TX
Pilot House                382,800    5,706,011    6,088,811         743,525 12/31/92   8, 20, 40    02/25/92
  Newport News, VA
Jardines                    90,000    3,237,030    3,327,030         489,525 02/28/92     5, 35      04/14/92
  Juncos,Puerto Rico
Livingston Arms             50,820    1,803,604    1,854,424         300,482 05/01/92   5-7, 27.5    05/01/92
  Poughkeepsie, NY
Broadway Towers            352,627    7,064,806    7,417,433       1,017,971 09/30/91    5-10, 40    06/02/92
  Revere, MA
Pheonix Housing             46,000    2,568,022    2,614,022         302,964 09/30/92     10, 40     07/06/92
  Moorhead, MN
Cottages of Aspen          273,023    5,778,270    6,051,293         834,189 11/30/92   7, 15-27.5   07/02/92
  Oakdale, MN
45th & Vincennes             5,173    1,348,092    1,353,265         224,783 01/04/93  Useful Lives  06/26/92
  Chicago, IL
Long Creek Court            27,551      688,077      715,628          78,643 01/01/92  Useful Lives  07/01/92
  Kittrell, NC
Atkins Glen                 14,000    1,167,338    1,181,338         114,251 01/15/93  Useful Lives  07/01/92
  Stoneville, NC
Tree Trail                 160,000    4,863,718    5,023,718         799,908 12/18/92     10, 30     10/30/92
  Gainesville, FL
Meadow Wood                240,300    4,023,221    4,263,521         719,453 07/20/92     10, 30     10/30/92
  Smyrna,TN
Primrose                   181,829    1,704,303    1,886,132         174,354 12/28/92     7, 40      12/09/92
  Grand Forks, ND
Sycamore                   143,966    1,864,416    2,008,382         205,304 02/28/93     7, 40      12/17/92
  Sioux Falls, SD
Preston Place            1,153,863    4,694,890    5,848,753         624,721 10/01/93   8, 20, 40    12/21/92
  Winchester, VA
Kings Grant Court           43,000    1,674,828    1,717,828         316,701 07/30/92   15 - 27.5    12/23/92
  Statesville, NC
Chestnut Plains             29,750      941,033      970,783         175,609 09/30/90   5, 10, 40    12/24/92
  Winston-Salem, NC
Capital Park (5)            25,881      711,063      736,944          69,152 11/15/90   5, 7, 27.5   02/10/93
  Oklahoma City, OK
Bancroft Street             51,289    2,389,258    2,440,547         360,743 12/18/92  Useful Lives  12/31/92
  Toledo, OH
Hudson Square               16,500    1,330,051    1,346,551         223,256 11/30/92   4-10, 27.5   03/08/93
  Baton Rouge, LA
Walker Woods II            233,263    1,181,669    1,414,932         192,396 10/29/93  7, 16, 27.5   06/11/93
  Dover, DE
Vista Villa                773,930    5,643,561    6,417,491         687,412 10/20/94 5-7, 15, 27.5  08/04/93
  Saginaw County, MI
Metropolitan Apts.          40,000    4,489,909    4,529,909         542,692 08/30/94  Useful Lives  08/19/93
  Chicago, IIL
Carolina Woods II          100,189    1,705,839    1,806,028         102,702 08/19/94  Useful Lives  10/11/93
  Greensboro, NC
Linden Square              313,500    6,585,391    6,898,891         380,483 12/31/94  Useful Lives  10/29/93
  Genesee County, MI
New Garden Place           186,314    3,304,764    3,491,078         373,064 08/15/94  7, 15, 27.5   06/24/94
  Gilmer, NC
</TABLE>

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

Findley Place Apts         120,737    3,520,899    3,641,636         337,671 11/28/94 5-7, 15, 27.5  07/15/94
  Minneapolis, MN

                      -------------------------------------------------------
SUBTOTAL                 5,076,305   81,516,823   86,593,128      11,211,317

LESS:
Combined Entity             20,000    1,526,760    1,546,760         819,363
                      -------------------------------------------------------
                        $5,056,305  $79,990,063  $85,046,368     $10,391,954
                      =======================================================
</TABLE>

(1) The  aggregate  cost  for  Federal  Income  Tax  purposes  is  approximately
$86,600,000.

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

(4) As of March 31, 1996,  the value of  Leatherwood's  assets were deemed to be
permanently impaired and were adjusted for the impairment.
                       Accumulated   depreciation   includes   the  reserve  for
impairment of $600,000.

(5) During  the year  ended  December  31,  1996,  Capital  Park  recognized  an
impairment  loss on its rental  property  in the net amount of  $1,859,614  as a
result of applying FASB 121, Accounting for the Impairment  of Long Lived Assets
and for Long Lived Assets to be Disposed of.

                        *** 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  Partnership  has not  guaranteed  any of  these
                            mortgage notes payable.

<PAGE>
<TABLE>
<CAPTION>



Summary of property owned and accumulated depreciation:

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

Balance at beginning of period                      $88,196,508    Balance at beginning of period        $ 8,230,924
Additions during period:                                             Additions during period:
                                                                        Depreciation                       2,916,742
Other acquisitions                            6,240                Impairment of assets (5)                (596,212)
Improvements etc.                           469,103                Write off of Properties transferred      (88,836)
                                                                   (3)
                                       -------------
                                                        475,343    Eliminations Texas Partnerships 1996    (819,363)
                                                                   Eliminations Texas Partnerships 1995      748,699
                                                                                                        -------------
                                                                                                        =============
Deductions during period:                                          Balance at close of period            $10,391,954
                                                                                                        =============
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
                                                    ============

Property Owned December 31, 1995                                   Accumulated Depreciation December 31, 1995
----------------------------------------------------------------   --------------------------------------------------
Balance at beginning of period                      $87,000,025    Balance at beginning of period         $5,288,351
Additions during period:                                             Additions during period:
                                                                        Depreciation                       2,917,191
Other acquisitions                          203,563                Impairment of assets (4)                  600,000
Improvements etc.                           328,167                Eliminations Texas Partnerships 1995    (748,699)
                                       -------------
                                                        531,730    Eliminations Texas Partnerships 1994      174,081
                                                                                                        -------------
Deductions during period:                                          Balance at close of period             $8,230,924
                                                                                                        =============
Disposal of Villas de Montellano (2)    (3,630,214)
Eliminations Texas Partnerships 1995    (1,286,156)
Eliminations Texas Partnerships 1994      5,581,123
                                       -------------
                                                        664,753
                                                    ============
Balance at close of period                          $88,196,508
                                                    ============

Property Owned December 31, 1994                                   Accumulated Depreciation December 31, 1994
----------------------------------------------------------------   --------------------------------------------------
Balance at beginning of period                      $71,826,617    Balance at beginning of period         $2,913,784
Additions during period:                                             Additions during period:
                                                                        Depreciation                       2,446,393
Other acquisitions                       19,008,793                Eliminations Texas Partnerships 1994    (174,081)
Improvements etc.                            97,913                Eliminations Texas Partnerships 1993      102,255
                                       -------------                                                    -------------
                                                                   Balance at close of period             $5,288,351
                                                                                                        =============
Deductions during period:                            19,106,706
Cost of real estate and fixed assets      (261,711)
sold
Eliminations Texas Partnerships 1994    (5,581,123)
Eliminations Texas Partnerships 1993     1,909,536
Reclassification to intangible assets            0
                                       -------------
                                                    (3,933,298)
                                                    ============
Balance at close of period                          $87,000,025
                                                    ============

</TABLE>








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

             Annual Report on form 10-K
           For The Year Ended March 31, 1997
            Reports of Independent Auditors

<PAGE>
[Letterhead]

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




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>
[Letterhead]

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




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, 1995 and  December  31,  1994,  and the
related statements of loss,  partners' capital and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  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, 1995 and  December  31,  1994,  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 30, 1996
<PAGE>



<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>
[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, 1995 and 1994, 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, 1995 and 1994, 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, 1996
<PAGE>


<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.

continues........
<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

Letterhead]

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



INDEPENDENT AUDITORS' 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, 1995
and 1994 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, 1995 and 1994, 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.

continues........
<PAGE>

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

My  examination  was made primarily for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information included
in the 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.

/s/ Jorge del Manzano Venegas
San Juan, Puerto Rico

February 14, 1996
<PAGE>


<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>


<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,  1995  and  1994,  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,  1995  and  1994,  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, C.P.A.
Greensboro, North Carolina
February 27, 1996


<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]
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, 1995,  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, 1995, 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
February 9, 1996


<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, 1994,  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, 1994, 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
February 8, 1995


<PAGE>


[Letterhead]

[LOGO]
ZINNER & CO.

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
[Letterhead]

[LOGO]
ZINNER & CO.

INDEPENDENT AUDITORS' REPORT


To the Partners of
Bancroft Street Limited Partnership


We have  audited the  accompanying  balance  sheets of Bancroft  Street  Limited
Partnership  as of  December  31, 1995 and 1994 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 Bancroft  Street  Limited
Partnership  as of December 31, 1995 and 1994 and the results of its  operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

/s/Zinner & Co.

January 16, 1996


<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]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

[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, 1995,  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  as of December 31, 1995, 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 4, 1996


<PAGE>


[Letterhead]

[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT


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

We have audited the accompanying statement of assets, liabilities, and partners'
equity-income  tax basis,  of 45TH & VINCENNES  LIMITED  PARTNERSHIP  (a Limited
Partnership)   as  of  December  31,  1994,   and  the  related   statements  of
operations-income  tax basis,  changes in partners'  equity-income tax basis and
statement  of cash  flows-income  tax  basis  for the  year  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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.

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not  intended to be  presented  in  conformity  with
generally accepted accounting principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the assets,  liabilities and partners' equity of 45TH &
VINCENNES  LIMITED  PARTNERSHIP  as of December  31, 1994,  and its  operations,
changes in partners'  equity and its cash flows for the year then ended,  on the
basis of accounting described in the notes to the financial statements.

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


January 31, 1995


<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


To 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, 1995 and 1994,  and the related  statements  of  operations,
partners'  equity  and cash  flows for the years  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our 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, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.


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

January 22, 1996


<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
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, 1995 and 1994,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our 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, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

January 22, 1996


<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, 1996
[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, 1995 and 1994,  and the related  statements  of
operations,  partners'  equity and cash flows for the years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our 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, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

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

January 17, 1996


<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]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT


To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois

We have audited the accompanying statement of assets,  liabilities and partners'
equity-income  tax  basis of  METROPOLITAN  APARTMENTS  LIMITED  PARTNERSHIP  (a
Limited  Partnership)  as of December 31, 1995,  and the related  statements  of
income (loss)-income tax basis, changes in partners' equity-income tax basis and
statement  of cash  flows-income  tax  basis  for the  year  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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'  equity  of
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP at December 31, 1995, and its income
(loss),  changes in partners' equity and its cash flows for the year then ended,
in conformity with generally accepted accounting principals.

/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 19, 1996


<PAGE>


[Letterhead]

[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT


To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois

We have audited the accompanying statement of assets,  liabilities and partners'
equity-income  tax  basis of  METROPOLITAN  APARTMENTS  LIMITED  PARTNERSHIP  (a
Limited  Partnership)  as of December 31, 1994,  and the related  statements  of
income (loss)-income tax basis, changes in partners' equity-income tax basis and
statement  of cash  flows-income  tax  basis  for the  year  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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.

As described in the notes to the financial statements,  the Partnership's policy
is to prepare  its  financial  statements  on the basis of  accounting  used for
income tax purposes and are not to be presented  in  conformity  with  generally
accepted accounting principles.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets,   liabilities  and  partners'  equity  of
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP at December 31, 1994, and its income
or loss, changes in partners' equity and its cash flows for the year then ended,
on the basis of accounting described in the notes to the financial statements.

/s/Haran & Associates LTD

January 27, 1995


<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
[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, 1995 and 1994,  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, 1995 and 1994,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

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

January 22, 1996


<PAGE>


[Letterhead]

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


To the Partners
Atkins Glen Limited Partnership
Raleigh, North Carolina

We  have  compiled  the  accompanying  balance  sheet  of  Atkins  Glen  Limited
Partnership  as of December 31, 1996 and the related  statements of  operations,
partners'  equity  (deficit),  and  cash  flows  for the  year  then  ended,  in
accordance  with  Statements on Standards  for  Accounting  and Review  Services
issued by the American Institute of Certified Public Accountants.

A  compilation  is limited to  presenting  in the form of  financial  statements
information  that is the  representation  of management.  We have not audited or
reviewed the accompanying  1996 financial  statements and,  accordingly,  do not
express an opinion or any other form of assurance on them.

The financial  statements  for the year ended  December 31, 1995 were audited by
other  accountants  and they expressed an  unqualified  opinion on them in their
report dated January 27, 1996,  but they not  performed any auditing  procedures
since that date.


/s/ Dixon, Odom & Co. L.L.P
February 10, 1997


January 13, 1995
[Letterhead]

[LOGO]
The Daniel Professional Group, Inc.

Independent Auditors' Report


To the General Partners of
Atkins Glen Limited Partnership
(A North Carolina Limited Partnership)

We  have  audited  the  accompanying  balance  sheets  of  Atkins  Glen  Limited
Partnership  as of December 31, 1995 and the related  statements of revenues and
expenses  and  changes in  partners'  equity,  statements  of  partners'  equity
(deficit) and 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.  The
financial statements of Atkins Glen Limited Partnership as of December 31, 1994,
were audited by other auditors whose report dated January 13, 1995, expressed an
unqualified opinion on those statements.

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

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

/s/ The Daniel Professional Group, Inc.

January 22, 1996
Winston-Salem, North Carolina


<PAGE>


[Letterhead]

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

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


 [Letterhead]

[LOGO]
The Daniel Professional Group, Inc.

Independent Auditors' Report


To the Partners
Kings Grant Court Limited Partnership

We have audited the accompanying statement of assets,  liabilities and partners'
equity of Kings Grant Court Limited Partnership as of December 31, 1994, and the
related  statements of revenues and expenses and changes in partners' equity and
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  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 1, 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, at December 31, 1994 and the results of its operations and its cash
flows for the year then ended, on the basis of accounting described in Note 1.



/s/ The Daniel Professional Group, Inc.

February 10, 1995
Winston-Salem, North Carolina



<PAGE>


[Letterhead]

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

INDEPENDENT AUDITORS' REPORT


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

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

We  conducted  our  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 at December 31, 1995, and the results of its operations and its cash
flows for the year then ended on the basis of accounting described in Note A.

The 1994  financial  statements  were  audited by other  auditors  whose  report
thereon dated February 10, 1995 expressed an unqualified opinion.

/s/ Dixon, Odom & Co. L.L.P


February 12, 1996


<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
[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, 1995 and 1994 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, 1995 and 1994 and the results of its  operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.


/s/ Dixon, Odom & Co. L.L.P


February 12, 1996


<PAGE>


[Letterhead]

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

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, 1995 and 1994 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 Long Creek  Court  Limited
Partnership  as of December 31, 1995 and 1994 and the results of its  operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.


/s/ Dixon, Odom & Co. L.L.P


January 26, 1996


<PAGE>


[Letterhead]

[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.

<PAGE>
The  Company  is not aware of any  alternate  sources  of  capital  to meet such
demands,  if made. Those conditions raise  substantial doubt about the Comapny's
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this  uncertainity  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. 
<PAGE>

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
[Letterhead]

[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, 1995, and 1994, and the related statements of
income  and  expense,  changes in  partners'  equity and cash flows for the year
ended December 31, 1995. These financial  statements are the  responsibility  of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audit.

We 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, 1995,  and 1994,  and the results of its operations
and the changes in partners'  equity and cash flows for the year ended  December
31, 1995, 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 20, 1996, on our
consideration  of Prince Hall Housing  Associates,  Limited's  internal  control
structure and reports dated  January 20, 1996, 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. 
<PAGE>

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 20, 1996

<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
[Letterhead]

[LOGO]
BERC &
FOX LIMITED

Independent Auditor's 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, 1995
and 1994, and the related  statements of operations,  partners'  equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.


/s/ Berc & Fox Limited
Minneapolis, Minnesota


February 8, 1996


<PAGE>


[Letterhead]

[LOGO]
HUNGERFORD & CO. Certified Public Accountants


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

[Letterhead]

[LOGO]
HUNGERFORD & CO. Certified Public Accountants


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, 1995 and the related
Statements of Profit and Loss,  Partners' Equity and Cash Flow for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  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, 1995 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 5, 1996 on our  consideration of Vista Villa/MHT Limited Dividend
Housing  Association  Limited  Partnership's  internal  control  structure and a
report dated February 5, 1996 on its compliance with laws and regulation.

Our audit was made 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 5, 1996

<PAGE>


[Letterhead]

[LOGO]
HUNGERFORD & CO. Certified Public Accountants


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, 1994 and the related
Statements of Profit and Loss,  Partners' Equity and Cash Flow for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  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, 1994 and the
results  of its  operations  and its  cash  flow  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  supplementary  data on pages 10
through  12 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly stated, in all material respects,  in
relation to the financial statements taken as a whole.

/s/Hungerford & Co

February 21, 1995


<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>
[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, 1995, and the related
statements of profit and loss (on HUD Form No. 92410), partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1995, and the results
of its operations,  the changes in partners'  equity and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

<PAGE>

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 22
through  24 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly stated in all material  respects,  in
relation to the financial statements taken as a whole.

In accordance with Government Auditing  Standards,  we have also issued a report
dated January 26, 1996 on our  consideration  of Linden Square Limited  Dividend
Housing  Association  Limited  Partnership's  internal  control  structure and a
report  dated  January  26,  1996  on laws  and  regulations  applicable  to the
financial statements.

/s/Reznick Fedder & Silverman

Bethesda, Maryland
January 26, 1996

<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, 1994, and the related
statements of profit and loss (on HUD Form No. 92410), partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1994, and the results
of its operations,  the changes in partners'  equity and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

<PAGE>

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 21
through  23 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/Reznick Fedder & Silverman

Bethesda, Maryland
January 20, 1995

<PAGE>


[Letterhead]

[LOGO]
KPMG Peat Marwick LLP

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
[Letterhead]

[LOGO]
KPMG Peat Marwick LLP

Independent Auditor's Report


The Partners
Tree Trail, A Limited Partnership:


We  have  audited  the  balance  sheets  of Tree  Trail  Apartments,  A  Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
loss,  partners'  capital,  and cash  flows  for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a 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, 1995 and 1994,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.


/s/ KPMG Peat Marwick LLP


February 9, 1996
<PAGE>


[Letterhead]

[LOGO]
KPMG Peat Marwick LLP

Independent Auditors' Report


The Partners
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
[Letterhead]

[LOGO]
KPMG Peat Marwick LLP

Independent Auditor's 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, 1995 and 1994,  and the related  statements  of
loss,  partners'  capital,  and cash  flows  for the  years  then  ended.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a 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, 1995 and 1994,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.


/s/ KPMG Peat Marwick LLP


February 9, 1996
<PAGE>



[Letterhead]

[LOGO]
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
[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,  1995  and the  related  statements  of
operations,  partners'  capital  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my 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, 1995 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 9, 1996

<PAGE>


[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITOR'S REPORT

To the Partners
99 Livingston Associates, L.P.


We have audited the accompanying balance sheet of 99 Livingston Associates, L.P.
as of December 31, 1994,  and the related  statements of  operations,  partners'
capital and cash flows for the year then ended.  These financial  statements are
the  responsibility of the partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of 99 Livingston Associates,  L.P.
as of  December  31,  1994,  and the results of its  operations,  the changes in
partners'  capital and cash flows for the year then ended,  in  conformity  with
generally accepted accounting principles.

/s/Reznick Fedder & Silverman

Bethesda, Maryland
January 25, 1995


<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]
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, 1995
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, 1995 and the results of its  operations  and its cash flows or 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 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
stated in all material respects in relation to the financial statements taken as
a whole.

/s/Post Ford & Gustovson

Shreveport, Louisiana
February 10, 1996

<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, 1994
and the related statements of income,  partners' capital, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  Management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
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, 1994 and the results of its  operations  and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  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, 1995

<PAGE>


[Letterhead]

[LOGO]
L.P. MARTIN & COMPANY

Independent Auditors' Report

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

Independent Auditor's Report

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,  1995,  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, 1995, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.

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

February 11, 1996

<PAGE>


[Letterhead]

[LOGO]
L.P. MARTIN & COMPANY

Independent Auditor's Report

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,  1994,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, 1994, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.

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

February 11, 1995

<PAGE>


[Letterhead]

[LOGO]
L.P. MARTIN & COMPANY

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>

[Letterhead]

[LOGO]
L.P. MARTIN & COMPANY

Independent Auditor's 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,  1995,  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, 1995, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.

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

January 26, 1996

<PAGE>




[Letterhead]

[LOGO]
L.P. MARTIN & COMPANY

Independent Auditor's 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,  1994,  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, 1994, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.

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

February 11, 1995

<PAGE>





         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS

         SECTION 8 NUMBER: 0K56-E000-014

         REPORT ON EXAMINATION OF FINANCIAL STATEMENTS

         AS OF DECEMBER 31, 1996



<PAGE>





         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         REPORT ON EXAMINATION OF FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996




         CONTENTS




                                                         Page

Auditors' report......................................  1 - 2
 
 
Comparative balance sheets............................  3 - 4


Statement of income and expenses......................  5 - 6


Statement of partners' (deficiency)...................  7 
 

Statement of cash flows ..............................  8 - 9


Notes to financial statements......................... 10 - 16


Supplemental schedules................................ 17 - 23


Internal control report............................... 24 - 25


Compliance report.....................................      26 


Affirmative fair housing report.......................      27


Applicable laws and regulations report................      28


Mortgagor's certification.............................      29


Management agent's certification......................      30



<PAGE>


John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633

EIN 73-1261093

         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 Partner- ship, 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.


                                                            

<PAGE>







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  con- cern.  The  financial  statements  do not
include any adjust- ments 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  considera-  tion 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 is not a required  part of the basic  financial  statements  of the
Partnership.  Such  information  has been subjected to the audit- ing procedures
applied in the audit of the basic financial  statements and, in our opinion,  is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.


/s/John D. Schuler




















Tulsa, Oklahoma
January 18, 1997

         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         COMPARATIVE BALANCE SHEETS
<TABLE>
<CAPTION>


         ASSETS                                                                                 December 31,
<S>                                                                                 <C>              <C>  
                                                                                                    
                                                                                                 
                                                                                          1996                 1995
CURRENT ASSETS:
  1110   Petty cash                                                                 $      600       $             400
  1120*  Cash and cash equivalents                                                         258                  27,570
  1130*  Tenant accounts receivable                                                     40,066                  23,173
  4220*  Reserve for collection losses                                                 (36,404)                (22,145)
  1240   Prepaid property insurance                                                          -                  31,117
       TOTAL CURRENT ASSETS                                                              4,520                  60,115

DEPOSITS HELD IN TRUST, FUNDED:
  1191*  Tenant security deposits                                                       10,007                  11,970

RESTRICTED DEPOSITS AND FUNDED RESERVES:
  1170   Cash in bank-restricted (Note 12)                                             186,758                       -
  1314   Debt service reserve fund (Note 6)                                            125,300                 125,300
  1317*  Real estate tax escrow                                                              -                   2,363
  1320   Maintenance fund (Note 6)                                                      53,965                  46,433
  1323   Escrow funds - Fleet National Bank
           (Note 10)                                                                   506,581                 535,627
  1323   Bond fund (Note 6)                                                             19,013                  24,282
  1323   Revenue fund (Note 6)                                                          24,481                  10,436
  1323   Insurance fund (Note 6)                                                        83,249                       -
       TOTAL RESTRICTED DEPOSITS
         AND FUNDED RESERVES                                                           999,347                 744,441

FIXED ASSETS (Notes 1 and 3):
  1410*  Land                                                                           25,881                  25,881
  1420*  Building (Note 13)                                                            629,600               3,085,426
  1490*  Appliances                                                                     78,013                  78,013
  1490*  Building equipment - fixed                                                      2,157                       -
  1490*  Office equipment                                                                1,293                   1,293
      TOTAL FIXED ASSETS                                                               736,944               3,190,613
  Less* accumulated depreciation (Note 13)                                            ( 69,152)               (545,817)
       TOTAL FIXED ASSETS (net)                                                        667,792               2,644,796

OTHER ASSETS:
  1600   Deposits                                                                        2,389                   1,180
  1850   Loan fees (Note 4) (net of
           accumulated amortization)                                                    97,214                 108,015
       TOTAL OTHER ASSETS                                                               99,603                 109,195

       TOTAL ASSETS                                                                 $1,781,269              $3,570,517
</TABLE>

*See supplemental data.  See accompanying notes and auditors' report.


<PAGE>



         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         COMPARATIVE BALANCE SHEETS

<TABLE>
<CAPTION>


         LIABILITIES AND PARTNERS' EQUITY

                                                                                  December 31,
                                                                                          1996           1995
<S>                                                                                 <C>                   <C> 

CURRENT LIABILITIES:
  2065*  Advance from corporate
           general partner                                                          $   50,000            $        -
  2110   Accounts payable (Note 11)                                                    489,818               380,521
  2113*  Accounts payable - government                                                   3,489                 3,992
  2130   Accrued interest expense                                                       20,340                21,083
  2151*  Accrued property tax                                                            8,204                 7,977
  2152   Accrued utilities                                                              12,346                14,310
  2152   Accrued property insurance                                                      1,318                     -
  2360*  Owners advances - operating                                                    16,021                16,021
  2361*  Owners advances and accrued
           interest - development                                                      285,052               263,627
  2196*  Unpaid construction costs (Note 7)                                            321,626               321,626
  2200   Prepaid rent                                                                    1,721                 2,964
  2320   Mortgage payable, current
           portion (Note 3)                                                             65,000                60,000
       TOTAL CURRENT LIABILITIES                                                     1,274,935             1,092,121

DEPOSIT LIABILITIES:
  2191*  Tenant security deposits payable                                                9,878                11,844

LONG-TERM LIABILITY:
  2320   Mortgage payable (Note 3)                                                   1,570,000             1,630,000
  Less current portion of
    mortgage payable                                                                   (65,000)              (60,000)
       TOTAL LONG-TERM LIABILITY                                                     1,505,000             1,570,000

PARTNERS' EQUITY:                                                                   (1,008,544)              896,552

       TOTAL LIABILITIES AND PARTNERS'
          EQUITY                                                                    $1,781,269            $3,570,517



</TABLE>

*See supplemental data.
See accompanying notes and auditors' report.


<PAGE>


                U.S. Department of Housing and Urban Development
                  Office of Housing Federal Housing Commissioner
                         STATEMENT OF PROFIT AND LOSS
                   For the Year Ended December 31, 1996

Public  Reporting  Burden for this  collection  of  information  is estimated to
average 1.0 hours per response,  including the time for reviewing  instructions,
searching existing data sources,  gathering and maintaining the data needed, and
completing and reviewing the collection of information.  Send comments regarding
this burden  estimate or any other  aspect of this  collection  of  information,
including  suggestions  for  reducing  this  burden,  to the Reports  Management
Officer,  Office of Information Policies and Systems, U.S. Department of Housing
and  Urban  Development,  Washington,  D.C.  20410-3600  and  to the  Office  of
Management and Budget, Paperwork Reduction Project (2502-0052), Washington, D.C.
20503. Do not send this completed form to either of these addressees.

For month /period             Project Number             Project Name
Beginning                  Ending                        Prince Hall Housing
January 1, 1996   December 31, 1996 0K56-E000-014        Limited Partnership

Part I
<TABLE>
<CAPTION>

Rental Income
<S>                                                                                 <C>  

Apartment or Member Carrying Charges (Coops)                                        $     176,024
Tenant Assistance Payments                                                          $     841,384
Total Rent Revenue Potential at 100% Occupancy                                          1,017,408

Vacancies

Apartments                                                                               (158,220)
Total Vacancies                                                                          (158,220)
Net Rental Revenue Less Vacancies                                                         859,188
Interest Income - Project Operations                                                        4,465
Income from investments - Reserves for Replacements                                         2,648
Total Financial Revenue                                                                     7,113
Other Revenue
Laundry and Vending                                                                         3,251
NSF and Late Charges                                                                        4,745
Damages and Cleaning Fees                                                                   7,421
Fortified Tenant Security Deposits                                                          1,519
Other Revenue (specify)                                                                       541
Total Other Revenue                                                                        17,477
Total Revenue                                                                             883,778

Administrative Expenses
Advertising                                                                                 1,223
Renting Expense                                                                            10,120
Office Salaries (Note 9)                                                                   13,596
Office Supplies                                                                             6,024
Management Fee ( Note 8)                                                                   52,852
Manager or Superintendent Salaries (Note 9)                                                25,777
Legal Expenses (Project)                                                                   23,335
Auditing Expenses (Project)                                                                 9,473

Bookeeping Fees/ Accounting Services (Note 8)                                               9,826
Telephone and Answering Service                                                             2,367
Bad Debts                                                                                     251
Miscellaneous Administrative Expenses (specify)                                             4,292
Total Administrative Expenses                                                             159,136
Electricity (Light and Misc. Power)                                                        16,648
Water                                                                                      28,541
Gas                                                                                        82,325
Sewer                                                                                      31,591
Total Utilities Expense                                                                   159,105
</TABLE>

See accompanying   notes  and auditor's report.

                                                               

Limited Partnership                                          023-44269
<TABLE>
<CAPTION>

<S>                                                                                   <C>   

Janitor and Cleaning Payroll (Note 9)                                                      51,781
Janitor and Cleaning Supplies                                                               5,986
Exterminating Payroll/ Contract                                                             5,516
Garbage and Trash Removal                                                                  10,704
Security Payroll/ Contract                                                                 67,083
Grounds Contract                                                                           11,345
Repairs Material                                                                           23,521
Repairs Contract                                                                           27,292
Heating/ Cooling Repairs and Maintenance                                                    7,229
Decorating Payroll/ Contract                                                                6,917
Total Operating and Maintenance Expenses                                                  217,374

Real Estate Taxes                                                                           8,204
Payroll Taxes (FICA)                                                                        9,017
Miscellaneous Taxes, Licenses and Permits                                                     627
Property and Liability Insurance (Hazard)                                                  32,345
Workmen's Compensation                                                                     17,154
Health Insurance and Other Employee Benefits                                                8,717
Total Taxes and Insurance                                                                  76,154

Interest on Mortgage Payable                                                              163,713
Interest on Accounts Payable (Note 11)                                                     18,346
Miscellaneous Financial Expenses                                                            5,083
Impairment Loss on Rental Property                                                      1,859,614
Total Financial Expenses                                                                2,046,756

Total Cost of Operations Before Depreciation                                            2,658,525
Profit (Loss) before Depreciation                                                      (1,774,747)
Depreciation (Total)                                                                      119,547
Operating Profit or (Loss)                                                             (1,894,294)
Other Expenses (Enitity) Amortization (Note 4)                                             10,802
Net Profit or (Loss)                                                                   (1,905,096)

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

                                                                




Part II
1. Total principal payments required under the mortgage,
even if payments under a Workout Agreement are less or
more than those required under the mortgage                          60,000
2. Replacement Reserve deposits required by the Regulatory
Agreement or Amendments thereto, even if payments may be
temporarily suspended or waived                                      18,400*
3. Replacement or Painting Reserve releases which are included
 as expenses items on this profit and loss statement                  9,533

See accompanying notes and auditor's report.
   *Required by foreclosure Sale Use Agreement.

<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         STATEMENT OF PARTNERS' (DEFICIENCY)
         AS OF DECEMBER 31, 1996



<TABLE>
<CAPTION>

                                                                                     GENERAL                LIMITED
                                                          TOTAL                      PARTNER                PARTNERS

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


BALANCE DECEMBER 31, 1995                                   $   896,552              $   (5,984)               $   902,536


Excess of expenses over
  revenues for the period
  ended December 31, 1996                                    (1,905,096)                (19,051)                (1,886,045)



BALANCE DECEMBER 31, 1996                                   $(1,008,544)             $  (25,035)               $  (983,509)

</TABLE>














See accompanying notes and auditors' report.


<PAGE>



         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         STATEMENT OF CASH FLOWS
         FOR THE YEAR ENDING DECEMBER 31, 1996

<TABLE>
<CAPTION>

<S>                                                                                                        <C> 

CASH FLOWS FROM OPERATING ACTIVITIES:
  Rental receipts                                                                                          $840,550
  Interest receipts                                                                                           7,113
  Other receipts                                                                                             17,476
                                                                                                            865,139

  Administrative                                                                                             39,934
  Management fees                                                                                            41,038
  Utilities                                                                                                 145,506
  Salaries and wages                                                                                         74,502
  Operating and maintenance                                                                                 130,381
  Real estate taxes                                                                                           7,977
  Miscellaneous taxes and insurance                                                                          36,523
  Tenant security and other deposits                                                                          1,212
  Interest on mortgage                                                                                      164,456
  Mortgage escrow deposits - net                                                                             89,663
  Bank charges                                                                                                5,083
                                                                                                            736,275
       NET CASH PROVIDED BY OPERATING ACTIVITIES                                                            128,864

CASH FLOWS FROM INVESTING ACTIVITIES:
  Increase in restricted cash accounts                                                                     (186,758)
  Reserve for replacement - funded                                                                          (17,065)
  Reserve for replacement - releases                                                                          9,533
  Decrease in escrowed funds - Merrill Lynch/Fleet                                                           29,046
  Purchases of fixed assets                                                                                  (2,157)
  Increase in advance from corporate general partner                                                         50,000
  Increase in amount due Carnes Bros.
    Construction Co. - development fees                                                                      21,425
      NET CASH USED IN INVESTING ACTIVITIES                                                                 (95,976)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on mortgage                                                                            (60,000)
       NET CASH USED IN FINANCING ACTIVITIES                                                                (60,000)

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                   (27,112)

CASH AT BEGINNING OF YEAR                                                                                    27,970

CASH AT END OF YEAR                                                                                        $    858
</TABLE>

See accompanying notes and auditor's report.
<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         STATEMENT OF CASH FLOWS
         FOR THE YEAR ENDING DECEMBER 31, 1996

<TABLE>
<CAPTION>


CASH FLOWS FROM OPERATING ACTIVITIES: (continued)
<S>                                                                                                     <C> 

  Net (loss)                                                                                            $(1,905,096)

  Adjustments  to  reconcile  net  (loss)  to net  cash  provided  by  operating
      activities:

    Depreciation and amortization                                                                           130,349
    Impairment loss on rental property                                                                    1,859,614
    Increase in tenant accounts receivable                                                                  (16,893)
    Increase in reserve for collection losses                                                                14,259
    Decrease in prepaid expenses                                                                             31,117
    Decrease in tenant security deposits                                                                      1,963
    Increase in mortgage escrow deposits                                                                    (89,662)
    Increase in deposits                                                                                     (1,209)
    Increase in accounts payable                                                                            109,297
    Decrease in accounts payable - government                                                                  (503)
    Decrease in accrued expenses                                                                             (1,389)
    Increase in accrued property tax                                                                            227
    Decrease in prepaid rents                                                                                (1,244)
    Decrease in tenant security deposits payable                                                             (1,966)


       NET CASH PROVIDED BY OPERATING ACTIVITIES                                                        $   128,864


       CASH PAID DURING THE YEAR FOR INTEREST                                                           $   164,456
</TABLE>

See accompanying notes and auditor's report.
<PAGE>



         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: OK56-E000-014
         NOTES TO FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996



NOTE 1:        Summary of significant accounting policies:

                 Fixed assets and depreciation:
                      Fixed assets are stated at cost.  Depreciation is provided
                      using the Modified  Accelerated  Cost Recovery Method over
                      the  statutory  periods of the related  assets.  Estimated
                      useful lives are as follows:

                             Buildings                           27.5 years
                             Appliances                           7   years
                             Office equipment                     5   years

                 Income taxes:
                      No  provision  has  been  made  for  income  taxes  in the
                      accompanying  financial  statements  since such taxes,  if
                      any, are the  responsibility  of the individual  partners.
                      The impairment loss discussed in Note 13 is not deductible
                      for income tax purposes.


NOTE 2:        Organization:

               Prince Hall Housing Associates, Limited, was organized on October
               1, 1990, as an Oklahoma limited partnership under the laws of the
               State of Oklahoma to acquire,  develop,  and operate a low-income
               apartment project in Oklahoma City, Oklahoma. The partnership has
               one general partner and two investor limited partners.

               Capital  contributed  or accrued from date of  inception  through
December 31, 1996, is as follows:

                 General Partner:
            Former Partner, George Carnes sold
              his 1% general partnership interest
              to Prince Hall Housing - Michaels
              Corp. on October 22, 1993        $      100
                 Limited Partners:
            SLP, Inc.                          $       10
            Boston Financial Tax Credit Fund Plus
              A Limited Partnership            $1,495,000


   continued -

See auditors' report.


<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: OK56-E000-014
         NOTES TO FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996




NOTE 2:         Organization: (continued)


                Distributions of profits and losses:

                      The partnership agreement provides that profits and losses
                      are to be distributed as follows:

                      General Partner:

                          Prince Hall Housing - Michaels Corp.        1%

                      Limited Partners:

                          Boston Financial Tax Credit Fund
                            Plus, A Limited Partnership              99%



The             amended and restated  partnership  agreement  provides  that the
                Investor   Limited  Partner  shall  contribute  as  its  Capital
                Contribution  the sum of $1,495,000 plus the Incremental  Amount
                payable in three  installments:  the first  Installment,  in the
                amount of  $140,000,  was payable on the date of the  Investment
                Closing; and the second Installment,  in the amount of $655,000,
                was payable on the Subsidy Layering Approval Date; and the third
                Installment,  in the  amount of  $700,000  plus the  Incremental
                Amount,  was  payable  on the later of (a) the date on which the
                Second  Installment  shall  become due and  payable  and (b) the
                Completion Date.



   continued -







See auditors' report.


<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: OK56-E000-014
         NOTES TO FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996



NOTE 2:         Organization: (continued)
<TABLE>
<CAPTION>

Capital contributions paid during 1993 were as follows:
                         <S>                               <C> 

                         February 16, 1993                 $   10,000
                         June 21, 1993                        505,000
                         August 5, 1993                       150,000
                         December 17, 1993                    100,000

                         Deposited with Escrow Agent,
                         Merrill Lynch Trust Company,
                         Employee Benefit Trust Operations    600,000

                           Total                            1,365,000

                         Funded development fee
                         paid - BFTC                          130,000

                         Total Syndication Proceeds        $1,495,000
</TABLE>


NOTE 3: Mortgage Payable:

                On November  27,  1990,  a first  mortgage  was entered  into by
                Prince Hall Housing  Associates,  Limited,  an Oklahoma  Limited
                Partnership  in  favor  of  Boatmen's  First  National  Bank  of
                Oklahoma, of Oklahoma City, Oklahoma, (formerly First Interstate
                Bank of  Oklahoma,  N.A.) as  trustee,  to secure  that  certain
                promissory  note executed on November 27, 1990.  Under the terms
                of the promissory note, Prince Hall Housing Associates  promised
                to pay to the Oklahoma County Home Finance Authority $1,825,000,
                together with interest thereon, by depositing the amounts at the
                principal  corporate  trust office of Boatmen's  First  National
                Bank of Oklahoma.

                All fixed assets are pledged as  collateral  toward the mortgage
                note. No partner is personally obligated on the mortgage note.


  continued -


See auditors' report.


<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: OK56-E000-014
         NOTES TO FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996




NOTE 3: Mortgage Payable: (continued)

                The term of the loan is 15 years.  Payments  of  $18,866 a month
                including  principal  and interest  began  January 1, 1996.  The
                monthly  payment  amount is subject to change  semi-annually  as
                specified in the Indenture of Trust.  Beginning January 1, 1997,
                monthly  payments of $18,866  including  principal  and interest
                continue to be required.

                Maturities  on the mortgage note for each of the next five years
are as follows:

                                  Year                                   Amount

                                  1997                                 $  65,000
                                  1998                                 $  75,000
                                  1999                                 $  80,000
                                  2000                                 $  90,000
                                  2001                                 $ 100,000



NOTE 4: Loan Fees:

                Loan fees  consist of amounts  paid for  obtaining  the mortgage
                loan and commencing  January 1, 1991,  are being  amortized over
                fifteen (15) years using the straight-line method.



NOTE 5: Housing assistance payments:

                In 1991,  the  partnership  entered  into a  fifteen  (15)  year
                Section 8 Housing Assistance  Payments contract with HUD. HUD is
                responsible  for disbursing the monthly rent  supplements to the
                partnership.   The  maximum   annual   contract   commitment  is
                approximately $742,000.




See auditors' report.



<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: OK56-E000-014
         NOTES TO FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996




NOTE 6:         Restricted deposits and funded reserves:

                The bond fund,  debt service  reserve  fund,  maintenance  fund,
                insurance  fund,  and revenue fund consist of amounts of project
                funds held by the  trustee,  Boatmen's  First  National  Bank of
                Oklahoma,  and are  maintained  as specified in the Indenture of
                Trust.


NOTE 7:Unpaid Construction Costs:

                As of December 31,  1996,  the  partnership  was indebted to the
                construction  contractor,  Carnes Bros. Construction Co., in the
                amount of $321,626,  for  renovation  costs incurred in 1991 and
                1992.


NOTE 8:         Identity of Interest:

                The project's management agent, Interstate Realty Management 
                 Company, is controlled by Michael J. Levitt.

                The  management  fee is based on 6% of income as of December 31,
1996.

                The  partnership   incurred  bookkeeping  fees  charged  by  the
                management  agent for  accounting  services  not  covered by the
                management fee which is consistent with HUD regulations.

                Michael  J.  Levitt is also  sole  shareholder  of  Prince  Hall
                Housing - Michaels  Corp.,  the  General  Partner of Prince Hall
                Housing Associates, an Oklahoma Limited Partnership.


NOTE 9:Payroll Related Accounts:

                Payroll related  accounts reflect amounts paid or payable to the
                management  agent as  reimbursement  for  actual  wages  paid to
                on-site personnel and actual health insurance  premiums paid for
                on-site  personnel  plus a  percentage  for  payroll  taxes  and
                workers' compensation insurance.


See auditors' report.


<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: OK56-E000-014
         NOTES TO FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996



NOTE 10:Escrowed Fund:

                An Escrow Agreement was entered into on December 1, 1992, by and
                among  Boston   Financial   Tax  Credit  Fund  Plus,  A  Limited
                Partnership,  a  Massachusetts  limited  partnership  ("BFTCP");
                Merrill Lynch Trust Company,  a New Jersey  corporation,  Escrow
                Agent (the  "Escrow  Agent");  Prince Hall  Housing  Associates,
                Limited,  an Oklahoma Limited  Partnership (the  "Partnership");
                George F. Carnes in his capacity as original  general partner of
                the  Partnership  (the  "General   Partner")  and  Carnes  Bros.
                Construction Co., an Oklahoma corporation (the "Developer").

                The   agreement   provides   for  a  portion   of  the   capital
                contributions received from BFTCP be held in escrow until it has
                been   determined   that   "Breakeven",   as   defined   in  the
                partnership's "First Amended and Restated  Agreement",  has been
                achieved   with  respect  to  a  period  of  twelve  months  and
                distributions  of "Cash  Flow" to BFTCP in an  aggregate  amount
                equal to "Cumulative Priority  Distributions" has been effected.
                The  agreement  also  provides  for a  portion  of  the  capital
                contributions  received  by  BFTCP to be held in  escrow  and be
                available to discharge "Security  Expenditures"  incurred by the
                partnership,  as defined in the partnership's "First Amended and
                Restated Agreement".  In addition, as required by HUD and agreed
                to by  the  partners  in  the  First  Amendment  to  the  Escrow
                Agreement,  $150,000  of the  funds  derived  from  the  capital
                contributions  of BFTCP to the partnership be available for debt
                service  payments  and that  releases  from this account for any
                other purpose requires HUD approval.

                On June 1, 1996,  Merrill Lynch Trust Company resigned as Escrow
                Agent and Fleet National Bank became the successor escrow agent.
                The balance held in escrow at December 31, 1996, is $506,581.


NOTE 11:        Accounts Payable:

                Included in accounts  payable are amounts due Interstate  Realty
                Management Company for operating expenses totaling $368,395 plus
                accrued interest in the amount of $44,061.




See auditors' report.


<PAGE>



         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: OK56-E000-014
         NOTES TO FINANCIAL STATEMENTS
         AS OF DECEMBER 31, 1996



NOTE 12:        Cash in Bank - restricted:

                In 1996,  HUD approved a one-time  "Non-Drug  Crime Special Rent
                Increase"  for the project.  The special rent  increase was made
                retroactive to January 1, 1996,  and expired  December 31, 1996.
                Expenditure  of these funds by the project is  restricted to the
                costs reflected in the HUD approved "Non-Drug Crime Special Rent
                Increase"  program  dated  September  12,  1996.  Subsequent  to
                December 31, 1996, HUD has required unused funds be returned.


NOTE 13:Impairment Loss

                During  the  year  ended  December  31,  1996,  the  Partnership
                recognized an impairment  loss (noncash) on its rental  property
                in the amount of  $1,859,614  as a result of  applying  FASB No.
                121,  ACCOUNTING FOR THE IMPAIRMENT OF LONG LIVED ASSETS AND FOR
                LONG  LIVED  ASSETS  TO BE  DISPOSED  OF.  The  Partnership  was
                required to adopt FASB No. 121 in 1996. FASB No. 121 requires an
                impairment  loss  be  recognized  if the  sum  of  the  expected
                undiscounted  future net cash flow to be generated by the rental
                property is less than the carrying  amount of the property.  The
                amount of loss  required to be recognized is the amount by which
                the carrying  value exceeds the fair value of the property.  The
                Partnership  has used an appraised  market value to estimate the
                fair value of the rental property.


NOTE 14:          Going Concern:

                  The  accompanying  financial  statements have been prepared in
                  conformity  with  generally  accepted  accounting  principles,
                  which  assumes  continuation  of the  Partnership  as a  going
                  concern.  The  partnership  incurred a net  operating  loss of
                  $1,905,096  during  the  year  ended  December  31,  1996.  At
                  December 31, 1996, current  liabilities  exclusive of advances
                  for  development  and  construction  exceed  current assets by
                  $663,737.



See auditors' report.


<PAGE>



         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         SUPPLEMENTAL SCHEDULES
         AS OF DECEMBER 31, 1996




         ACCOUNTS AND NOTES RECEIVABLE
         (OTHER THAN FROM REGULAR TENANTS)


         NONE


<TABLE>
<CAPTION>

         DELINQUENT TENANT ACCOUNTS RECEIVABLE

                                                                              Number                        Amount
                                                                            of Tenants                     Past Due
        <S>                                                                      <C>                         <C>

        Delinquent 30 days                                                        12                         $ 3,662
        Delinquent 31-60 days                                                      6                           2,515
        Delinquent 61-90 days                                                      4                           1,206
        Delinquent over 90 days                                                  125                          32,683

          Total                                                                  147                         $40,066
</TABLE>

        Account  #4220  -  Reserve  for  collection  losses  include  delinquent
        accounts over 30 days.



         MORTGAGE ESCROW DEPOSITS

    Mortgage  escrow   deposits   are  not  required  for  Prince  Hall  Housing
        Associates, Limited. The mortgage is not HUD insured.


See accompanying notes and auditors' reports.


<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         SUPPLEMENTAL SCHEDULES (CONTINUED)
         AS OF DECEMBER 31, 1996




         TENANT SECURITY DEPOSITS

               Tenant  security  deposits are held in a separate bank account in
the name of the project.


         RESERVE FOR REPLACEMENTS

             In accordance with the terms of the Foreclosure Sale Use Agreement,
restricted cash is held by Boatmen's  First National Bank of Oklahoma,  Oklahoma
City, Oklahoma, to be used for replacement of property with the approval of HUD,
as follows:
<TABLE>
<CAPTION>
             <S>                                                   <C>  

             Balance, December 31, 1995                             $ 46,433

             Monthly deposits (current requirement
               $1,533 per month)                                      16,867

             Interest earned                                           2,648

             Transfers to revenue fund                                (2,450)

             Withdrawals                                              (9,533)

             Balance, December 31, 1996
               confirmed by mortgagee                               $ 53,965
</TABLE>


         ACCOUNTS PAYABLE - OTHER THAN TRADE CREDITORS
         DUE TO IDENTITY OF INTEREST PARTIES
<TABLE>
<CAPTION>

  Date                                              Original   Balance
Incurred   Creditor         Purpose        Terms     Amount       Due
<S>       <C>             <C>               <C>     <C>        <C>   

  1996    Prince Hall
          Housing -
          Michaels Corp.  Advance           N/A     $ 50,000   $ 50,000
</TABLE>

See accompanying notes and auditors' reports.


<PAGE>



         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         SUPPLEMENTAL SCHEDULES (CONTINUED)
         AS OF DECEMBER 31, 1996


<TABLE>
<CAPTION>


         ACCOUNTS PAYABLE - OTHER THAN TRADE CREDITORS

  Date                                                        Original          Balance
Incurred   Creditor         Purpose        Terms              Amount               Due
  <S>     <C>             <C>                    <C>          <C>               <C> 


  1991    Carnes Bros.    Construction
                Construction    period
                Co.             advances          N/A         $216,022          $216,022

  1992    Carnes Bros.    Operating
                Construction    expense
                Co.             advances          N/A         $ 16,021          $ 16,021

  1991    Carnes Bros.    Unpaid
                Construction    construction
                Co.             costs             N/A         $836,746          $321,626

1994-96   Carnes Bros.    Interest
                Construction          earned on escrow
                Co.            fund-Merrill
                          Lynch/Fleet
                          National Bank     N/A               $ 69,030          $ 69,030

  1995          U.S. Dept. of   Voucher
                HUD - Oklahoma  adjust-          Upon
                City, OK        ments           approval      $  3,489           $  3,489

</TABLE>
<TABLE>
<CAPTION>


         ACCRUED TAXES

                                                            Amount
Description of Tax      Period Covered    Due Date          Accrued
   <S>                   <C>              <C>              <C> 

   Property              1996             01/01/97         $  8,204

</TABLE>



See accompanying notes and auditors' reports.


<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         SUPPLEMENTAL SCHEDULES (CONTINUED)
         AS OF DECEMBER 31, 1996




         COMPENSATION OF PARTNERS


         No compensation was paid to partners in 1996.



         LISTING OF IDENTITIES OF INTEREST

           Identities  of interest are  disclosed in Notes 8, 9 and 11.  Amounts
incurred for services rendered paid from operating funds is as follows:
<TABLE>
<CAPTION>

                                                Amount      Footnote
    Company Name        Type of Service        Incurred     Reference
<S>                     <C>                    <C>              <C>  

Interstate Realty
  Management Company    Management agent       $ 52,852          8

Interstate Realty
  Management Company    Bookkeeping service    $  9,826          8

</TABLE>


         UNAUTHORIZED DISTRIBUTIONS OF PROJECT INCOME

         NONE








See accompanying notes and auditors' reports.


<PAGE>





Computation of Surplus Cash,                U.S. Department of Housing
Distributions and Residual                  and Urban Development
Receipts                                    Office of Housing
                                            Federal Housing Commissioner
<TABLE>
<CAPTION>

Project Name                   Fiscal Period Ended           Project Number
Prince Hall Housing
DBA Capitol Park Apartments    December 31, 1996             0K56-E000-014
<S>                                                                            <C>

Cash                                                                             10,865
   (a) Total Cash                                                                10,865

Accrued mortgage interest payable                                                20,340
Accounts payable (due within 30days)                                            489,818
Accrued expenses (not escrowed)                                                  21,868
Prepaid rents                                                                     1,721
Tenant security deposits liability                                                9,878
Other                                                                             3,489
   (b) Less Total Current Obligations                                           547,114
   (c) Surplus Cash (Deficiency) (Line (a)minus Line (b))                      (536,249)

</TABLE>





<PAGE>








         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         SUPPLEMENTAL SCHEDULES (CONTINUED)
         AS OF DECEMBER 31, 1996

<TABLE>
<CAPTION>

CHANGES IN FIXED ASSETS

                                   A S S E T S
                                Balance                                                                  Balance
December 31,                    Impairment                                                             December 31,
                                1995             Additions                       Loss                     1996
<S>                               <C>                  <C>                     <C>                      <C>

Land                              $   25,881               -                        -                   $   25,881
Buildings                          3,085,426               -                   $2,455,826                  629,600
Appliances                            78,013               -                        -                       78,013
Building equipment-
  fixed                                    -           $   2,157                    -                        2,157
Office equipment                       1,293               -                        -                        1,293

   TOTALS                         $3,190,613           $   2,157               $2,455,826               $  736,944

</TABLE>

<TABLE>
<CAPTION>

                             A C C U M U L A T E D    D E P R E C I A T I O N
                                Balance                                                           Balance
                               December 31,                             Impairment              December 31,       Net
                                   1995              Provisions           Loss                    1996            Book Value
<S>                           <C>                    <C>                 <C>                    <C>             <C>   

Land                          $      -               $   -                     -                $     -         $  25,881
Buildings                        484,026               112,186           $ 596,212                    -           629,600
Appliances                        60,572                 6,979                -                     67,551         10,462
Building equipment-
  fixed                                -                   308                -                        308          1,849
Office equipment                   1,219                    74                -                      1,293              -

   TOTALS                     $  545,817              $119,547           $ 596,212              $   69,152     $  667,792

</TABLE>

See accompanying notes and auditors' reports.


<PAGE>




         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS
         SECTION 8 NUMBER: 0K56-E000-014
         SUPPLEMENTAL SCHEDULES (CONTINUED)
         AS OF DECEMBER 31, 1996



<TABLE>
<CAPTION>

SCHEDULE OF FUNDS IN FINANCIAL INSTITUTIONS
  AS OF DECEMBER 31, 1996:
<S>        <C>                                                                                                 <C>


A.         Funds held by mortgagor, cash and
             cash equivalents:

           1.  PNC Bank                                                                                         $    258

           2.  Mellon Bank (restricted)                                                                           95,249

           3.  Community National Bank (restricted)                                                               91,509

             Funds held by mortgator - Total                                                                     187,016


B.         Funds held by Mortgagor in trust, tenant
             security deposits:

           1.  Community National Bank                                                                             9,878

           2.  American Bank and Trust                                                                               129

             Funds held by mortgagor, Total                                                                       10,007


C.         Funds held by mortgagee in trust:

           1.  Tax, hazard and mortgage insurance escrow                                                             N/A
           2.  Reserve fund for replacements                                                                      53,965
           3.  Debt service reserve fund                                                                         125,300
           4.  Revenue fund                                                                                       24,481
           5.  Bond fund                                                                                          19,013
           6.  Insurance fund                                                                                     83,249

             Funds held by mortgagee, Total                                                                      306,008


             Total funds in financial institutions                                                              $503,031
</TABLE>

See accompanying notes and auditors' reports.


<PAGE>






John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633

EIN 73-1261093

         Independent Auditor's Report on the Internal Control Structure


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


           We have  audited the  financial  statements  of Prince  Hall  Housing
Associates,  Limited,  An Oklahoma Limited  Partnership,  as of and for the year
ended  December 31, 1996,  and have issued our report  thereon dated January 18,
1997. We have also audited Prince Hall Housing Associates, Limited's, compliance
with requirements  applicable to its major HUD-assisted  program,  the Section 8
program, and have issued our report thereon dated January 18, 1997.

           We  conducted  our  audits  in  accordance  with  generally  accepted
auditing standards and Government Auditing Standards,  issued by the Comptroller
General of the United States and the Consolidated  Audit Guide for Audits of HUD
Programs  (the  "Guide"),  issued by the U.S.  Department  of Housing  and Urban
Development,  Office of the Inspector General in July, 1993. Those standards and
the Guide  require  that we plan and  perform  the  audits to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement and about whether Prince Hall Housing Associates, Limited, complied
with laws and  regulations,  noncompliance  with which  would be  material  to a
HUD-assisted program.

           The  management  of  Prince  Hall  Housing  Associates,  Limited,  is
responsible for establishing and maintaining an internal control  structure.  In
fulfilling  this  responsibility,  estimates  and  judgments by  management  are
required to assess the expected  benefits and related costs of internal  control
structure  policies  and  procedures.  The  objectives  of an  internal  control
structure are to provide management with reasonable, but not absolute, assurance
that assets are safeguarded  against loss from  unauthorized  use or disposition
and that transactions are executed in accordance with management's authorization
and  recorded  properly to permit the  preparation  of financial  statements  in
accordance with generally accepted  accounting  principles and that HUD-assisted
programs are managed in compliance with applicable laws and regulations. Because
of  inherent   limitations   in  any   internal   control   structure,   errors,
irregularities or instances of noncompliance  may nevertheless  occur and not be
detected.  Also, projection of any evaluation of the structure to future periods
is subject to the risk that procedures may become inadequate  because of changes
in conditions or that the  effectiveness of the design and operation of policies
and procedures may deteriorate.


<PAGE>








           In planning and performing our audits,  we obtained an  understanding
of the design of relevant internal control structure policies and procedures and
determined  whether they had been placed in operation,  and we assessed  control
risk in order to determine our auditing procedures for the purpose of expressing
our opinions on the  financial  statements  of Prince Hall  Housing  Associates,
Limited,  and on its  compliance  with specific  requirements  applicable to its
HUD-assisted program and to report on the internal control structure.

           We performed tests of controls, as required by the Guide, to evaluate
the  effectiveness  of the design and  operation of internal  control  structure
policies and procedures  that we considered  relevant to preventing or detecting
material noncompliance with specific requirements  applicable to the Prince Hall
Housing Associates,  Limited,  major HUD-assisted  program.  Our procedures were
less in scope than would be necessary  to render an opinion on internal  control
structure policy and procedures. Accordingly, we do not express such an opinion.

           Our  consideration  of  the  internal  control  structure  would  not
necessarily disclose all matters in the internal control structure that might be
material  weaknesses  under standards  established by the American  Institute of
Certified Public  Accountants.  A material  weakness is a condition in which the
design or operation of one or more of the internal  control  structure  elements
does not reduce to a relatively low level the risk that errors or irregularities
in amounts  that would be material in relation  to the  financial  state-  ments
being  audited or that  noncompliance  with laws and  regulations  that would be
material to a HUD-assisted program 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 involv- ing the internal control structure and its operation
that we consider to be material weaknesses as defined above.

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


/s/John D. Schuler




Tulsa, Oklahoma
January 18, 1997


<PAGE>





John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633

EIN 73-1261093

         INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC
         REQUIREMENTS APPLICABLE TO A MAJOR HUD PROGRAM

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

           We have  audited the  financial  statements  of Prince  Hall  Housing
Associates,  Limited,  An Oklahoma Limited  Partnership,  as of and for the year
ended  December 31, 1996,  and have issued our report  thereon dated January 18,
1997.

           In  addition,  we have  audited the Prince Hall  Housing  Associates,
Limited's  compliance  with  the the  specific  program  requirements  governing
management  functions,  maintenance,   replacement  reserve,  federal  financial
reports,   tenant  applications,   eligibility  and  recertification,   security
deposits,  mortgage status, residual receipts, cash receipts, cash disbursements
and  distributions  to owners  that are  applicable  to its  major  HUD-assisted
program,  the  Section 8 program,  for the year ended  December  31,  1996.  The
management  of Prince Hall  Housing  Associates,  Limited,  is  responsible  for
compliance with those requirements.  Our responsibility is to express an opinion
on compliance with those requirements based on our audit.

           We conducted our audit in accordance with generally accepted auditing
standards,  Government Auditing Standards,  issued by the Comptroller General of
the United States,  and the Consolidated  Audit Guide for Audits of HUD Programs
(the "Guide")  issued by the U.S.  Department of Housing and Urban  Development,
Office of Inspector General in July, 1993. Those standards and the Guide require
that we plan and perform the audit to obtain reasonable  assurance about whether
material  noncompliance  with the  requirements  referred to above occurred.  An
audit includes  examining,  on a test basis,  evidence about Prince Hall Housing
Associates,  Limited's,  compliance with those requirements. We believe that our
audit provides a reasonable basis for our opinion.

           In our opinion, Prince Hall Housing Associates, Limited, complied, in
all material respects, with the requirements described above that are applicable
to its major HUD-assisted program for the year ended December 31, 1996.

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

/s/John D. Schuler

January 18, 1997


<PAGE>




John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633

EIN 73-1261093

         INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC
         REQUIREMENTS APPLICABLE TO AFFIRMATIVE FAIR HOUSING



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


           We have  audited the  financial  statements  of Prince  Hall  Housing
Associates,  Limited,  as of and for the year ended  December 31, 1996, and have
issued our report thereon dated January 18, 1997.

           We have applied  procedures  to test Prince Hall Housing  Associates,
Limited's,  compliance with the affirmative fair housing requirements applicable
to its HUD-assisted program, for the year ended December 31, 1996.

           Our procedures were limited to the applicable compliance  requirement
described in the  Consolidated  Audit Guide for Audits of HUD Programs issued by
the U.S.  Department  of  Housing  and Urban  Development,  Office of  Inspector
General in July, 1993. Our procedures were  substantially  less in scope than an
audit,  the  objective of which would be the  expression of an opinion on Prince
Hall Housing Associates, Limited's, compliance with the affirmative fair housing
requirements. Accordingly, we do not express such an opinion.

           The results of our tests disclosed no instances of noncompliance that
are required to be reported herein under the Guide.

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



/s/John D. Schuler




January 18, 1997


<PAGE>



John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633

EIN 73-1261093

         INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE
         WITH APPLICABLE LAWS AND REGULATIONS
         IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS



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


        We  have  audited  the  financial  statements  of  Prince  Hall  Housing
Associates,  Limited,  as of and for the year ended  December 31, 1996, and have
issued our report thereon dated January 18, 1997.

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

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

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

        This report is intended for the  information  of management and the U.S.
Department of Housing and Urban Development. However, this report is a matter of
public record, and its distribution is not limited.

/s/John D. Schuler



January 18, 1997


<PAGE>


John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633

EIN 73-1261093

         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS

         SECTION 8 NUMBER: OK56-E000-014

         MORTGAGOR'S CERTIFICATION





           We hereby  certify  that we have  examined  the  foregoing  financial
statements  and  supplemental  schedules  of  Prince  Hall  Housing  Associates,
Limited, and, to the best of our knowledge and belief, the same are complete and
accurate.



                                            General Partner:

                                            PRINCE HALL HOUSING - MICHAELS CORP.




                                            /s/Michael J. Levitt          4/8/97
                                            Michael J. Levitt              Date
                                            President


                                              Partnership EIN 73-1373867







<PAGE>


         PRINCE HALL HOUSING ASSOCIATES, LIMITED
         AN OKLAHOMA LIMITED PARTNERSHIP
         DBA CAPITOL PARK APARTMENTS

         SECTION 8 NUMBER: OK56-E000-014

         MANAGEMENT AGENT'S CERTIFICATION





           We hereby  certify  that we have  examined  the  foregoing  financial
statements  and  supplemental  schedules  of  Prince  Hall  Housing  Associates,
Limited, and, to the best of our knowledge and belief, the same are complete and
accurate.



                                            INTERSTATE REALTY MANAGEMENT COMPANY



                                            /s/James V. Bleiler
                                            James V. Bleiler, CPA          Date
                                            Executive Vice President


<PAGE>