June 30, 1998




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, 1998
         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\ Dianne Groark
Dianne Groark
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, 1998                                                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, 1998
                       --------------------------------

<PAGE>




                                                       K-12
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, 1998

                                       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.  On September  27,  1997,  the Managing
General Partner transferred all of the assets of the remaining Texas Partnership
(Leatherwood), subject to its liabilities, to an unaffiliated entity. Therefore,
as of March 31,  1998,  Leatherwood's  net loss  through the date of transfer 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>
<CAPTION>

                                                      TABLE A

                                              SELECTED LOCAL LIMITED
                                                 PARTNERSHIP DATA
                                                      (Unaudited)

      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.

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

***      As of March 31, 1998,  the title of Capitol Park was  transferred to an
         affiliated entity. The transfer was effective October 7, 1997.

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,  1998,  the
following  Local Limited  Partnerships  have a common Local  General  Partner or
affiliated  group  of  Local  General  Partners  accounting  for  the  specified
percentage of the capital contributions to Local Limited Partnerships:  (i) Tree
Trail and Meadow Wood,  representing  14.14%, have Flournoy  Development Company
and John Flournoy as Local General Partners; (ii) Long Creek Court, Atkins Glen,
Kings Grant Court and Chestnut Plains, representing 5.04%, have Gordon Blackwell
and MBG  Investment  Inc. as Local  General  Partners;  (iii)  Phoenix  Housing,
Primrose and  Sycamore,  representing  3.33%,  have Jerry Meide (see  discussion
below) and/or certain  affiliates as Local General Partners (Phoenix Housing has
Phoenix Housing,  Inc. and RRABB,  Inc.,  Primrose has RRABB, Inc., and Sycamore
has Jerry  Meide and RRABB,  Inc.);  and (iv)  Pilot  House and  Preston  Place,
representing  17.77%,  have  Castle  Development  Corporation  as Local  General
Partners. The Local General Partners of the remaining Local Limited Partnerships
are identified in the  Acquisition  Reports,  which are herein  incorporated  by
reference.

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

The  properties  owned  by Local  Limited  Partnerships  in  which  the Fund has
invested are, and will continue to be, subject to competition  from existing and
future apartment  complexes in the same areas. The continued success of the Fund
will depend on many outside factors, most of which are beyond the control of the
Fund and which cannot be predicted at this time.  Such factors  include  general
economic  and real estate  market  conditions,  both on a national  basis and in
those areas where the  properties  are  located,  the  availability  and cost of
borrowed  funds,  real estate tax rates,  operating  expenses,  energy costs and
government  regulations.  In  addition,  other  risks  inherent  in real  estate
investment  may  influence  the  ultimate  success of the Fund,  including:  (i)
possible  reduction  in rental  income  due to an  inability  to  maintain  high
occupancy  levels or adequate  rental levels;  (ii) possible  adverse changes in
general economic  conditions and adverse local  conditions,  such as competitive
overbuilding,  a decrease in employment or adverse  changes in real estate laws,
including  building  codes;  and (iii) possible  future adoption of rent control
legislation  which  would  not  permit  increased  costs to be  passed on to the
tenants in the form of rent  increases,  or which  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 the three Texas  Partnerships,  Capitol Park and the
disposition of Villas de Montellano, the Fund owns limited partnership interests
in twenty-five  Local Limited  Partnerships,  which own and operate  Properties,
some of which  benefit  from some  form of  federal,  state or local  assistance
programs and all of which  qualify for the Tax Credits  added to the Code by the
Tax Reform Act of 1986.  The Fund's  ownership  interest  in each Local  Limited
Partnership is 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,  and Phoenix  Housing,  Primrose  and  Sycamore,  where the Fund's
ownership is 49.5%.

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

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

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


<PAGE>


<TABLE>
<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          1998             1998             1997             Subsidy*         1998
--------------------------------  ------------ -----------------  ------------- --------------------    ----------      ------------

<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

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  $3,294,678               None              99%

Jardines Limited Dividend
     Partnership, S.E., L.P.
Jardines de Juncos
Juncos, PR                           60             604,781             604,781   2,621,337               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          1998             1998             1997             Subsidy*         1998
--------------------------------  ------------ -----------------  ------------- --------------------    ----------      ------------
<S>                                <C>          <C>                <C>           <C>                     <C>             <C>
99 Livingston Associates, L.P.
Livingston Arms
Poughkeepsie, NY                    25          1,114,686          1,114,686       526,806                 None           92%

Broadway Tower Limited
     Partnership
Broadway Tower
Revere, MA                          92          2,350,000          2,350,000     5,986,333               Section 8       100%
Phoenix Housing, L.P.
Phoenix Housing
Moorhead, MN                        40            457,810            457,810     1,935,000               Section 8        85%

Cottage Homesteads of Aspen
     Limited Partnership
Cottages of Aspen
Oakdale, MN                        114          1,027,333          1,027,333     4,755,000                 None          100%

45th & Vincennes Limited
     Partnership
45th & Vincennes
Chicago, IL                         19            689,080            689,080       669,209               Section 8       100%

Long Creek Court Limited
     Partnership
Long Creek Court
Kittrell, NC                        14            120,476            120,476       554,529                 FmHA           93%

</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          1998             1998             1997             Subsidy*         1998
--------------------------------  ------------ -----------------  ------------- --------------------    ----------      ------------
<S>                                <C>           <C>               <C>           <C>                     <C>              <C>
Atkins Glen Limited Partnership
Atkins Glen
Stoneville, NC                      24             205,574           205,574       956,977               FmHA             100%

Tree Trail Apartments,
     A Limited Partnership
Tree Trail
Gainesville, FL                    108           2,060,143         2,060,143     2,679,116               None              97%

Meadow Wood Townhomes,
     A Limited Partnership
Meadow Wood
Smyrna, TN                          88           1,742,671         1,742,671     2,666,882               None              97%

Dakota Square Manor
     Limited Partnership
Primrose
Grand Forks, ND                     48             674,557           674,557     1,097,042               None              98%

Duluth Limited Partnership II
Sycamore
Sioux Falls, ND                     48             657,000           657,000     1,268,927               None              83%

Preston Place Associates, L.P.
Preston Place
Winchester, VA                     120           2,300,000         2,300,000     3,217,300               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          1998             1998             1997             Subsidy*         1998
--------------------------------  ------------ -----------------  ------------- --------------------    ----------      ------------
<S>                                  <C>        <C>               <C>           <C>                     <C>                <C>     
Kings Grant Court
     Limited Partnership
Kings Grant Court
Statesville, NC                      36         708,530           708,530         905,964                 None             100%

Chestnut Plains Limited
     Partnership
Chestnut Plains
Winston-Salem, NC                    24         319,810           319,810         604,861                 None             100%

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

Bancroft Street Limited
     Partnership
Bancroft Court
Toledo, OH                           97         902,340           902,340       1,335,373               Section 8           77%

Hudson Square Apartments
     Company (A Limited
     Partnership)
Hudson Square
Baton Rouge, LA                      82         554,670           554,670         879,276               Section 8          100%

Walker Woods Partners, II, L.P.
Walker Woods II
Dover, DE                            19         591,429           591,429         827,775                 None              84%
</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          1998             1998             1997             Subsidy*         1998
--------------------------------  ------------ -----------------  ------------- --------------------    ----------      ------------
<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     4,469,939                 None             100%

Metropolitan Apartments
     Limited Partnership
Metropolitan
Chicago, IL                         69          2,296,714          1,956,354     2,105,452               Section 8           85%

Carolina Woods Associates II,
     Limited Partnership
Carolina Woods II
Greensboro, NC                      40            750,238            750,238       910,594                 None             100%

Linden Square Limited Dividend
     Housing Association
     Limited Partnership
Linden Square
Genesee County, MI                 120          1,299,774          1,299,774     5,284,991                 None              99%

New Garden Associates,
     Limited Partnership
New Garden Place
Gilmer, NC                          76          1,269,794          1,269,794     2,280,549                 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          1998             1998             1997             Subsidy*         1998
--------------------------------  ------------ -----------------  ------------- --------------------    ----------      ------------
<S>                                <C>         <C>               <C>            <C>                     <C>               <C>
Exodus/Lyndon/Windsor,
     Limited Partnership
Findley Place Apartments
Minneapolis, MN                        89           716,000           716,000      2,805,000            None              100%
                                   ------      ------------      ------------   ------------
                                    1,684      $ 27,097,880      $ 26,757,520   $ 54,638,910
                                   ======      ============      ============   ============
</TABLE>

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

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

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

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




<PAGE>


                                      K-15
Item 3.  Legal Proceedings

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


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

None.

                                      PART II

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

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

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

As of June 15, 1998, there were 2,048 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,
                                         1998               1997            1996              1995              1994
<S>                                 <C>              <C>               <C>              <C>              <C>           
Revenue (E)                         $     302,486    $     355,858     $     406,038    $     374,860    $      504,683
Equity in losses of Local Limited
   Partnerships (E)                    (1,546,727)      (2,546,404)       (2,034,515)      (2,048,621)       (2,102,783)
Extraordinary gain on forgiveness
   of indebtedness                         73,252                -           643,509                -                 -
   Per Limited Partnership Unit (A):
     Class A Unit                            1.96                -             17.21                -                 -
     Class B Unit                            1.41                -             12.39                -                 -
Accretion of original issue discount      106,661           98,713            91,595           84,533            78,234
Net Loss                               (3,302,890)      (2,822,852)       (2,427,884)      (2,957,453)       (2,419,200)
   Per Limited Partnership Unit (A):
     Class A Unit                          (91.20)           (78.15             )              (67.39)           (81.37)
                 (66.80)
     Class B Unit                          (33.24)           (26.26)          (20.68)          (32.89)           (24.32)
Cash and  cash equivalents (E)            216,829          381,519           489,191          373,535           676,655
Marketable securities                   1,401,639          998,695           795,099        1,235,123         5,913,600
Other investments                       1,432,375        1,325,714         1,227,001        1,135,406         1,050,873
Investments in Local Limited
   Partnerships                        16,342,634       19,511,417        22,289,712       24,261,436        22,148,406
Total assets (B)                       19,415,336       22,989,174        25,382,895       28,836,803        31,738,376
Long-term debt                                  -          739,994           509,980                -                 -
Total liabilities (E)                   1,399,718        1,678,819         1,245,356        2,312,235         2,349,018
Other Data:
Passive loss (C)                       (3,357,694)      (2,879,273)       (3,272,132)      (3,208,044)       (2,760,037)
   Per Limited Partnership Unit (A):
     Class A Unit                           89.81)           (77.02)          (87.52)          (85.81)           (73.83)
     Class B Unit                          (64.66)           (55.45)          (63.02)          (61.78)           (53.15)
Portfolio income (C)                      274,919          268,300           211,584          396,729           694,665
   Per Limited Partnership Unit (A):
     Class A Unit                            7.35             7.19              5.66            10.61             16.55
     Class B Unit (D)                       37.11            34.69             31.31            32.85             34.93
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)                -
</TABLE>

<PAGE>


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

                                      March 31,      March 31,         March 31,           March 31,        March 31,
                                          1998             1997            1996               1995            1994

<S>                                     <C>              <C>               <C>              <C>               <C>      
Low-Income Housing Tax Credit (C)       5,407,118        5,769,841         5,790,896        4,886,427         3,696,088
   Per Limited Partnership Unit (A):
     Class A Unit                          144.63           154.33            154.90           130.70             98.86
     Class B Unit                          104.13           111.12            111.52            94.10             71.18
Recapture of Low-Income
   Housing Tax Credits (C)                616,112           43,133                -                -                 -
   Per Limited Partnership Unit (A):
     Class A Unit                           16.48             1.15                -                -                 -
     Class B Unit                           11.87              .83                -                -                 -
Local Limited Partnership interests
   owned at end of period (F,G)                25               27                29               30                28

</TABLE>


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

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

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

(D)  Includes $104,663,  $97,097,  $89,592,  $82,949 and $75,692 of accretion of
     the Original Issue Discount for the calendar years ended December 31, 1997,
     1996, 1995, 1994 and 1993, respectively, which is allocable only to holders
     of Class B Units.

(E)  Revenue for the years  ended  March 31,  1998,  1997,  1996,  1995 and 1994
     includes $93,404, $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, 1998, 1997, 1996, 1995
     and 1994 does not include $23,003,  $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 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 that is included in the
     combined cash and cash equivalents of the Fund.  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)  As of March 31, 1998, the Managing  General  Partner has transferred all of
     the  assets  of three of the Texas  Partnerships  (Tamaric,  Northwest  and
     Leatherwood)  subject to their  liabilities to an unaffiliated  entity.  In
     1996, the Fund wrote off its investment in Villas de Montellano against the
     established reserve.

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



<PAGE>



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

Liquidity and Capital Resources

At March  31,  1998,  the Fund had cash  and cash  equivalents  of  $216,829  as
compared with $381,519 at March 31, 1997. The decrease is primarily attributable
to  purchases  of  marketable  securities  in excess of proceeds  from sales and
maturities of marketable  securities.  These  decreases are partially  offset by
cash provided by operations and cash distributions received from Local Limited
Partnerships.

Under the terms of the Partnership  Agreement,  the Fund initially designated 4%
of the Adjusted Gross Proceeds  (which  generally means Gross Proceeds minus the
amounts  committed to the acquisition of Treasury STRIPS) from the sale of Units
as a reserve for working  capital of the Fund and  contingencies  related to the
ownership of Local Limited Partnership  interests.  The Managing General Partner
may  increase  or  decrease  such  Reserves  from  time  to  time,  as it  deems
appropriate.  Funds totaling approximately $312,000 have been withdrawn from the
Reserve account to pay legal and other fees relating to various property issues.
This amount includes  approximately $304,000 relating to the Texas Partnerships.
At March  31,  1998,  approximately  $907,000  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, 1998, 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 $340,000.

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,  1998,  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 $304,000 noted above, the Fund has also advanced
approximately $62,000 to the Texas Partnerships to fund operating deficits.

Cash Distributions

No cash  distributions  were made during the years ended March 31, 1998, 1997 or
1996. It is not expected that cash available for  distribution,  if any, will be
significant  during the 1998 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 1998  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

1998 versus 1997

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

1997 versus 1996

The Fund'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 1997 Tax  Credits  per Unit were  $144.63  and  $104.13 for Class A Unit and
Class B Unit investors, respectively.
The 1996 Tax  Credits  per Unit were  $154.33  and  $111.12 for Class A Unit and
Class B Unit investors, respectively. The 1995 Tax Credits per Unit were $154.90
and $111.52 for Class A Unit and Class B Unit investors,  respectively. The 1994
Tax Credits  per Unit were  $130.70 and $94.10 for Class A Unit and Class B Unit
investors,  respectively.  The 1993 Tax  Credits per Unit were $98.86 and $71.18
for Class A Unit and Class B Unit investors,  respectively.  Tax Credits are not
available  for a  Property  until the  property  is placed  in  service  and its
apartment  units are  occupied by qualified  tenants.  In the first year the Tax
Credit is claimed,  the allowable credit amount is determined using an averaging
convention to reflect the number of months that apartment  units  comprising the
qualified  basis were  occupied by  qualified  tenants  during the year.  To the
extent that the full amount of the annual  credit is not  allocated in the first
year,  an  additional  credit equal to the  difference  is available in the 11th
taxable year.  The transfer of ownership of the Texas  Partnerships  resulted in
nominal recapture of tax credits, since the Texas Partnerships  represented only
2% of the Partnership's tax credits.

The Managing  General Partner  estimates that the 1998 Tax Credits  allocated to
investors  will be  approximately  $153 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.

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

Property Discussions

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 in
order to improve property cash flow.

As  previously  reported,  despite the 1994 debt  restructure,  Bancroft  Street
Apartments,  located in Toledo, Ohio, continues to experience operating deficits
primarily  due to occupancy  issues and  deteriorating  market  conditions.  The
management  agent is  currently  trying to address  these  problems by enhancing
tenant screening and marketing efforts,  as well as implementing  on-site tenant
social  programs.  The Managing General Partner will be working closely with the
management agent and Local General Partner to discuss capital improvements, debt
restructuring and enhance marketing efforts.  For financial  reporting purposes,
the carrying  value of the Fund's  investment in this Local Limited  Partnership
has been reserved by $292,093.

Occupancy for Broadway Tower, located in Revere, Massachusetts, has improved and
is currently at 100%.  However,  the  property is still  experiencing  operating
deficits.  In 1997, the Local General Partner  successfully  negotiated with the
local housing authority for Section 8 rent increases and has begun  implementing
plans to decrease  expenses  associated  with tenant  turnover  and  maintenance
contracts.  The property is currently  covering its operating  expenses and debt
service  with  funds  from  operations  and from  funding  by the Local  General
Partner.

Despite initial construction issues in 1994, all apartments units of
Metropolitan Apartments in Chicago,  Illinois were brought to code and habitable
by the fall of 1996. Strict leasing policies have been implemented and occupancy
as of December 31, 1997 has improved to 88%. Successful  occupancy levels at the
property depend upon locating tenants which meet these strict leasing  policies.
The Local General Partner contributed in excess of $750,000 for the construction
rehabilitation  and operating  deficits,  which exceeded its obligations.  It is
possible  that Fund Reserves may be required to fund  operating  deficits if the
Local  General  Partner is unwilling to fund future  deficits.  To help mitigate
some of these deficits, the Local and Managing General Partners are working with
the  lender  to  substitute  fixed  rate  debt for the  variable  rate  mortgage
currently on the property.

Primrose,  located in Grand Forks,  North Dakota,  Phoenix  Housing,  located in
Moorhead,  Minnesota, and Sycamore,  located in Sioux Falls, South Dakota, which
have the same  Local  General  Partner,  have  been  performing  satisfactorily.
However,  affiliates of the Managing  General Partner have been working with the
local general partner whom has raised some concerns over the long-term financial
health  of the  properties.  In an effort to reduce  possible  future  risk,  in
November 1997, the Managing  General Partner  consummated the transfer of 50% of
the Fund's  interest  in capital and profits in  Primrose,  Phoenix  Housing and
Sycamore to the Local  General  Partner.  The Managing  General  Partner has the
right to transfer the Fund's remaining interest to the Local General Partner any
time  after one year has  elapsed.  The Fund will  retain  its full share of tax
credits  until such time as the  remaining  interest is put to the local general
partner.  For financial  reporting  purposes,  the carrying  value of the Fund's
investment in these Local Limited Partnerships, have been fully reserved.

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  in 1996.  In the fourth  quarter of 1997,  the  Managing
General  Partner  transferred  the  remaining  Texas  Partnership,  Leatherwood,
subject to liabilities,  to an unaffiliated entity. For tax purposes, this event
resulted in both Section 1231 Gain and cancellation of indebtedness income which
was reflected on the 1997 tax return. For financial reporting purposes,  loss on
liquidation of interest in Local Limited Partnership of $4,182 and extraordinary
gain on  cancellation  of  indebtedness  of $73,252 were  recognized in the year
ended March 31, 1998 as a result of this transfer.

As previously  reported,  the Local General  Partner of Capitol Park in Oklahoma
City,  Oklahoma filed a Chapter 7 liquidation  plan for the property  during the
second  quarter of 1997.  The Chapter 7 filing was  dismissed by the  Bankruptcy
Court after its review. The fund transferred its interest in Capital Park to an 
affiliated entity on October 7, 1997.  Therefore, the Fund recognized tax 
credit recapture, plus interest, and the allocation of taxable income to the 
Fund,  which was reflected on the 1997 tax return.  For financial reporting  
purposes the carrying value of the Fund's investment in this Local Limited 
Partnership has been written-off.

In accordance with Financial  Accounting  Standard No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of",
which is effective for fiscal years  beginning after December 15, 1995, the Fund
has  implemented  policies and practices  for  assessing  impairment of its real
estate  assets and  investments  in Local  Limited  Partnerships.  Each asset is
analyzed by real estate experts to determine if an impairment  indicator exists.
If so,  the  current  value  is  compared  to the fair  value  and if there is a
significant  impairment  in value,  a provision  to write down the asset to fair
value will be charged against income.

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, 1998, 1997 and 1996.

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 recently issued Statement of Financial
Accounting  Standards  No. 130,  Reporting  Comprehensive  Income.  The standard
requires that changes in comprehensive  income be shown in a financial statement
that is displayed with the same  prominence as other financial  statements.  The
standard is effective for fiscal years  beginning  after  December 15, 1997. The
Fund will adopt the new standard  beginning  in the first  quarter of the fiscal
year ending March 31, 1999, but is not expected to have a significant  effect on
the Fund's financial position or results of operations.

Item 8.  Financial Statements and Supplementary Data

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

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

None.

<PAGE>


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

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

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

     Name                                           Position

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

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

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

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

Jenny  Netzer,  age 42,  graduated  from  Harvard  University  (B.A.,  1976) and
received a Master's in Public Policy from Harvard's Kennedy School of Government
in 1982.  She joined  Boston  Financial  in 1987 and is a Senior Vice  President
leading the  Institutional  Tax Credit Team.  She is also a member of the Senior
Leadership  Team.  Previously,  Ms. Netzer led Boston  Financial's  new business
initiatives  and  managed  the  firm's  Asset  Management  division,   which  is
responsible  for the  performance  of 750  properties  and providing  service to
35,000  investors.  Before  joining  Boston  Financial,  she was  Deputy  Budget
Director for the  Commonwealth of  Massachusetts,  where she was responsible for
the Commonwealth's  health care and public pension programs' budgets. Ms. Netzer
was also  Assistant  Controller at Yale  University and has been a member of the
Watertown Zoning Board of Appeals.

Michael H. Gladstone,  age 41,  graduated from Emory  University (B.A. 1978) and
Cornell  University  (J.D.,  MBA 1982). He joined Boston  Financial in 1985, and
currently serves as Vice President and as the company's  General Counsel.  Prior
to joining Boston  Financial,  Mr. Gladstone was associated with the law firm of
Herrick & Smith.  Mr. Gladstone is a member of the National Realty Committee and
has served on the  advisory  board to the Housing and  Development  Reporter,  a
national publication on housing issues.

Randolph G.  Hawthorne,  age 48, is a graduate  of  Massachusetts  Institute  of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A.,  1973).
He has been  associated  with Boston  Financial since 1973 and has served as the
Treasurer of Boston  Financial.  Currently a Senior Vice  President of the firm,
Mr. Hawthorne's primary  responsibility is structuring and acquiring real estate
investments.  Mr.  Hawthorne is Past Chairman of the Board of the National Multi
Housing  Council,  having served on the board since 1989. He is a past president
of the  National  Housing  and  Rehabilitation  Association,  is a member of the
Residential Development Council of the Urban Land Institute, as well as a member
of the Advisory  Board of the Berkeley Real Estate  Center at the  University of
California.  In  addition to  speaking  at  industry  conferences,  he is on the
Editorial Advisory Boards of the Tax Credit Advisor and Multi-Housing News.

James D. Hart,  age 40, earned his Bachelor of Arts degree from Trinity  College
and his  Masters  of  Business  Administration  from the  Amos  Tuck  School  at
Dartmouth College. Mr. Hart serves as Chief Financial Officer and is a member of
the Senior  Leadership  Team.  Prior to joining Boston  Financial,  Mr. Hart was
engaged in venture  capital  management  on behalf of  institutional  investors,
including  the  negotiation  and  structuring  of private  equity and  mezzanine
transactions  as a Vice President of Interfid Ltd., and later in the operational
management of a venture-backed  software company, as Managing Director and Chief
Financial  Officer of  Bitstream  Inc.  Mr. Hart has also served on the Board of
Directors  of  several  investee  companies,  including  those  that  went on to
complete initial public offerings.

Paul F. Coughlan,  age 54, is a graduate of Brown  University  (B.A.,  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 on the Institutional Tax Credit Team.

Peter G.  Fallon,  Jr.,  age 59,  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,  to raise capital for the firm's investments.
He is currently a Senior Vice  President and a member of the  Institutional  Tax
Credits  Team  with  responsibility  for  marketing  institutional  investments.
Previously,  he has served as  president  of BFG  Securities,  as a director  of
Boston Financial,  and as marketing director for public and corporate funds. Mr.
Fallon has also served as Chairman of the Board of Directors for Boston  College
High School as well as a director of a local bank.

William E. Haynsworth,  age 58, is a graduate of Dartmouth College (B.A.,  1961)
and Harvard Law School (L.L.B.,  1964;  L.L.M.,  1969).  Prior to joining Boston
Financial in 1977,  Mr.  Haynsworth  was Acting  Executive  Director and General
Counsel of the Massachusetts Housing Finance Agency. He was also the Director of
Non-Residential  Development  of  the  Boston  Redevelopment  Authority  and  an
associate  of the law firm of  Goodwin,  Procter & Hoar.  Appointed  Senior Vice
President in 1986, Mr. Haynsworth brings over 25 years of experience structuring
real estate  investments.  Mr. Haynsworth is a member of the Executive Committee
and the Board of Directors of the Affordable Housing Tax Credit Coalition. He is
a member of the Senior  Leadership Team, the firm's Executive  Committee and the
Board of Directors of Boston Financial.

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, 1998 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.  $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 totaled 7% of the Gross Proceeds.  Acquisition expenses, which include such
expenses as legal fees and expenses,  travel and communications  expenses, costs
of  appraisals,  accounting  fees  and  expenses  did not  exceed  1.5% of Gross
Proceeds. Acquisition fees totaling $2,590,827 (prior to the write-off of Villas
de Montellano,  the Texas  Partnerships and Capitol Park) for the closing of the
Fund's Local Limited  Partnership  Investments have been paid to an affiliate of
the Managing  General  Partner.  Acquisition  expenses  totaling  $825,516  were
incurred  and have been  reimbursed  to an  affiliate  of the  Managing  General
Partner.  Payments made and expenses reimbursed in each of the three years ended
March 31, 1998 are as follows:

                                       1998            1997               1996
                                   ----------      ----------        ---------
 Acquisition fees and expenses     $       -       $  15,990         $   1,805

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 $6,468 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, 1998 are as follows:

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

  Asset management fees            $ 170,028         $ 179,719        $ 174,687


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, 1998 are as follows:

                                    1998             1997             1996
                               ----------       ----------       ----------
  Salaries and benefits
   expense reimbursements      $  95,037         $  92,130        $  99,377

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,
1997 are as follows:

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

   Property Management fees     $ 78,722         $  56,739         $  58,363

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, 1997 are as
follows:

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

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







LMC is also the management agent for the Texas Partnerships.  Fees charged for 
the three years ended December 31, 1997 are as follows:

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

 Property Management fees      $  8,268          $  8,845         $  4,260

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


Cash distributions paid to the General Partners

In accordance with the Partnership Agreement,  the General Partners of the Fund,
Arch Street VI, Inc. and Arch Street VI Limited Partnership,  receive 1% of cash
distributions  made to  partners.  No cash  distributions  have been paid to the
General Partners as of March 31, 1998.

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, 1998 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,
1998.

(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

 (a)(3)(d) None.



<PAGE>


                                   SIGNATURES



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

     BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP

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



     By:   /s/Randolph G. Hawthorne                   Date: 6/30/98
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer

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



     By:   /s/ Randolph G. Hawthorne                 Date: 6/30/98
           Randolph G. Hawthorne,
           Managing Director, Vice President and
           Chief Operating Officer




     By:   /s/Michael H. Gladstone                   Date: 6/30/98
           Michael H. Gladstone,
           A Managing Director



                                       F-1

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, 1998
                           INDEX

                                                                  Page No.


   Report of Independent Accountants
     For the years ended March 31, 1998, 1997 and 1996                F-2

   Combined Financial Statements:

     Combined Balance Sheets - March 31, 1998 and 1997                F-3

     Combined Statements of Operations - For the Years
     ended March 31, 1998, 1997 and 1996                              F-4

     Statements of Changes in Partners' Equity (Deficiency) -
     For the Years ended March 31, 1998, 1997 and 1996                F-6

     Combined Statements of Cash Flows - For the Years
     ended March 31, 1998, 1997 and 1996                              F-7

     Notes to Combined Financial Statements                           F-9

   Financial Statement Schedule:

     Schedule III - Real Estate and Accumulated
      Depreciation                                                    F-26


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>




                                       F-2


                        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, 1998 and
1997 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 each of three years in the period
ended  March 31,  1998.  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,  1998 and  1997,  76% and 76%,
respectively,  of total assets,  and for the year ended March 31, 1998, 1997 and
1996, 82%, 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 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  and the  reports  of  other  auditors  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,  1998 and  1997, and the  results  of its
combined  operations  and its combined cash flows for each of three years in the
period ended March 31, 1998, 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.





Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 22, 1998



<PAGE>


                      BOSTON FINANCIAL TAX CREDIT FUND PLUS
                             (A Limited Partnership)

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

                                       F-8
                             COMBINED BALANCE SHEETS

                             March 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                        1998                   1997
                                                                   --------------         --------------

<S>                                                                <C>                    <C>
Assets
Cash and cash equivalents                                          $      216,829         $      381,519
Marketable securities, at fair value (Note 3)                           1,401,639                998,695
Other investments (Note 5)                                              1,432,375              1,325,714
Accounts receivable                                                             -                  7,943
Mortgagee escrow deposits                                                       -                 13,345
Tenant security deposits                                                        -                  3,639
Investments in Local Limited Partnerships, net of
   reserve for valuation of $1,554,780 in 1998 (Note 4)                16,342,634             19,511,417
Rental property, at cost, net of accumulated depreciation (Note 6)              -                727,397
Other assets                                                               21,859                 19,505
                                                                   --------------         --------------
     Total Assets                                                  $   19,415,336         $   22,989,174
                                                                   ==============         ==============

Liabilities and Partners' Equity
Accounts payable to affiliates (Note 7)                            $    1,042,390         $      881,741
Accounts payable and accrued expenses                                     357,328                 51,702
Accrued interest                                                                -                  1,743
Mortgage notes payable (Note 8)                                                 -                739,994
Security deposits payable                                                       -                  3,639
                                                                   --------------         --------------
     Total Liabilities                                                  1,399,718              1,678,819
                                                                   --------------         --------------

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

Commitments (Note 10)

General, Initial and Investor Limited Partners' Equity                 18,009,741             21,312,631
Net unrealized gain (loss) on marketable securities                         5,877                 (1,591)
                                                                   --------------         --------------
Total Partners' Equity                                                 18,015,618             21,311,040
                                                                   --------------         --------------
     Total Liabilities and Partners' Equity                        $   19,415,336         $   22,989,174
                                                                   ==============         ==============
                        
                        The accompanying notes are an integral part of these combined financial statements.

</TABLE>

<PAGE>


                        COMBINED STATEMENTS OF OPERATIONS

                For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

                                                             1998              1997              1996
                                                       ---------------    ------------       ------------
<S>                                                     <C>               <C>                <C>  
Revenue:
   Rental                                               $      85,552     $    120,829       $    242,199
   Investment                                                  91,226           81,379             41,442
   Accretion of Original Issue Discount (Note 5)              106,661           98,713             91,595
   Other                                                       19,047           54,937             30,802
                                                        -------------     ------------       ------------
     Total Revenue                                            302,486          355,858            406,038
                                                        -------------     ------------       ------------

Expenses:
   Asset management fees, related party (Note 7)              170,028          179,719            174,687
   General and administrative (includes
    reimbursements to an affiliate in the amount
    of $95,037, $92,130 and $99,377) (Note 7)                 194,458          217,169            248,974
   Rental operations, exclusive of depreciation                61,983           80,307            183,920
   Property management fees, related party (Note 7)             8,268            8,845              4,260
   Interest (Note 8)                                           20,532           34,791             69,628
   Bad debt expense                                            32,665                -             12,722
   Provision for valuation of Investments
    in Local Limited Partnerships                           1,554,780                -             41,381
   Provision for valuation of rental property                       -                -            600,000
   Depreciation                                                52,185           70,664             64,413
   Amortization                                                32,135           41,517             43,193
                                                        -------------     ------------       ------------
     Total Expenses                                         2,127,034          633,012          1,443,178
                                                        -------------     ------------       ------------

Loss before equity in losses of Local Limited 
   Partnerships,  minority interest, loss on liquidation
   of interest in Local Limited Partnership
   and extraordinary item                                  (1,824,548)        (277,154)        (1,037,140)

Equity in losses of Local Limited
   Partnerships (Note 4)                                   (1,546,727)      (2,546,404)        (2,034,515)

Minority interest in (income) loss of
   Local Limited Partnerships                                    (685)             706                262

Loss on liquidation of interest
   in Local Limited Partnership (Note 11)                      (4,182)               -                  -
                                                        -------------     ------------       ------------

Net loss before extraordinary item                         (3,376,142)      (2,822,852)        (3,071,393)

Extraordinary gain on cancellation
   of indebtedness (Notes 8, 9 and 11)                         73,252                -            643,509
                                                        -------------     ------------       ------------

Net Loss                                                $  (3,302,890)    $ (2,822,852)      $ (2,427,884)
                                                        =============     ============       ============


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

</TABLE>

<PAGE>


                  COMBINED STATEMENTS OF OPERATIONS (continued)

                For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

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


<S>                                                     <C>               <C>                <C>   
Net loss before extraordinary item 
   allocated to the Limited Partners 
   per Limited Partnership Unit:
     Class A Unit (34,643 Units)                        $      (93.16)    $    (78.15)       $    (84.60)
                                                        =============     ===========        ===========
     Class B Unit (3,290 Units)                         $      (34.65)    $    (26.26)       $    (33.07)
                                                        =============     ===========        ===========
Extraordinary  gain on  cancellation  of 
   indebtedness  allocated to the Limited
   Partners per Limited Partnership Unit:
     Class A Unit (34,643 Units)                        $         1.96    $          -       $      17.21
                                                        ==============    ============       ============
     Class B Unit (3,290 Units)                         $         1.41    $          -       $      12.39
                                                        ==============    ============       ============
Net Loss per Limited Partnership Unit:
   Class A Unit (34,643 Units)                          $      (91.20)    $     (78.15)      $    (67.39)
                                                        =============     ============       ===========
   Class B Unit (3,290 Units)                           $      (33.24)    $     (26.26)      $    (20.68)
                                                        =============     ============       ===========


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

</TABLE>

<PAGE>


             STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

                For the Years Ended March 31, 1998, 1997 and 1996

<TABLE>
<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, 1995    $  (62,615) $ 5,000   $ 23,855,538   $ 2,765,444    $ (45,877)   $ 26,517,490

Net loss                        (25,195)       -     (2,334,650)      (68,039)           -      (2,427,884)

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                        (29,216)       -     (2,707,239)      (86,397)           -      (2,822,852)

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

Net loss                       (34,096)        -     (3,159,426)     (109,368)           -      (3,302,890)
Net change in net unrealized
   losses on marketable
   securities available
   for sale                           -        -              -             -        7,468           7,468
                             ----------  -------   ------------   -----------    ---------    ------------

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


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

</TABLE>

<PAGE>


                        COMBINED STATEMENTS OF CASH FLOWS

                For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>

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

<S>                                                     <C>                <C>              <C>   
Cash flows from operating activities:
Net Loss                                                $  (3,302,890)     $ (2,822,852)    $ (2,427,884)
   Adjustments to reconcile net loss to net cash
     provided by (used for) operating activities:
     Accretion of Original Issue Discount                    (106,661)          (98,713)         (91,595)
     Equity in losses of Local Limited Partnerships         1,546,727         2,546,404        2,034,515
     Bad debt expense                                          32,665                 -           12,722
     Extraordinary gain on cancellation of indebtedness       (73,252)                -         (643,509)
     Loss on transfer and liquidation of interest
           in Local Limited Partnerships                        4,182                 -                -
     Provision for valuation of Investments
       in Local Limited Partnerships                        1,554,780                 -           41,381
     Other                                                          -                 -          (39,896)
     Provision for valuation of rental property                     -                 -          600,000
     (Gain) loss on sales and maturities of
      marketable securities                                    (3,130)             (396)          18,861
     Minority interest in losses of
       Local Limited Partnerships                                 685              (706)            (262)
     Depreciation and amortization                             84,320           112,181          107,606
     Increase (decrease) in cash arising from
      changes in operating assets and liabilities:
       Accounts receivable                                      7,943            14,245          (39,569)
       Mortgagee escrow deposits                               13,345           (13,345)          (5,379)
       Tenant security deposits                                 3,639            (3,634)             (91)
       Other assets                                           (25,447)           (6,430)           2,874
       Accounts payable to affiliates                         163,051           195,920          204,058
       Accounts payable and accrued expenses                  326,667             7,794          (33,737)
       Accrued interest                                             -            (1,879)          80,645
       Security deposits payable                               (3,639)            1,614             (413)
                                                        -------------      ------------     ------------
Net cash provided by (used for) operating activities          222,985           (69,797)        (179,673)
                                                        -------------      ------------     ------------

Cash flows from investing activities:
   Investments in Local Limited Partnerships                  (59,640)                -         (195,000)
   Return of investment in Local Limited
     Partnership                                                    -            18,929                -
   Advances to affiliate                                      (24,173)                -                -
   Purchases of marketable securities                      (1,794,815)         (890,245)      (1,212,343)
   Proceeds from sales and maturities of
     marketable securities                                  1,402,469           683,419        1,681,418
   Payment of acquisition expenses                                  -           (15,990)          (1,805)
   Cash distributions received from Local
     Limited Partnerships                                      90,599           196,602           97,141
   Adjustment to cash upon liquidation
     of general partner interest in a
     Combined Entity                                           (2,115)                -                -
   Purchase of rental property                                      -          (260,604)        (219,340)
                                                        -------------      ------------     ------------
Net cash provided by (used for) investing activities         (387,675)         (267,889)         150,071
                                                        -------------      ------------     ------------


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

</TABLE>

<PAGE>


                  COMBINED STATEMENTS OF CASH FLOWS (continued)

                For the Years Ended March 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>



                                                             1998               1997            1996
                                                        -------------      ------------     ------------
<S>                                                     <C>                <C>              <C>
Cash flows from financing activities:
   Proceeds from mortgage notes payable                             -           233,487          160,500
   Payment of mortgage notes payable                                -            (3,473)         (15,242)
                                                        -------------      ------------     ------------
Net cash provided by financing activities                           -           230,014          145,258
                                                        -------------      ------------     ------------

Net increase (decrease) in cash and cash
   equivalents                                               (164,690)         (107,672)         115,656

Cash and cash equivalents, beginning of year                  381,519           489,191          373,535
                                                        -------------      ------------     ------------

Cash and cash equivalents, end of year                  $     216,829      $    381,519     $    489,191
                                                        =============      ============     ============


Supplemental disclosure of cash flow activity:
   Cash paid for interest                               $      22,275      $     36,670     $     10,510
                                                        =============      ============     ============

</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>


                                      F-25
                   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  partner
consists of Arch Street,  Inc., is also a General  Partner.  Both of the General
Partners are affiliates of The Boston  Financial  Group Limited  Partnership,  a
Massachusetts  limited  partnership  ("Boston  Financial").  An affiliate of the
General  Partners ("SLP  Affiliate") is a special  limited partner in each Local
Limited  Partnership  in which  the Fund  invests,  with the  right to  become a
general partner under certain circumstances.
The fiscal year of the Fund ends on March 31.

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

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

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

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


<PAGE>


             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, 1998,  the Managing  General  Partner has  designated
approximately  $907,000 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  through the date of  disposition,  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 a controlling  financial  interest over the
Texas  Partnerships,  as set forth in  paragraph  22 of ARB 51.  During the year
ended March 31, 1996, control of two of these Texas Partnerships was transferred
to  unrelated  parties,  and as  such,  as of that  date,  these  Local  Limited
Partnerships  were accounted for on the equity method (see Note 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.  As of March 31,  1998,  the  Managing  General  Partner
transferred  all of the assets of the remaining  Combined  Entity,  Leatherwood,
subject to its liabilities, to an unaffiliated entity.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

Basis of Presentation and Combination (continued)

The  General  Partner  has  decided  to  report  results  of the  Local  Limited
Partnerships  on a 90-day  lag basis,  because  the Local  Limited  Partnerships
report  their  results on a calendar  year  basis.  Accordingly,  the  financial
information  of  the  Local  Limited   Partnerships  that  is  included  in  the
accompanying  combined financial statements is as of December 31, 1997, 1996 and
1995. As used herein,  the "Combined  Entities" refers to the Texas Partnership,
prior to the transfer of control and ownership referenced above.

The Fund  recognizes a decline in the carrying  value of its 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 prior to the date of
disposition are recorded in accordance with SFAS 121.  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>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

Rental Income

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

Effect of recently issued Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards  No. 130,  Reporting  Comprehensive  Income.  The standard
requires that changes in comprehensive  income be shown in a financial statement
that is displayed with the same  prominence as other financial  statements.  The
standard is effective for fiscal years  beginning  after  December 15, 1997. The
Fund will adopt the new standard  beginning  in the first  quarter of the fiscal
year ending March 31, 1999, but is not expected to have a significant  effect on
the Fund's financial position or results of operations.

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


3.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<CAPTION>
                                                              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           $ 1,288,646        $   7,069      $   (1,190)      $ 1,294,525
 .
Mortgage backed securities                    107,116              267            (269)          107,114
                                          -----------        ---------      ----------       -----------

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


<PAGE>


             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           $   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>

The contractual maturities at March 31, 1998 are as follows:

                                                                        Fair
                                               Cost                    Value

Due in less than one year                 $   620,557             $   623,796
Due in one year to five years                 668,089                 670,729
Mortgage backed securities                    107,116                 107,114
                                          -----------             -----------
                                           $ 1,395,762             $ 1,401,639
                                           ===========             ===========


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  $1,402,000,  $683,000 and $1,681,000 in fiscal
years 1998, 1997 and 1996, respectively.  Gross gains of $3,540, $1,252 and $538
and gross  losses of $410 , $856 and  $19,399  were  realized  on these sales in
fiscal years 1998, 1997 and 1996,  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-five  Local Limited  Partnerships,  excluding the Combined  Entities (see
Note 11) and Villas de  Montellano,  which were disposed of. 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>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

4.   Investments in Local Limited Partnerships (continued)

The  following  is a  summary  of  Investments  in Local  Limited  Partnerships,
excluding the Combined Entities, for the years ended March 31:

<TABLE>
<CAPTION>
                                                               1998                 1997                1996
                                                          --------------      ---------------     --------------
<S>                                                        <C>                <C>                  <C>    
Capital contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
   Partnerships                                            $  26,757,518      $    28,192,878      $  28,364,048

Cumulative equity in losses of Local Limited
   Partnerships (excluding cumulative unrecognized
   losses of $1,114,301 in 1997)                              (9,402,967)          (9,388,746)        (6,956,866)

Cash distributions received from Local Limited
   Partnerships                                                 (421,883)            (331,284)          (134,682)
                                                           -------------      ---------------      -------------

Investments in Local Limited Partnerships
   before adjustments                                         16,932,668           18,472,848         21,572,500

Excess of investment cost over the underlying 
   net assets acquired:

   Acquisition fees and expenses                               1,122,226            1,168,545          1,156,686

   Accumulated amortization of acquisition
     fees and expenses                                          (157,480)            (129,976)           (98,093)
                                                           -------------      ---------------      -------------
                                                              17,897,414           19,511,417         22,331,093

Reserve for valuation                                         (1,554,780)                   -            (41,381)
                                                           -------------      ---------------      -------------
Investments in Local Limited Partnerships                  $  16,342,634      $    19,511,417      $  22,289,712
                                                           =============      ===============      =============
</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,  1996,  the Fund  established  a
reserve for valuation of investments in Local Limited  Partnerships equal to the
investment in Villas de  Montellano.  At March 31, 1997,  the Fund wrote off its
investment in Villas de Montellano  against the  established  reserve due to the
remote possibility of recovery.

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

As  discussed  in Notes 2 and 11, as of March 31,  1998,  the  Managing  General
Partner  transferred  all of the  assets  of  three  of the  Texas  Partnerships
(Tamaric,   Northwest  and   Leatherwood)   subject  to  their   liabilities  to
unaffiliated entities.

As  discussed  in Note 11, as of March 31,  1998 the  Managing  General  Partner
transferred  all of the assets of Capitol Park subject to its  liabilities to an
affiliated entity.



<PAGE>


             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,
1997,  1996 and 1995  (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>
<CAPTION>

Summarized Balance Sheets - as of December 31,
                                                                1997                1996             1995
                                                            ------------        ------------     --------
<S>                                                         <C>                 <C>              <C>   
Assets:
   Investment property, net                                 $ 71,413,801        $ 74,654,414     $ 79,965,584
   Current assets                                              1,948,305           1,297,435        1,229,803
   Other assets                                                4,084,126           5,621,032        5,791,489
                                                            ------------        ------------     ------------
     Total Assets                                           $ 77,446,232        $ 81,572,881     $ 86,986,876
                                                            ============        ============     ============

Liabilities and Partners' Equity:
   Current liabilities (includes current portion
     of long-term debt)                                     $  2,670,740        $  4,132,210     $  4,198,027
   Long-term debt                                             53,816,347          56,134,225       57,556,933
   Other debt                                                  2,402,905           2,245,256        2,013,530
                                                            ------------        ------------     ------------
     Total Liabilities                                        58,889,992          62,511,691       63,768,490

Fund's Equity                                                 16,763,725          17,448,026       21,272,482
Other Partners' Equity                                         1,792,515           1,613,164        1,945,904
                                                            ------------        ------------     ------------
     Total Liabilities and Partners' Equity                 $ 77,446,232        $ 81,572,881     $ 86,986,876
                                                            ============        ============     ============


Summarized Income Statements -
for the years ended December 31,

Rental and other income                                     $ 10,191,319        $ 10,410,334     $ 10,372,306
                                                            ------------        ------------     ------------

Expenses:
   Operating                                                   5,370,009           7,389,352        5,586,071
   Interest                                                    3,558,581           3,775,340        3,862,343
   Depreciation and amortization                               2,837,510           2,952,750        2,996,711
                                                            ------------        ------------     ------------
     Total Expenses                                           11,766,100          14,117,442       12,445,125
                                                            ------------        ------------     ------------

     Net Loss                                               $ (1,574,781)       $ (3,707,108)    $ (2,072,819)
                                                            ============        ============     ============

Fund's share of net loss                                    $ (1,546,727)       $ (3,660,705)    $ (2,034,515)
                                                            ============        ============     ============
Other Partners' share of net loss                           $    (28,054)       $    (46,403)    $    (38,304)
                                                            ============        ============     ============
</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 $16,763,725
differs  from the  Fund's  investments  in  Local  Limited  Partnerships  before
adjustment of  $16,932,668  primarily  because of  differences in the accounting
treatment of miscellaneous items.


<PAGE>


                  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, 1998 and 1997 is composed of the following:

                                                   1998             1997
                                                 -----------       -----------

   Aggregate cost of Treasury STRIPS             $   918,397       $   918,397
   Accumulated accretion of
     Original Issue Discount                         513,978           407,317
                                                 -----------       -----------
                                                 $ 1,432,375        $1,325,714
                                                 ===========        ==========

The fair value of these securities at March 31, 1998 is $1,756,447. 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 is as follows:

                                                                1996

   Land                                                      $    20,000
   Building and improvements                                   1,361,444
   Equipment                                                     165,316
                                                             -----------
                                                               1,546,760
   Less:  Accumulated depreciation                              (219,363)
          Reserve for impairment                                (600,000)
   Total                                                     $   727,397
                                                             ===========

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,  the Texas  Partnerships  and
Capitol Park) have been paid to an affiliate of the Managing General Partner for
the closing of the Fund's Local Limited Partnership  Investments;  $2,138,541 of
these fees are classified as capital contributions to Local Limited Partnerships
in Note 4 of the Financial  Statements.  Acquisition  expenses totaling $825,516
were incurred and have been  reimbursed to an affiliate of the Managing  General
Partner.

An affiliate of the Managing General Partner currently  receives the base amount
of $6,468 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, 1998,
1997 and 1996 is $170,028, $179,719 and $174,687,  respectively,  of fees earned
by the  affiliate.  At March 31, 1998 and 1997,  the affiliate is due $1,028,863
and $858,835, 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, 1998,  1997 and 1996 is $95,037,  $92,130
and  $99,377,  respectively,  that has been  paid or is  payable  by the Fund as
reimbursements for salaries and benefits  expenses.  At March 31, 1998 and 1997,
$13,527 and  $21,667,  respectively,  is payable to an affiliate of the Managing
General Partner.


<PAGE>


             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 $78,722,  $56,739 and
$58,363 of fees earned by BFPM for the years ended  December 31, 1997,  1996 and
1995, respectively.

Lansing  Management  Company  ("LMC"),  an  affiliate  of the  Managing  General
Partner,  currently  manages  Linden  Square,  a property  in which the Fund has
invested.  Included in operating expenses in the summarized income statements in
Note 4 to the  Financial  Statements  is  $33,120,  $33,120  and $32,442 of fees
earned  by  LMC  for  the  years  ended  December  31,  1997,   1996  and  1995,
respectively.

LMC is also the  management  agent for the Texas  Partnerships.  Included in the
combined statements of operations is $8,268, $8,845 and $4,260 of fees earned by
BFPM for the years ended December 31, 1997, 1996 and 1995, 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 is $1,239  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  which 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 gain on  cancellation
of indebtedness of $444,855 during the year ended March 31, 1996.

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 required monthly principal and interest 
payments of $2,153 and mature in 2030. Leatherwood and RD 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,  ofprincipal  payments  had  been  paid  on  the  mortgage 
notes.  The notes were collateralized by all property of Leatherwood.

On September  23, 1997,  the Managing  General  Partner  transferred  all of the
assets of Leatherwood  subject to their  liabilities to an unaffiliated  entity.
This resulted in a gain on cancellation of indebtedness of $73,252.


<PAGE>


             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 gain on
cancellation of indebtedness in the Combined Financial Statements.

10.  Commitments

At March 31, 1998, the Fund has committed to make future  capital  contributions
and pay future purchase price  installments on its investment in a Local Limited
Partnership.  These  future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local  Limited  Partnership  Agreement and
total $340,000.

11.  Transfer and Liquidation of Interests in Local Limited Partnerships

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

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

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

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



<PAGE>


             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,  1998,  1997 and 1996 to the loss  reported  for
federal income tax purposes for the years ended December 31, 1997, 1996 and 1995
is as follows:
<TABLE>
<CAPTION>
                                                              1998                  1997                1996
                                                           -------------        --------------      ------------

<S>                                                         <C>                   <C>               <C>          
Net Loss per Combined Statement of Operations               $ (3,302,890)         $ (2,822,852)     $ (2,427,884)

   Adjustment to reflect March 31 fiscal year end
     to December 31 tax year end                                  49,839               (26,333)          (80,602)

   Adjustment for equity in losses of Local Limited
     Partnerships for tax purposes under (over) 
     equity in losses for financial
     reporting purposes                                       (1,386,665)            1,347,065          (287,257)

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

   Provision for valuation of Investments in
     Local Limited Partnerships not deductible
     for tax purposes                                          1,554,780                     -            41,381

   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                          (53,513)              (13,456)           13,456

   Related party expenses not paid at December 31,
     not deductible for tax purposes                             170,651               177,436           179,076

   Adjustment for amortization for financial reporting
     purposes over amortization for tax purposes                 (10,314)              (10,204)           (8,869)
                                                             ------------         ------------      ------------

Net Loss for federal income tax purposes                     $(2,978,112)         $ (2,462,645)     $ (3,109,385)
                                                             ============         ============      ============

</TABLE>

<PAGE>


             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, 1998
are as follows:

<TABLE>
<CAPTION>
                                                             Financial            Tax
                                                              Reporting         Reporting
                                                              Purposes          Purposes             Differences

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

The  differences  in the  assets  and  liabilities  of the  Fund  for  financial
reporting  purposes are primarily  attributable to: i) the cumulative  equity in
loss from Local Limited Partnerships for tax reporting purposes is approximately
$2,602,000 greater than for financial reporting purposes. ii) 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 iii) related party  expenses  which are deductible for
financial  reporting  purposes  of  approximately  $1,029,000  but which are not
deductible for tax reporting purposes.

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>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)


13.  Supplemental Combining Schedules
<TABLE>
<CAPTION>

                                                           Balance Sheets

                                        Boston Financial         Combined
                                           Tax Credit             Entity                              Combined
                                           Fund Plus (A)                (B)      Eliminations             (A)
<S>                                      <C>                  <C>               <C>                <C>    
Assets
Cash and cash equivalents                $      216,829       $           -     $           -      $     216,829
Marketable securities, at fair value          1,401,639                   -                 -          1,401,639
Other investments                             1,432,375                   -                 -          1,432,375
Investments in Local Limited
   Partnerships                              16,342,634                   -                 -         16,342,634
Other assets                                     21,859                   -                 -             21,859
                                          -------------       -------------     -------------      -------------
     Total Assets                         $  19,415,336       $           -     $           -      $  19,415,336
                                          =============       =============     =============      =============

Liabilities and Partners' Equity (Deficiency)
Accounts payable to affiliates           $    1,042,390        $          -     $           -      $   1,042,390
Accounts payable and accrued
   expenses                                     357,328                   -                 -            357,328
                                         --------------        ------------     -------------      -------------
     Total Liabilities                        1,399,718                   -                 -          1,399,718
                                          -------------        ------------     -------------      -------------

General, Initial and Investor
   Limited Partners' Equity                  18,009,741                   -                 -         18,009,741
Net unrealized gain on
   marketable securities                          5,877                   -                 -              5,877
                                          -------------        ------------     -------------      -------------
Total Partners' Equity                       18,015,618                   -                 -         18,015,618
                                          -------------        ------------     -------------      -------------
   Total Liabilities and
   Partners' Equity                       $  19,415,336        $          -     $           -      $  19,415,336
                                          =============        ============     =============      =============
</TABLE>

(A) As of March 31, 1998. (B) As of December 31, 1997 - See Note 2.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

13.  Supplemental Combining Schedules (continued)

                            Statements of Operations
<TABLE>
<CAPTION>

                                         Boston Financial        Combined
                                           Tax Credit             Entity                              Combined
                                          Fund Plus (A)             (B)         Eliminations             (A)
<S>                                        <C>               <C>                <C>                <C>
Revenue:
   Rental                                  $          -      $      85,552      $           -      $      85,552
   Investment                                    91,226                  -                  -             91,226
   Accretion of Original Issue Discount         106,661                  -                  -            106,661
   Other                                         11,195              7,852                  -             19,047
                                           ------------      -------------      -------------      -------------
     Total Revenue                              209,082             93,404                  -            302,486
                                           ------------      -------------      -------------      -------------

Expenses:
   Asset management fees, related party         170,028                  -                  -            170,028
   General and administrative                   194,458                  -                  -            194,458
   Rental operations, exclusive of
     depreciation                                     -             61,983                  -             61,983
   Property management fees, related party            -              8,268                  -              8,268
   Interest                                           -             20,532                  -             20,532
   Bad debt expense                              32,665                  -                  -             32,665
   Provision for valuation of Investments
     in Local Limited Partnerships            1,554,780                  -                  -          1,554,780
   Depreciation                                       -             52,185                  -             52,185
   Amortization                                  32,135                  -                  -             32,135
                                           ------------      -------------      -------------      -------------
     Total Expenses                           1,984,066            142,968                  -          2,127,034
                                           ------------      -------------      -------------      -------------

Loss before equity in losses of
   Local Limited Partnerships, minority
    interest, loss on liquidation
   of interest in Local Limited Partnership
    and extraordinary item                   (1,774,984)           (49,564)                 -         (1,824,548)

Equity in losses of Local Limited
   Partnerships                              (1,523,724)                 -            (23,003)        (1,546,727)

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

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

Net Loss before extraordinary item           (3,302,890)           (49,564)           (23,688)        (3,376,142)

Extraordinary gain on cancellation
   of indebtedness                                    -             73,252                  -             73,252
                                           ------------      -------------      -------------      -------------

Net Loss                                   $ (3,302,890)     $      23,688      $     (23,688)     $  (3,302,890)
                                           ============      =============      =============      =============

</TABLE>

(A) For the year ended March 31, 1998.  (B) For the year ended December 31, 1997
- See Note 2.


<PAGE>


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

13.  Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                            Statements of Cash Flows

                                        Boston Financial         Combined
                                           Tax Credit                             Entity              Combined
                                          Fund Plus (A)             (B)        Eliminations              (A)

<S>                                       <C>                  <C>            <C>                 <C>   
Cash flows from operating activities:
   Net Income (Loss)                      $   (3,302,890)      $     23,688   $      (23,688)     $     (3,302,890)
   Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:
      Accretion of Original
       Issue Discount                           (106,661)                 -                -              (106,661)
      Equity in losses of Local Limited
       Partnerships                            1,523,724                  -           23,003             1,546,727
      Bad debt expense                            32,665                  -                -                32,665
      Extraordinary gain on cancellation
        of indebtedness                                -            (73,252)               -               (73,252)
      Loss on liquidation of interest in
        Local Limited Partnerships                 4,182                  -                -                 4,182
      Provision for valuation of Investments
        in Local Limited Partnership           1,554,780                  -                -             1,554,780
      Gain on sales and maturities of
       marketable securities                      (3,130)                 -                -                (3,130)
      Minority interest in loss of
       Local Limited Partnership                       -                  -              685                   685
      Depreciation and amortization               32,135             52,185                -                84,320
      Increase (decrease) in cash
       arising from changes in operating
       assets and liabilities:
        Accounts receivable                            -              7,943                -                 7,943
        Mortgagee escrow deposits                      -             13,345                -                13,345
        Tenant security deposits                       -              3,639                -                 3,639
        Other assets                              (3,510)           (21,937)               -               (25,447)
        Accounts payable to affiliates           161,888              1,163                -               163,051
        Accounts payable and accrued
           expenses                              328,019             (1,352)               -               326,667
        Security deposits payable                      -             (3,639)               -                (3,639)
                                          --------------       ------------   --------------      ----------------
Net cash provided by operating
    activities                                   221,202              1,783                -               222,985
                                          --------------       ------------   --------------      ----------------

Cash flows from investing activities:
   Investment in Local Limited Partnership       (59,640)                 -                -               (59,640)
   Advances to affiliate                         (24,173)                 -                -               (24,173)
   Purchases of marketable securities         (1,794,815)                 -                -            (1,794,815)
   Proceeds from sales and maturities
     of marketable securities                  1,402,469                  -                -             1,402,469
   Cash distributions received from
     Local Limited Partnerships                   90,599                  -                -                90,599
   Adjustment to cash upon liquidation of
     general partner interest in a Combined
     Entity                                           -              (2,115)               -                (2,115)
                                          -------------        ------------   --------------      ----------------
Net cash used for investing activities          (385,560)            (2,115)               -              (387,675)
                                          --------------       ------------   --------------      ----------------

</TABLE>

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

13.  Supplemental Combining Schedules (continued)
<TABLE>
<CAPTION>

                                                     Statements of Cash Flows (continued)

                                         Boston Financial        Combined
                                            Tax Credit            Entity                              Combined
                                          Fund Plus (A)             (B)       Eliminations              (A)

<S>                                       <C>                  <C>            <C>                 <C>   
Net decrease in cash and
   cash equivalents                             (164,358)              (332)               -              (164,690)

Cash and cash equivalents, beginning             381,187                332                -               381,519
                                          --------------       ------------   --------------      ----------------

Cash and cash equivalents, ending         $      216,829       $          -   $            -      $        216,829
                                          ==============       ============   ==============      ================
</TABLE>

(A) For the year ended March 31, 1998.  
(B) For the year ended December 31, 1997 - 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
Which Registrant has Invested at March 31, 1998
<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
<S>                                <C>       <C>               <C>              <C>                <C>                  
Low and Moderate
   Income Apartment Complexes

Village Oaks/Leatherwood  (4)
  Yoakum, TX
Tamaric Apartments (3)
  Cedar Park, TX
Northwest Apartments (3)
  Georgetown, TX
Pilot House                          132     $ 3,294,678       $  382,800       $  5,680,595       $    25,416
  Newport News, VA
Jardines                              60       2,621,337           90,000          3,204,272            43,308
  Juncos,Puerto Rico
Livingston Arms                       25         526,806           50,820          1,827,287          (23,683)
  Poughkeepsie, NY
Broadway Towers                       92       5,986,333          352,627          6,929,593           211,860
  Revere, MA
Phoenix Housing                       40       1,935,000           46,000          2,563,267             4,755
  Moorhead, MN
Cottages of Aspen                    114       4,755,000          413,024          4,375,829         1,286,174
  Oakdale, MN
45th & Vincennes                      19         669,209            5,173          1,320,445            27,647
  Chicago, IL
Long Creek Court                      14         554,529           20,000            686,849             8,779
  Kittrell, NC
Atkins Glen                           24         956,977           18,000          1,032,162           131,176
  Stoneville, NC
Tree Trail                           108       2,679,116          160,000          5,076,748         (190,502)
  Gainesville, FL
Meadow Wood                           88       2,666,882          240,300          4,175,452         (139,294)
  Smyrna,TN
Primrose                              48       1,097,042          234,269          1,704,025          (47,389)
  Grand Forks, ND
Sycamore                              48       1,268,927          143,966          1,677,505           186,911
  Sioux Falls, SD
Preston Place                        120       3,217,300        1,147,522          4,402,487           320,321
  Winchester, VA
Kings Grant Court                     36         905,964           43,000          1,664,102            10,726
  Statesville, NC
Chestnut Plains                       24         604,861           29,750            935,968             5,065
  Winston-Salem, NC
Capitol Park (5)
  Oklahoma City, OK
Bancroft Street                       97       1,335,373           51,289          2,366,139            31,417
  Toledo, OH
Hudson Square                         82         879,276           16,500          1,325,732             6,734
  Baton Rouge, LA
Walker Woods II                       19         827,775          120,263          1,292,998          (10,562)
  Dover, DE
Vista Villa                          100       4,469,939               10          3,475,268         2,944,659
  Saginaw County, MI
Metropolitan Apartments               69       2,105,452           40,000          2,569,593         1,946,582
  Chicago, IL
Carolina Woods II                     40         910,594          100,189            694,813         1,011,026
  Greensboro, NC
Linden Square                        120       5,284,991          285,000            767,091         5,846,800
  Genesee County, MI
New Garden Place                      76       2,280,549           95,000          3,396,078                 0
  Gilmer, NC
Findley Place Apts                    89       2,805,000           64,787          3,465,022           111,827
  Minneapolis, MN

                                -------------------------------------------------------------------------------
                                ===============================================================================
TOTAL                              1,684     $54,638,910       $4,150,289       $ 66,609,320       $13,749,753

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

(1) The  aggregate  cost  for  Federal  Income  Tax  purposes  is  approximately
$85,246,000.

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

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

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

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


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




Boston Financial Tax Credit Fund Plus, A Limited Partnership Schedule III - Real
Estate  and  Accumulated   Depreciation  of  Property  owned  by  Local  Limited
Partnerships Which Registrant has Invested at March 31, 1998
<TABLE>
<CAPTION>

                               GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1997                    LIFE ON
                           ------------------------------------------------------------
                                                                                                      WHICH
                                             BUILDINGS                                             DEPRECIATION
                               LAND AND         AND                      ACCUMULATED      DATE     IS COMPUTED      DATE
DESCRIPTION                  IMPROVEMENTS   IMPROVEMENTS     TOTAL      DEPRECIATION     BUILT       (YEARS)      ACQUIRED
-----------                  ------------   ------------     -----      ------------     -----       -------      --------
<S>                              <C>          <C>    <C>    <C>             <C>         <C>        <C>
Low and Moderate
   Income Apartment Complexes

Village Oaks/Leatherwood  (4)
  Yoakum, TX
Tamaric Apartments (3)
  Cedar Park, TX
Northwest Apartments (3)
  Georgetown, TX
Pilot House                      $  382,800   $5,706,011    $6,088,811      $  919,166  12/31/92    8, 20, 40     02/25/92
  Newport News, VA
Jardines                             90,000    3,247,580     3,337,580         589,605  02/28/92      5, 35       04/14/92
  Juncos,Puerto Rico
Livingston Arms                      50,820    1,803,604     1,854,424         368,033  05/01/92    5-7, 27.5     05/01/92
  Poughkeepsie, NY
Broadway Towers                     352,627    7,141,453     7,494,080       1,258,740  09/30/91     5-10, 40     06/02/92
  Revere, MA
Phoenix Housing                      46,000    2,568,022     2,614,022         369,295  09/30/92      10, 40      07/06/92
  Moorhead, MN
Cottages of Aspen                   273,023    5,802,004     6,075,027         994,038  11/30/92    7, 15-27.5    07/02/92
  Oakdale, MN
45th & Vincennes                      5,173    1,348,092     1,353,265         275,983  01/04/93   Useful Lives   06/26/92
  Chicago, IL
Long Creek Court                     27,551      688,077       715,628          93,626  01/01/92   Useful Lives   07/01/92
  Kittrell, NC
Atkins Glen                          14,000    1,167,338     1,181,338         143,457  01/15/93   Useful Lives   07/01/92
  Stoneville, NC
Tree Trail                          160,000    4,886,246     5,046,246         997,810  12/18/92      10, 30      10/30/92
  Gainesville, FL
Meadow Wood                         240,300    4,036,158     4,276,458         880,982  07/20/92      10, 30      10/30/92
  Smyrna,TN
Primrose                            181,829    1,709,076     1,890,905         217,279  12/28/92      7, 40       12/09/92
  Grand Forks, ND
Sycamore                            143,966    1,864,416     2,008,382         257,768  02/28/93      7, 40       12/17/92
  Sioux Falls, SD
Preston Place                     1,174,617    4,695,713     5,870,330         815,420  10/01/93    8, 20, 40     12/21/92
  Winchester, VA
Kings Grant Court                    43,000    1,674,828     1,717,828         388,083  07/30/92    15 - 27.5     12/23/92
  Statesville, NC
Chestnut Plains                      29,750      941,033       970,783         203,589  09/30/90    5, 10, 40     12/24/92
  Winston-Salem, NC
Capitol Park (5)
  Oklahoma City, OK
Bancroft Street                      51,289    2,397,556     2,448,845         434,144  12/18/92   Useful Lives   12/31/92
  Toledo, OH
Hudson Square                        16,500    1,332,466     1,348,966         275,105  11/30/92    4-10, 27.5    03/08/93
  Baton Rouge, LA
Walker Woods II                     233,263    1,169,436     1,402,699         246,468  10/29/93   7, 16, 27.5    06/11/93
  Dover, DE
Vista Villa                         773,930    5,646,007     6,419,937         958,984  10/20/94  5-7, 15, 27.5   08/04/93
  Saginaw County, MI
Metropolitan Apartments              40,000    4,516,175     4,556,175         717,268  08/30/94   Useful Lives   08/19/93
  Chicago, IL
Carolina Woods II                   100,189    1,705,839     1,806,028         145,347  08/19/94   Useful Lives   10/11/93
  Greensboro, NC
Linden Square                       313,500    6,585,391     6,898,891         560,999  12/31/94   Useful Lives   10/29/93
  Genesee County, MI
New Garden Place                    186,314    3,304,764     3,491,078         506,188  08/15/94   7, 15, 27.5    06/24/94
  Gilmer, NC
Findley Place Apts                  120,737    3,520,899     3,641,636         478,184  11/28/94  5-7, 15, 27.5   07/15/94
  Minneapolis, MN

                           ------------------------------------------------------------
                           ============================================================
TOTAL                            $5,051,178   $79,458,184   $84,509,362     $13,095,561
                           ============================================================

</TABLE>



Summary of property owned and accumulated depreciation:

Property Owned December 31, 1997
--------------------------------------------------------------------------------
Balance at beginning of period                                      $85,046,368 
  Additions during period:

      Other acquisitions                                       37,008
      Improvements etc.                                       162,930
                                                         -------------
                                                                        199,938

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

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


Property Owned December 31, 1996
--------------------------------------------------------------------------------
Balance at beginning of period                                      $88,196,508 
   Additions during period:

      Other acquisitions                                        6,240
      Improvements etc.                                       469,103
                                                         -------------
                                                                        475,343

   Deductions during period:
      Disposals                                              (24,964)
      Impairment of assets (5)                            (2,455,826)
      Write off of Properties transferred (3)               (884,089)
      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
--------------------------------------------------------------------------------
Balance at beginning of period                                      $87,000,025 
   Additions during period:

      Other acquisitions                                      203,563
      Improvements etc.                                       328,167
                                                         -------------
                                                                        531,730
   Deductions during period:
      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
                                                                  =============

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









Accumulated Depreciation December 31, 1996
-------------------------------------------------------------------
Balance at beginning of period                         $ 8,230,924 
 Additions during period:
     Depreciation                                        2,916,742
Impairment of assets                                     (596,212)
Write off of Properties transferred (3)                   (88,836)
Eliminations Texas Partnerships 1996                     (819,363)
Eliminations Texas Partnerships 1995                       748,699
                                                       -----------
Balance at close of period                             $10,391,954
                                                       ===========










Accumulated Depreciation December 31, 1995
-------------------------------------------------------------------
Balance at beginning of period                          $5,288,351 
 Additions during period:
     Depreciation                                        2,917,191
Impairment of assets                                       600,000
Eliminations Texas Partnerships 1995                     (748,699)
Eliminations Texas Partnerships 1994                       174,081
                                                        -----------
Balance at close of period                              $8,230,924
                                                        ===========






       BOSTON FINANCIAL TAX CREDITS PLUS
              (A Limited Partnership)

             Annual Report on form 10-K
           For The Year Ended March 31, 1998
            Reports of Independent Auditors

<PAGE>
[Letterhead]

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



INDEPENDENT AUDITORS' REPORT

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


We have audited the accompanying balance sheets of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1997 and  December  31,  1996,  and the
related  statements of income (loss),  partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
project's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

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

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on page 11) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Carolina Woods  Associates II, Limited  Partnership.  Such  information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and in our opinion,  is fairly  stated in all  material  respects in
relation to the financial statements taken as a whole.

/s/ Halbert, Katz & Co., P.C.


January 30, 1998
<PAGE>
[Letterhead]

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

INDEPENDENT AUDITORS' REPORT

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


We have audited the accompanying balance sheets of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1996 and  December  31,  1995,  and the
related  statements of income (loss),  partners'  capital and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
project's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements referred to above presents fairly, in
all material  respects,  the financial position of Carolina Woods Associates II,
Limited  Partnership  as of December 31, 1996 and  December  31,  1995,  and the
results of its operations,  changes in partners'  capital and cash flows for the
years then ended, in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The supporting  information  included in
the  report  (shown  on page 11) is  presented  for the  purpose  of  additional
analysis  and is not a  required  part  of the  basic  financial  statements  of
Carolina Woods  Associates II, Limited  Partnership.  Such  information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and in our opinion,  is fairly  stated in all  material  respects in
relation to the financial statements taken as a whole.

/s/ Halbert, Katz & Co., P.C.


January 30, 1997

<PAGE>

Letterhead]

[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS


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

Independent Auditors Report


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

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

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


/s/ Patterson & Kelly, P.A.
PATTERSON & KELLY, P.A.

Dover, Delaware
February 25, 1998
<PAGE>

Letterhead]

[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS


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

Independent Auditors Report


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

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

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


/s/ Patterson & Kelly, P.A.
PATTERSON & KELLY, P.A.

Dover, Delaware
February 15, 1997
<PAGE>
 [Letterhead]

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



INDEPENDENT AUDITOR'S REPORT

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

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

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

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

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 02, 1998

/s/ Jorge del Manzano Venegas
Stamp no. 1443881 of the
Puerto Rico Society of CPA's
was affixed to the original
<PAGE>
 [Letterhead]

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



INDEPENDENT AUDITOR'S REPORT

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


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

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

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

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

<PAGE>
[Letterhead]

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


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


I have  audited the  accompanying  balance  sheets of New Garden  Associates,  A
Limited  Partnership,  as of  December  31,  1997  and  1996,  and  the  related
statements  of  operations,  changes in partners'  equity and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

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

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

[Letterhead]

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


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


I have  audited the  accompanying  balance  sheets of New Garden  Associates,  A
Limited  Partnership,  as of  December  31,  1996  and  1995,  and  the  related
statements  of  operations,  changes in partners'  equity and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
partnership's  management.  My  responsibility is to express an opinion on these
financial statements based on my audit.

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

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

/s/O. DOUGLAS COVINGTON
O. DOUGLAS COVINGTON, CPA
Greensboro, North Carolina
February 10, 1997
<PAGE>
 [Letterhead]

[LOGO]
Coopers & Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Broadway Tower Limited Partnership


We have  audited  the  accompanying  balance  sheet of  Broadway  Tower  Limited
Partnership as of December 31, 1997,  and the related  statements of operations,
partner's  equity  (deficiency),  and cash flow for the year then  ended.  These
financial  statements are the responsibility of the management of Broadway Tower
Limited  Partnership.  Our  responsibility  is to  express  an  opinion on these
financial statements based on our audit.

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

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

/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 30, 1998
<PAGE>
 [Letterhead]

[LOGO]
Coopers & Lybrand

REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
Broadway Tower Limited Partnership


We have  audited  the  accompanying  balance  sheet of  Broadway  Tower  Limited
Partnership as of December 31, 1996,  and the related  statements of operations,
partner's  equity  (deficiency),  and cash flow for the year then  ended.  These
financial  statements are the responsibility of the management of Broadway Tower
Limited  Partnership.  Our  responsibility  is to  express  an  opinion on these
financial statements based on our audit.

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

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

/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 31, 1997
<PAGE>
[Letterhead]

[LOGO]
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]
ZINNER & CO.
Cleveland, Ohio

INDEPENDENT AUDITORS' REPORT


To the Partners
Bancroft Street Limited Partnership


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

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

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

/s/Zinner & Co.

January 27, 1998
<PAGE>
 [Letterhead]

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


To the Partners
Bancroft Street Limited Partnership


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

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

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

/s/Zinner & Co.

January 13, 1997
<PAGE>
 [Letterhead]

[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT

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

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

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

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

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


January 29, 1998
<PAGE>
 [Letterhead]

[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT


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

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

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

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

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


January 21, 1997
<PAGE>
[Letterhead]

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

INDEPENDENT AUDITOR'S REPORT


The Partners
Duluth Limited Partnership II
Wahpeton, North Dakota

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

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

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

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

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

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

INDEPENDENT AUDITOR'S REPORT


The Partners
Duluth Limited Partnership II
Wahpeton, North Dakota

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

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

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


/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997
<PAGE>
 [Letterhead]

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

INDEPENDENT AUDITOR'S REPORT


The Partners
Dakota Square Manor Limited Partnership
Wahpeton, North Dakota

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

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

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

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 21, 1998
<PAGE>
 [Letterhead]

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

INDEPENDENT AUDITOR'S REPORT


The Partners
Dakota Square Manor Limited Partnership
Wahpeton, North Dakota

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

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

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

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997
<PAGE>
 [Letterhead]

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

INDEPENDENT AUDITOR'S REPORT


The Partners
Phoenix Housing Limited Partnership
Wahpeton, North Dakota

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

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

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

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 21, 1998
<PAGE>
 [Letterhead]

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

INDEPENDENT AUDITOR'S REPORT


The Partners
Phoenix Housing Limited Partnership
Wahpeton, North Dakota

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

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

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

/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997
<PAGE>
 [Letterhead]

[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT


To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois

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

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

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

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

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

<PAGE>
 [Letterhead]

[LOGO]
Haran & Associates Ltd.

INDEPENDENT AUDITOR'S REPORT


To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois

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

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

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

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


January 17, 1997

<PAGE>
[Letterhead]
[LOGO]
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]
MILLER WELLE HEISER

INDEPENDENT AUDITOR'S REPORT


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

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

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

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

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

St. Cloud, Minnesota
January 28, 1998
<PAGE>
[Letterhead]

[LOGO]
MILLER WELLE HEISER

INDEPENDENT AUDITOR'S REPORT


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

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

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

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

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

St. Cloud, Minnesota
January 25, 1997

<PAGE>

[Letterhead]

[LOGO]
DIXON ODOM, P.L.L.C.
Highpoint, N.C.

To the Partners
Atkins Glen Limited Partnership
Raleigh, North Carolina

We have  compiled  the  accompanying  balance  sheets  of  Atkins  Glen  Limited
Partnership  as of  December  31, 1997 and 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  1997 financial  statements and,  accordingly,  do not
express an opinion or any other form of assurance on them.

/s/ Dixon Odom, P.L.L.C.
January 30,  1998

<PAGE>

[Letterhead]

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


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

<PAGE>

[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, P.L.L.C.
Highpoint, NC

INDEPENDENT AUDITORS' REPORT

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

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Kings Grant Court  Limited
Partnership  as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended on the basis of accounting described
in Note A.


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

<PAGE>
[Letterhead]

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

INDEPENDENT AUDITORS' REPORT

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

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

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

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

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



/s/ Dixon, Odom & Co., L.L.P.
February 7, 1997
<PAGE>
 [Letterhead]

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


To the Partners
Chestnut Plains Limited Partnership
Raleigh, North Carolina

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

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

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


/s/ Dixon Odom, P. L.L.C.
January 23, 1998
<PAGE>
 [Letterhead]

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


To the Partners
Chestnut Plains Limited Partnership
Raleigh, North Carolina

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

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

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


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

<PAGE>

[Letterhead]

[LOGO]
Dixon Odom, P. L.L.C.
Highpoint, NC

INDEPENDENT AUDITORS' REPORT

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

We have  compiled the  accompanying  balance  sheet of Long Creek Court  Limited
Partnership  as of December 31, 1997 and the related  statements of  operations,
partners' equity (deficit) and cash flows for the year then ended, in accordance
with  Statements of 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  1997 financial  statements and,  accordingly,  do not
express an opinion or any other form of assurance on them.

The 1996  financial  statements  of Long Creek Court  Limited  Partnership  were
compiled by other  accountants  whose report dated  January 23, 1997 stated that
they  did not  express  an  opinion  or any  other  form of  assurance  on those
statements.


/s/ Dixon Odom, P. L.L.C.
January 28, 1997

<PAGE>

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

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

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

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

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

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

 [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 Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments  that might result from the outcome of this  uncertainty  except
for the  recognition of the impairment  loss through the statement of profit and
loss.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated January 18, 1997, on our
consideration  of Prince Hall Housing  Associates,  Limited's  internal  control
structure and reports dated  January 18, 1997, on its  compliance  with specific
requirements applicable to major HUD programs,  specific requirements applicable
to Affirmative Fair Housing,  and specific  requirements  applicable to nonmajor
HUD program transactions. <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

<PAGE>
[Letterhead]

[LOGO]
BERC &
FOX LIMITED

Independent Auditors' Report


To the Partners,

Exodus/Lyndale/Windsor Limited Partnership:


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

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

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


/s/ Berc & Fox Limited
Minneapolis, Minnesota


January 23, 1998
<PAGE>
[Letterhead]

[LOGO]
BERC &
FOX LIMITED

Independent Auditors' Report


To the Partners,

Exodus/Lyndale/Windsor Limited Partnership:


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

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

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


/s/ Berc & Fox Limited
Minneapolis, Minnesota


January 23, 1997
<PAGE>
[Letterhead]

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

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


We have  audited  the  accompanying  Balance  Sheet of Vista  Villa/MHT  Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   limited
partnership),  MSHDA Development No. 906 as of December 31, 1997 and the related
Statements of Profit and Loss,  Partners' Equity and Cash Flow for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Vista  Villa/MHT  Limited
Dividend Housing  Association  Limited  Partnership at December 31, 1997 and the
results  of its  operations  and its  cash  flow  for the year  then  ended,  in
conformity with generally accepted accounting principles.

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a  whole.  The  supplementary  data on pages 12
through  16 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly stated, in all material respects,  in
relation to the financial statements taken as a whole.

/s/Hungerford & Co

February 11, 1998
<PAGE>
[Letterhead]

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

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

We have  audited  the  accompanying  Balance  Sheet of Vista  Villa/MHT  Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   limited
partnership),  MSHDA Development No. 906 as of December 31, 1996 and the related
Statements of Profit and Loss,  Partners' Equity and Cash Flow for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Vista  Villa/MHT  Limited
Dividend Housing  Association  Limited  Partnership at December 31, 1996 and the
results  of its  operations  and its  cash  flow  for the year  then  ended,  in
conformity with generally accepted accounting principles.

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

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken  as a  whole.  The  supplementary  data on pages 12
through  16 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion,  is fairly stated, in all material respects,  in
relation to the financial statements taken as a whole.

/s/Hungerford & Co

February 12, 1997

<PAGE>

[Letterhead]

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

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


We have  audited  the  accompanying  Balance  Sheet of Vista  Villa/MHT  Limited
Dividend   Housing   Association   Limited   Partnership  (a  Michigan   limited
partnership),  MSHDA Development No. 906 as of December 31, 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]
Reznick Fedder & Silverman

INDEPENDENT AUDITOR'S REPORT

To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership


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

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

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

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

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established b the American Institute of Certified Pubic Accountants.  A material
weakness is a  reportable  condition  in which the design or operation of one or
more of the specific  internal  control elements does not reduce to a relatively
low level the risk that  errors or fraud in amounts  that would be  material  in
relation to the financial statements being audited may occur and not be detected
within a timely  period by employees in the normal  course of  performing  their
assigned  functions.  We noted no matters involving the internal control and its
operations that we consider to be material weaknesses as defined above.

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

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

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

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman

INDEPENDENT AUDITOR'S REPORT

To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership

We have audited the accompanying balance sheet of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1996, and the related
statements  of profit and loss (on HUD Form No.  92410),  partners'  capital and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1996, and the results
of its operations,  the changes in partners' capital and cash flows for the year
then ended, in conformity with generally accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information on pages 18
through  21 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the financial statements taken as a whole. <PAGE> In accordance with
Government  Auditing  Standards,  we have also issued a report dated January 30,
1997 on our consideration of Linden Square Limited Dividend Housing  Association
Limited Partnership's  internal control structure and a report dated January 30,
1997 on laws and regulations applicable to the financial statements.

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

<PAGE>
[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]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report


The Partners
Tree Trail Apartments, A Limited Partnership:


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

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

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


/s/ KPMG Peat Marwick LLP


February 16, 1998
<PAGE>

[Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA


Independent Auditors' Report


The Partners
Tree Trail Apartments, A Limited Partnership:


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

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

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


/s/ KPMG Peat Marwick LLP


February 6, 1997
<PAGE>
 [Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report


The Partners
Meadow Wood Townhomes, A Limited Partnership:


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

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

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


/s/ KPMG Peat Marwick LLP


February 16, 1998
<PAGE>
 [Letterhead]

[LOGO]
KPMG Peat Marwick LLP
Atlanta, GA

Independent Auditors' Report


The Partners
Meadow Wood Townhomes, A Limited Partnership:


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

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

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


/s/ KPMG Peat Marwick LLP


January 29, 1997
<PAGE>

[Letterhead]

[LOGO]
Richard J. Bellew

Independent Auditor's Report


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


I have audited the accompanying balance sheet of 99 LIVINGSTON ASSOCIATES,  L.P.
(the  Partnership)  as of  December  31,  1997  and the  related  statements  of
operations,  partners'  capital  and cash flows for the year then  ended.  These
financial statements are the responsibility of the Partnership's  management. My
responsibility  is to express an opinion on these financial  statements based on
my audit.

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

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


/s/ Richard J. Bellew

Garrison, New York
February 17, 1998
<PAGE>

[Letterhead]

[LOGO]
Richard J. Bellew

Independent Auditor's Report


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


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

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

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


/s/ Richard J. Bellew

Garrison, New York
February 17, 1997
<PAGE>
[Letterhead]

[LOGO]
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>

<PAGE>
Letterhead]

[LOGO]
POST, FORD & GUSTAVSON

Independent Auditor's Report

To the Partners
Hudson Square Apartments Company
Houston, Texas


We have  audited the  accompanying  balance  sheet of Hudson  Square  Apartments
Company Project No. 064-44036,  (a Limited  Partnership) as of December 31, 1997
and the related statements of income,  partners' capital, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  Management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of HUD Project No. 064-44036 at
December  31,  1997 and the  results of its  operations,  charges  in  partners'
capital and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.

In accordance  with Government  Auditing  Standards and the  consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
urban  development,  we have also issued a report dated January 15, 1998, on our
consideration of Hampton Village Limited  Partnership's  internal  control,  and
reports  dated January 15, 1998, on its  compliance  with specific  requirements
applicable  to major  HUD  programs  and  specific  requirements  applicable  to
Affirmative Fair Housing.

/s/Post Ford & Gustovson

Shreveport, Louisiana
January 15, 1998
<PAGE>
Letterhead]

[LOGO]
POST, FORD & GUSTAVSON

Independent Auditor's Report

To the Partners
Hudson Square Apartments Company
Houston, Texas


We have  audited the  accompanying  balance  sheet of Hudson  Square  Apartments
Company Project No. 064-44036,  (a Limited  Partnership) as of December 31, 1996
and the related statements of income,  partners' capital, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Partnership's  Management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of HUD Project No. 064-44036 at
December 31, 1996 and the results of its  operations  and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

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

/s/Post Ford & Gustovson

Shreveport, Louisiana
February 10, 1997

PAGE>
[Letterhead]

[LOGO]
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>

<PAGE>
[Letterhead]

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

Independent Auditors' Report

To the Partners
Pilot House Associates, L.P.

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the assets,  liabilities and partners' capital of Pilot
House  Associates,  L.P. at December 31, 1997, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

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

January 28, 1998
<PAGE>
[Letterhead]

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

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
Glen Allen, Virginia

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
Glen Allen, Virginia

Independent Auditors' Report

To the Partners
Preston Place Associates, L.P.

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

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets,  liabilities and partners' capital of Preston
Place  Associates,  L.P. at December 31, 1997, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

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

<PAGE>
[Letterhead]

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

Independent Auditors' Report

To the Partners
Preston Place Associates, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital of Preston Place Associates,  L.P., a Virginia Limited  Partnership (the
"Partnership"),  as  of  December  31,  1996,  and  the  related  statements  of
operations,  changes  in  partners'  capital,  and cash  flows for the year then
ended.  These financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the assets,  liabilities and partners' capital of Preston
Place  Associates,  L.P. at December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

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

January 29, 1997

<PAGE>
[Letterhead]

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

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
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