GTW1

                           FORM 10-K
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC  20549

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                         (FEE REQUIRED)

For the fiscal year ended
  March 31, 2000                Commission file number 0-17711

                      GATEWAY TAX CREDIT FUND, LTD.
       (Exact name of Registrant as specified in its charter)

            Florida                              59-2852555
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)             Identification No.)

            880 Carillon Parkway, St. Petersburg, Florida  33716
 (Address of principal executive offices)                (Zip Code)

Registrant's Telephone Number, Including Area Code      (727) 573-3800

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

                      Title of Each Class
             Units of Limited Partnership Interest

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 (Sec. 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


                                Number of Record Holders
Title of Class                  as of March 31, 2000

Limited Partnership Interest                 2,104
General Partner Interest                        2

DOCUMENTS INCORPORATED BY REFERENCE
Part III and IV - Registration Form S-11 and all Amendments and Supplements
thereto.               File No. 33-18142

<PAGE>
                             PART I

Item 1.  Business

  Gateway Tax Credit Fund, Ltd. ("Gateway") is a Florida limited
partnership.  The general partners are Raymond James Tax Credit Funds,
Inc., the Managing General Partner, and Raymond James Partners, Inc. both
of which are sponsors of Gateway Tax Credit Fund, Ltd. and wholly-owned
subsidiaries of Raymond James Financial, Inc.  Gateway was formed October
27, 1987 and commenced operations as of June 30, 1988 with the first
admission of Limited Partners.

  Gateway is engaged in only one industry segment, to acquire limited
partnership interests in unaffiliated limited partnerships ("Project
Partnerships"), each of which owns and operates one or more apartment
complexes eligible for Low-Income Housing Tax Credits under Section 42 of
the Internal Revenue Code ("Tax Credits"), received over a ten year period.
Subject to certain limitations, Tax Credits may be used by Gateway's
investors to reduce their income tax liability generated from other income
sources.  Gateway will terminate on December 31, 2040 or sooner, in
accordance with the terms of its Limited Partnership Agreement.  Gateway
closed its initial offering of Limited Partnership Interests on March 1,
1990 after receiving capital contributions of $1,000 from the General
Partners and $25,566,000 from Limited Partners.

  Operating profits and losses, cash distributions from operations and Tax
Credits are allocated 99% to the Limited Partners and 1% to the General
Partners.  Profit or loss and cash distributions from sales of interests in
Project Partnerships will be allocated as described in the Limited
Partnership Agreement.

  Gateway has invested in 82 Project Partnerships, acquiring a 99% interest
in these properties by becoming the sole limited partner in the Project
Partnerships that own the properties.  In October, 1996 Value Partners,
Inc., an affiliate of Raymond James Tax Credit Funds, Inc., became the sole
general partner of one of the Project Partnerships, Village Apartments of
Sparta, Limited Partnership ("Sparta").  In October, 1997, Value Partners
became the sole general partner of Village Apartments of Divernon
("Divernon")  See Management's Discussion and Analysis of Financial
Condition and Results of Operations for additional details.

  The primary sources of funds for the year ended March 31, 2000 were from
the maturity of Treasury Notes for $417,000, interest income of $28,023
earned on cash and cash equivalents, and $32,526 in distributions received
from Project Partnerships.  As of March 31, 2000 Gateway had $823,494 of
Cash and Cash Equivalents and $1,687,737 in investments in securities with
annual maturities each year until 2004, which will be used to meet future
annual operating needs of Gateway.

  All Project Partnerships are government subsidized.  Most have mortgage
loans from the Farmers Home Administration (now called Rural Housing
Services) ("RHS") under Section 515 of the Housing Act of 1949.  These
mortgage loans are made at low interest rates for multi-family housing in
rural and suburban areas, with the requirement that the interest savings be
passed on to low income tenants in the form of lower rents.  A significant
portion of the Project Partnerships also receive rental assistance from
RECD to subsidize certain qualifying tenants.

  The General Partners do not believe the Project Partnerships are subject
to the risks generally associated with conventionally financed
nonsubsidized apartment properties.  Risks related to the operations of
Gateway are described in detail on pages 21 through 33 of the Prospectus,
as supplemented, under the caption "Risk Factors" which is incorporated
herein by reference.

  The investment objectives of Gateway are to:

       1)  Provide tax benefits to Limited Partners in the form of Tax
       Credits during the period in which each Project is eligible to
       claim tax credits;
       2)  Preserve and protect the capital contributions of Investors;
       3)  Participate in any capital appreciation in the value of the
       Projects; and
       4)  Provide passive losses to individual investors to offset
       passive income from other passive activities, and provide passive
       losses to corporate investors to offset business income.

  The investment objectives and policies of Gateway are described in detail
on pages 33 through 38 of the Prospectus, as supplemented, under the
caption "Investment Objectives and Policies" which is incorporated herein
by reference.

  Gateway's goal was to invest in a diversified portfolio of Project
Partnerships located in rural and suburban locations with a high demand for
low income housing.  As of March 31, 2000 the capital contributions raised
from Limited Partner investors were successfully invested in Project
Partnerships which met the investment criteria.  Management anticipates
that competition for tenants will only be with other low income housing
projects, and not with conventionally financed housing.  With significant
number of rural American households living below the poverty level in
substandard housing, management believes there will be a continuing demand
for affordable low income housing for the foreseeable future.

  Gateway has no direct employees.  The General Partners have full and
exclusive discretion in management and control of Gateway.

Item 2.  Properties

  Gateway owns interest in properties through 99% limited partnership
interests in 82 Project Partnerships.  There are no investments in
individual Project Partnerships which are material to Gateway taken as a
whole with the largest single investment comprising 12.5% of Gateway's
total assets.  The following table provides certain summary information
regarding the Projects in which Gateway had an interest, excluding Sparta
and Divernon, as of December 31, 1999:
Item 2 - Properties (continued):



                   LOCATION OF           # OF    DATE      PROPERTY
PARTNERSHIP          PROPERTY            UNITS  ACQUIRED   COST      OCCUP.
-----------        -----------           -----    --------  --------  ----
Laynecrest         Medway, OH               48    6/88    1,862,433    92%
Martindale         Union, OH                30    6/88    1,182,271    90%
La Villa Elena     Bernalillo, NM           54    8/88    1,929,648    93%
Rio Abajo          Truth/Conseqnces, NM     42    9/88    1,776,810    74%
Fortville II       Fortville, IN            24   11/88      810,389    96%
Summitville        Summitville, IN          24   11/88      879,994   100%
Suncrest           Yanceyville, NC          40   12/88    2,137,725   100%
Brandywine III     Millsboro, DE            32   12/88    1,307,163   100%
Concord IV         Perryville, MD           32   12/88    1,361,686    84%
Dunbarton Oaks III Georgetown, DE           32   12/88    1,343,681   100%
Federal Manor      Federalsburg, MD         32   12/88    1,459,626   100%
Laurel Apts        Laurel, DE               32   12/88    1,362,855    94%
Mulberry Hill IV   Easton, MD               16   12/88      737,742   100%
Madison            Madison, OH              40   12/88    1,467,368    98%
Hannah's Mill      Thomaston, GA            50   12/88    1,812,786    98%
Longleaf Apts.     Cairo, GA                36   12/88    1,192,946    97%
Sylacauga Garden   Sylacauga, AL            45   12/88    1,612,304   100%
Monroe Family      Monroe, GA               48   12/88    1,788,673    92%
Clayfed Apartments Denver, CO               32   12/88      992,827   100%
Westside Apts.     Denver, CO               52   12/88    1,594,810    92%
Casa Linda         Silver City, NM          41    3/89    1,719,092    93%
Rivermeade         Yorktown, VA             80    3/89    3,046,646    97%
Laurel Woods       Ashland, VA              40    3/89    1,549,636    95%
Keysville          Keysville, VA            24    3/89      914,521    96%
Crosstown          Kalamazoo, MI           201    4/89    6,019,109    98%
Riverside Apts.    Demopolis, AL            40    5/89    1,427,318   100%
Brookshire Apts.   McDonough, GA            46    6/89    1,739,553    98%
Sandridge Apts.    Fernandina Beach, FL     46    6/89    1,632,755    94%
Limestone Estates  Limestone, ME            25    6/89    1,414,221    96%
Eagle's Bay        Beaufort, NC             40    6/89    1,953,694   100%
Teton View         Rigby, ID                40    6/89    1,790,273    98%
Albany             Albany, KY               24    7/89      935,747    96%
Burkesville        Burkesville, KY          24    7/89      913,773   100%
Scotts Hill        Scotts Hill, TN          12    7/89      505,653   100%
Sage               Gallup, NM               44    7/89    1,902,063    98%
Claremont          Cascade, ID              16    8/89      584,388    94%
Middleport         Middleport, NY           25    9/89    1,167,852   100%
Oakwood Apts.      Columbus, NE             24    9/89    1,000,448   100%
Morgantown         Morgantown, IN           24    9/89      959,783   100%
Ashburn Housing    Ashburn, GA              41    9/89    1,300,760    98%
Cuthbert Elderly   Cuthbert, GA             32    9/89    1,028,295   100%
Sandhill Forest    Melrose, FL              16    9/89      573,562    81%
Oakwood Grove      Crescent City, FL        36    9/89    1,240,722    89%
Hastings Manor     Hastings, FL             24    9/89      864,376    92%
Lakewood Apts.     Norfolk, NE              72    9/89    3,089,758    90%
Robinhood Apts.    Springfield, TN          48    9/89    1,813,011   100%
Skyview Terrace    Springfield, TN          48    9/89    1,510,581    92%
Mabank 1988        Mabank, TX               42    9/89    1,356,519   100%
Buena Vista        Buena Vista, GA          25    9/89      814,227   100%
Woodcroft          Elizabethtown, NC        32    9/89    1,490,939   100%
Spring Creek       Quitman, GA              18   10/89      607,608   100%
Spring Creek       Cherokee, AL             24   11/89      637,653    88%
Milton Elderly     Milton, FL               43   11/89    1,346,208   100%
Winder Apartments  Winder, GA               48   11/89    1,762,725    98%
Hunters Ridge      Killen, AL               40   12/89    1,420,816    98%
Stone Arbor        Madison, NC              40   12/89    1,874,064    98%
Greeneville        Greeneville, TN          40   12/89    1,530,231   100%
Centralia II       Centralia, IL            24   12/89      976,228    88%
Poteau IV          Poteau, OK               32   12/89      716,016    94%
Barling            Barling, AR              48   12/89    1,152,864   100%
Booneville         Booneville, AR           50   12/89    1,682,587    98%
Augusta            Augusta, KS              66   12/89    2,381,719   100%
Meadows            Farmville, VA            40   12/89    1,588,193    98%
Kenly Housing      Kenly, NC                48    2/90    1,684,870    98%
Fairview South     Athens, TX               44    2/90    1,344,188    98%
River Road Apts.   Waggaman, LA             43    2/90    1,478,045    95%
Middlefield        Middlefield, OH          36    3/90    1,334,074    92%
Floresville        Floresvile, TX           40    3/90    1,310,902   100%
Mathis Retirement  Mathis, TX               36    3/90    1,084,390   100%
Sabinal Housing    Sabinal, TX              24    3/90      780,115   100%
Kingsland Housing  Kingsland, TX            34    3/90    1,161,004   100%
Crestwood Villa II Crestline, OH            36    3/90    1,372,370    86%
Poteau Prop. III   Poteau, OK               19    4/90      583,005   100%
Decatur Properties Decatur, AR              24    4/90      969,816   100%
Broken Bow Prop II Broken Bow, OK           46    4/90    1,957,868   100%
Turtle Creek II    Grove, OK                42    4/90    1,558,446    95%
Pleasant Valley    Grangeville, ID          32    4/90    1,460,712    97%
Hartwell Elderly   Hartwell, GA             24    4/90      821,329   100%
Pulaski Village    Pulaski, VA              44    7/90    1,788,959   100%
Southwood Apts.    Jacksonville, TX         40    7/90    1,213,627    98%
                                         -----          -----------
                                         3,098          114,453,644
                                         =====          ===========

The average effective rental per unit is $3,665 per year ($305 per month).

The average effective occupancy rate at December 31, 1999 was 95.0%

<PAGE>
Item 2 - Properties (continued):

A  summary of the cost of the properties, excluding Sparta and Divernon, as
of December 31, 1999, 1999 and 1997 is as follows:



                              12/31/99         12/31/98         12/31/97
                              --------         --------         --------
Land                         $    5,097,275    $  5,097,275    $  5,095,980
Land Improvements                 1,984,638       1,701,048       1,152,320
Buildings                       103,009,053     103,153,472     103,525,758
Furniture and Fixtures            4,362,678       4,282,982       4,186,682
                              -------------    ------------    ------------

Properties, at Cost             114,453,644     114,234,777     113,960,740
Less: Accum.Depreciation         38,866,674      34,872,322      31,367,608
                              -------------    ------------    ------------
Properties, Net               $  75,586,970    $ 79,362,455    $ 82,593,132
                              =============    ============    ============



Item 3.  Legal Proceedings

  Gateway is not a party to any material pending legal proceedings.

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

  As of March 31, 2000, no matters were submitted to a vote of security
holders, through the solicitation of proxies or otherwise.


                            PART II

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

          (a)  Gateway's Limited Partnership interests are not publicly
          traded.  There is no market for the Registrant's Limited
          Partnership interests and it is unlikely that any will develop.
          No transfers of Limited Partnership Units are permitted without
          the prior written consent of the Managing General Partner.  There
          have been several transfers over the last two years, with most
          being from individuals to their trusts or heirs.  The Managing
          General Partner is not aware of the price at which the units are
          transferred.  The conditions under which investors may transfer
          units is found under ARTICLE XII - "Transfer of a Limited
          Partnership Interest" on pages A-24 and A-25 of the Limited
          Partnership Agreement within the Prospectus, which is
          incorporated herein by reference.
     There have been no distributions paid to the Limited Partner investors
   over the last five years.
  (b)     Approximate Number of Equity Security Holders:


                                      Number of Record Holders
  Title of Class                      as of March 31, 2000

Limited Partnership Interest                      2,104
General Partner Interest                           2

Item 6.  Selected Financial Data

                 2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues      $  441,466  $ 457,380   $  424,025  $  249,627   $  227,632

Net Loss        (877,394)  (975,308)  (1,268,394) (1,766,212)  (1,507,296)

Equity in
Losses of
Project
Partnerships    (490,163)  (610,098)    (905,818) (1,365,627)  (1,135,565)

Total Assets   5,980,554  6,673,086    7,472,382   8,092,005    8,839,600

Investments
In Project
Partnerships   2,500,833  3,040,206    3,682,742   4,562,124    5,935,650

Per Limited
Partnership
Unit: (A)

Tax Credits       104.10     138.90       148.90      148.70       148.30
Portfolio
   Income          17.20      17.50        18.30       17.30        17.10
Passive Loss     (135.00)   (130.40)     (133.00)    (135.00)     (127.80)
Net Loss          (33.98)    (37.77)      (49.12)     (68.39)      (58.37)


   (A)  The  Tax  information is as of December 31, the  year  end  of  the
Partnership for tax purposes.

The  above selected financial data should be read in conjunction  with  the
financial statements and related notes appearing elsewhere in this  report.
This  statement is not covered by the auditor's opinion included  elsewhere
in this report.


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

Results of Operations -

  Gateway commenced operations June 30, 1988.  During the offering period,
Gateway received $25,566,000 in capital contributions from investors. The
proceeds available for investment from the capital contributions were used
to acquire interests in Project Partnerships.  At December 31, 1989,
Gateway owned an interest in 65 Project Partnerships, and since December
31, 1990, Gateway has owned an interest in 82 Project Partnerships.  There
are no unusual events or trends to describe.

  As disclosed on the Statements of Operations, interest income was
comparable for the years ended March 31, 2000, 1999 and 1998.  Total
expense for the year ended March 31, 1999 increased to $882,619 as compared
to $791,122 for the year ended March 31, 1998 primarily as a result of
combining a full year of operating expenses of Divernon operating expenses.
Total expense for the year ended March 31, 2000 was $829,145, which is
comparable to March 31, 1999.

  Equity in Losses of Project Partnerships for the year ended March 31,
2000 decreased from $610,098 for the year ended March 31, 1999 to $490,163
as a result of not including losses of $2,508,247, as these losses would
reduce the investment in certain Project Partnerships below zero.  The
Equity in Losses of Project Partnerships decreased from $905,818 for the
year ended March 31, 1998 to $610,098 for the year ended March 31, 1999 as
a result of not including losses of $1,705,156, as these losses would
reduce the investment in certain Project Partnerships below zero.  In
general, it is common in the real estate industry to experience losses for
financial and tax reporting purposes because of the non-cash expenses of
depreciation and amortization. (For the twelve months ending December 31,
1999, December 31, 1998, and December 31, 1997, the Project Partnerships
reported depreciation and amortization expense of $4,052,357, $3,570,633,
and $3,617,626, respectively).  As a result, management expects Gateway
will continue to report its equity in Project Partnerships as a loss for
tax and financial reporting purposes.

  Overall, management believes Gateway is operating as expected and the
Project Partnerships are generating tax credits which meet projections.
However, there are two Project Partnerships that have experienced
significant operating problems which are described below.  In addition, two
Project Partnerships in Denver, Colorado have been significantly
problematic in 1999 to warrant mentioning below.  Management does not
expect any material adverse effect to Gateway from these Project
Partnerships.

  On October 1, 1996 Value Partners, Inc. became the sole general partner
of Village Apartments of Sparta Limited Partnership, replacing the former
local general partners.  Value Partners, Inc. is an affiliate of Raymond
James Tax Credit Funds, Inc., the managing General Partner of Gateway.
Sparta is a 24 unit property located in Sparta, Illinois in which Gateway
invested as the sole limited partner on August 1, 1989.  High vacancy rates
due to the closure of a major area employer and excessive real estate taxes
caused Sparta to experience operating cash shortages and deferred
maintenance.  Effective October 1, 1996, a problems resolution plan was
executed between the mortgage lender (RHS) and Sparta.  Under the terms of
the plan, a new property management company was hired, Gateway agreed to
loan Sparta approximately $35,000 in 1996, $11,500 in 1997 and an
additional $2,500 in 1998 to pay delinquent real estate taxes and to
complete various maintenance requirements.  In 1999, Sparta had positive
cash flows and no additional loans were needed.  RHS reduced the loan
payments for a 24 month period beginning October 1996.  As of October 1998
Sparta is again making its full loan payments and as of December 1999 had
an occupancy of 83%.

 On  October  1, 1997 Value Partners, Inc. became the sole general  partner
of   Village  Apartments  of  Divernon  Limited  Partnership  ("Divernon"),
replacing  the  former  general  partners.   Value  Partners,  Inc.  is  an
affiliate  of  RJ  Credit Partners, Inc., the managing general  partner  of
Gateway.   Divernon is a 12 unit property located in Divernon, Illinois  in
which Gateway invested as the sole limited partner on October 1, 1989.  The
property's  occupancy  rate as of December 1999 was 100%.   Gateway  loaned
Divernon  $20,000 and $14,000 to cover the operating deficits for 1998  and
1999  respectively.   It  is  projected to require  additional  loans  from
Gateway of approximately $20,000 per year.  As of June 30, 1999, an updated
workout plan with the FmHA was implemented.

  Two Project Partnerships located in Denver, Colorado with the same
general partner experienced cash shortages from operations in 1999 due to
increasing maintenance needs.  Both projects are 13 years old.  The general
partner is unable to obtain rent increases since the project's rents are
more than market rent for the area.  The general partner is considering
refinancing the properties through HUD, where basic rents will remain
unchanged, but the debt payment will be lower.  Management does not expect
any materially adverse effects to Gateway from the two Project
Partnerships.

  There were no cash distributions paid in the fiscal years ended March 31,
1998, 1999, and 2000 and management does not anticipate distributions in
the foreseeable future.


Liquidity and Capital Resources -

  Gateway's capital resources are used to pay General and Administrative
operating costs including personnel, supplies, data processing, travel, and
legal and accounting associated with the administration and monitoring of
Gateway and the Project Partnerships.  The capital resources are also used
to pay the Asset Management Fee due the Managing General Partner, but only
to the extent that Gateway's remaining resources are sufficient to fund
Gateway's ongoing needs.  (Payment of any Asset Management Fee due but
unpaid at the time Gateway sells its interests in the Project Partnerships
is subordinated to the investors return of their original capital
contribution.)

  The sources of funds to pay the operating costs are short term
investments and interest earned thereon, the maturity of U.S. Treasury
Security Strips ("Zero Coupon Treasuries") which were purchased with funds
set aside for this purpose, and cash distributed to Gateway from the
operations of the Project Partnerships.  At March 31, 2000, Gateway had
$823,494 of short term investments (Cash and Cash Equivalents).  It also
had $1,687,737 in Zero Coupon Treasuries with maturities providing $439,000
in fiscal year 2000 increasing to $514,000 in fiscal year 2004.  Management
believes these sources of funds are sufficient to meet Gateway's current
and ongoing operating costs for the foreseeable future, and to pay part of
the Asset Management Fee.

  For the year ending March 31, 2000, Gateway received $107,675 in cash
distributions from the Project Partnerships and it received $417,000 from
the matured Zero Coupon Treasuries.  The General and Administrative
operating costs were $90,368 and the Asset Management Fee actually paid was
$313,075.


Item 8.  Financial Statements and Supplementary Data


                      INDEPENDENT AUDITOR'S REPORT


To the Partners of
  Gateway Tax Credit Fund, Ltd.

   We  have audited the accompanying combined balance sheets of Gateway Tax
Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2000  and
1999  and  the related combined statements of operations, partners'  equity
(deficit),  and cash flows for each of the three years in the period  ended
March 31, 2000.  These combined financial statements are the responsibility
of  the  Partnership's management.  Our responsibility  is  to  express  an
opinion on these combined financial statements based on our audits.  We did
not   audit   the  financial  statements  of  certain  underlying   Project
Partnerships owned by Gateway Tax Credit Fund, Ltd. for each of  the  three
years  in  the  period ended March 31, 2000, the investments in  which  are
recorded  using the equity method of accounting.  The investments in  these
partnerships total $2,462,751 and $2,975,533 as of March 31, 2000 and 1999,
and  the  equity in their losses total $469,549, $352,106 and $715,504  for
the  years ended March 31, 2000, 1999 and 1998.  Those financial statements
were audited by other auditors whose reports have been furnished to us, and
our  opinion,  insofar  as  it relates to the  amounts  included  for  such
underlying  partnerships,  is based solely on  the  reports  of  the  other
auditors.

   We  conducted our audits in accordance with generally accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the combined financial statements
are  free of material misstatement.  An audit includes examining, on a test
basis,  evidence  supporting the amounts and disclosures  in  the  combined
financial  statements.   An  audit also includes assessing  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  combined financial statements referred to above present fairly, in all
material respects, the financial position of Gateway Tax Credit Fund,  Ltd.
as  of  March 31, 2000 and 1999 and the results of its operations  and  its
cash  flows for each of the three years in the period ended March 31, 2000,
in conformity with generally accepted accounting principles.

      Our  audits  were made for the purpose of forming an opinion  on  the
basic  financial statements taken as a whole.  The schedules  listed  under
Item 14(a)(2) in the index are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements.  These schedules have been subjected to the  auditing
procedures applied in the audit of the basic financial statements  and,  in
our  opinion, based on our audits and the reports of other auditors, fairly
state  in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

   As discussed in Note 2, two of the Project Partnerships, whose financial
statements  were  audited  by  other  auditors,  changed  their  method  of
computing depreciation for the year ended December 31,1999.




                             /s/ Spence Marston, Bunch, Morris & Co.
                                  SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                 CERTIFIED PUBLIC ACCOUNTANTS



Clearwater, Florida
Date:  July 5, 2000

<PAGE>
PART I - Financial Information
  Item 1.  Financial Statements
                 GATEWAY TAX CREDIT FUND, LTD.
                (A Florida Limited Partnership)
                    COMBINED BALANCE SHEETS

                                                2000             1999
                                                ----             ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                     $   823,494      $   661,293
 Accounts Receivable                                 2,786            5,988
 Investments in Securities                         414,814          393,713
 Prepaid Insurance                                     389                0
 Tenant Security Deposits                            5,413              156
                                              ------------     ------------
  Total Current Assets                           1,246,896        1,061,150

 Investments in Securities                       1,272,923        1,553,325
 Investments in Project Partnerships, Net        2,500,833        3,040,206
 Replacement Reserves                                7,795           14,692
 Rental Property at Cost, Net                      952,107        1,003,713
                                              ------------     ------------
    Total Assets                              $  5,980,554     $  6,673,086
                                              ============     ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $  341,758      $   334,978
 Accounts Payable                                    1,025            2,491
 Accrued Real Estate Taxes                          22,663           22,691
 Tenant Security Deposits                            6,500            5,400
 Accrued Management Fees                                 0                0
                                             -------------    -------------
  Total Current Liabilities                        371,946          365,560
                                             -------------    -------------
Long-Term Liabilities:
 Payable to General Partners                     2,663,740        2,480,135
 Mortgage Notes Payable                          1,247,442        1,252,123
                                             -------------    -------------
  Total Long Term Liabilities                    3,911,182        3,732,258
                                             -------------    -------------
Minority   Interest  in   Local   Limited
Partnerships                                       (16,713)         (16,265)
                                              ------------     ------------

Partners' Equity (Deficit):
 Limited Partners (25,566 units
outstanding at March 31, 2000 and 1999           1,920,987        2,789,607
 General Partners                                 (206,848)        (198,074)
                                              ------------     ------------
  Total Partners' Equity                         1,714,139        2,591,533
                                              ------------     ------------
    Total Liabilities and Partners'
Equity                                         $ 5,980,554      $ 6,673,086
                                              ============     ============


              See accompanying notes to financial statements.

<PAGE>
                 GATEWAY TAX CREDIT FUND, LTD.
                (A Florida Limited Partnership)

               COMBINED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED MARCH 31,

                                      2000          1999          1998
                                      ----          ----          ----
Revenues:
 Rental                              $  118,592    $  116,094    $   66,986
 Interest Subsidy                        57,789        82,706        64,337
 Interest Income                        261,385       254,766       212,496
 Other                                    3,700        63,020        80,206
                                      ---------     ---------     ---------
  Total Revenues                        441,466       516,586       424,025

Expenses:
 Asset Management Fee-General
Partner                                 496,681       498,294       499,712
 General and Administrative:
  General Partner                        39,066        27,713        30,235
  Other                                  51,302        49,104        50,446
 Rental Operating Expenses               82,549        94,459        74,898
 Interest                                87,299       136,477        75,713
 Depreciation                            55,563        54,471        38,887
 Amortization                            16,685        22,101        21,231
                                      ---------     ---------     ---------
  Total Expenses                        829,145       882,619       791,122

Loss Before Equity in Losses of
Project Partnerships                   (387,679)     (366,033)     (367,097)
Equity in Losses of Project
 Partnerships                          (490,163)     (610,098)     (905,818)
Minority Interest in Loss of
Combined Project Partnerships               448           823         4,521
                                    -----------   -----------   -----------
Net Loss                             $ (877,394)  $  (975,308)  $(1,268,394)
                                   ============  ============  ============
Allocation of Net Loss:
 Limited Partners                    $ (868,620)  $  (965,555)  $(1,255,710)
 General Partners                        (8,774)       (9,753)      (12,684)
                                   ------------  ------------  ------------
                                     $ (877,394)  $  (975,308)  $(1,268,394)
                                   ============  ============  ============
Net Loss Per Number of Limited
Partnership Units                    $   (33.98)  $    (37.77)  $    (49.12)
Number of Limited Partnership      ============  ============  ============
Units Outstanding                        25,566        25,566        25,566
                                   ============  ============  ============


              See accompanying notes to financial statements.

<PAGE>
                 GATEWAY TAX CREDIT FUND, LTD.
                (A Florida Limited Partnership)

       COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

       FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

                                                General
                                Limited         Partners
                                Partners       (Deficit)         Total
                               ---------        --------         -----


Balance at March 31, 1997      $  5,010,872     $ (175,637)    $  4,835,235

Net Loss                         (1,255,710)       (12,684)      (1,268,394)
                              -------------     -----------   -------------

Balance at March 31, 1998         3,755,162       (188,321)       3,566,841

Net Loss                           (965,555)        (9,753)        (975,308)
                              -------------    ------------   -------------

Balance at March 31, 1999         2,789,607       (198,074)       2,591,533

Net Loss                           (868,620)        (8,774)        (877,394)
                              -------------    ------------   -------------

Balance at March 31, 2000      $  1,920,987    $  (206,848)    $  1,714,139
                              =============    ============   =============


      See accompanying notes to financial statements.

                 GATEWAY TAX CREDIT FUND, LTD.
                (A Florida Limited Partnership)
                COMBINED STATEMENTS OF CASH FLOWS
       FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:

                                       2000          1999         1998
                                       ----          ----         ----
Cash Flows from Operating
Activities:
  Net Loss                            $(877,394)    $(975,308) $(1,268,394)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
   Amortization                          16,685       (37,105)      21,231
   Depreciation                          55,563        54,471       38,887
   Distributions Included in Other
   Income                               (75,149)      (55,973)     (77,152)
   Accreted Interest Income on
   Investments in Securities           (157,699)     (177,094)    (192,920)
   Equity in Losses of Project
   Partnerships                         490,163       610,098      905,818
   Minority Interest in Losses of
   Combined Project Partnerships           (448)         (823)      (4,521)
   Interest Income from
   Redemption of Securities             216,270       189,196      161,703
   Changes in Operating Assets
   and Liabilities:
    Increase (Decrease) in Accrued
    Management Fees                           0       (21,900)       6,450
    (Increase) Decrease in
    Accounts Receivable                 (30,798)       (1,435)        (894)
    (Increase) Decrease in
    Prepaid Insurance                      (389)           74        1,091
    Decrease (Increase) in
    Accounts Payable                     (1,466)        1,991          500
    Increase (Decrease) in
    Replacement Reserves                  6,897         9,859       12,458
    Decrease (Increase) in
    Security Deposits                    (4,157)        6,558       (1,070)
    Decrease (Increase) in Accrued
    Real Estate Taxes                       (28)          119          610
    Increase in Payable to
    General Partners                    224,384       177,890      201,613
                                    -----------  ------------ ------------
     Net Cash Used in Operating
     Activities                        (137,566)     (219,382)    (194,590)
                                   ------------  ------------  -----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  107,675       125,516      100,935
  Redemption of Investment in
  Securities                            200,730       207,804      213,297
  Purchase of Equipment                  (3,957)      (17,048)     (17,254)
                                   ------------   -----------  -----------
     Net Cash Provided by
     Investing Activities               304,448       316,272      296,978
                                   -----------    -----------  -----------
Cash Flows from Financing
Activities:
  Principal Payment on Debt              (4,681)       (1,034)        (948)
  Proceeds from Loan                          0        20,070            0
  Repayments to Affiliates                    0             0       (2,237)
                                   ------------   -----------  -----------
     Net Cash Provided by (Used
     In) Financing Activities            (4,681)       19,036       (3,185)
                                   ------------   -----------  -----------
Increase in Cash and Cash
Equivalents                             162,201       115,926       99,203
Cash and Cash Equivalents at
Beginning of Year                       661,293       545,367      446,164
                                   ------------   -----------  -----------
Cash   and  Cash  Equivalents   at
End of Year                        $    823,494    $  661,293   $  545,367
                                   ============   ===========  ===========

Supplemental Cash Flow Information:

Interest Paid                        $   29,510    $   53,771    $   20,303
                                    ===========   ===========   ===========

              See accompanying notes to financial statements.

                        GATEWAY TAX CREDIT FUND, LTD.
                       (A Florida Limited Partnership)

                   NOTES TO COMBINED FINANCIAL STATEMENTS

                        March 31, 2000, 1999 AND 1998

NOTE 1 - ORGANIZATION:

  Gateway Tax Credit Fund, Ltd. ("Gateway"), a Florida Limited Partnership,
was formed October 27, 1987 under the laws of Florida.  Operations
commenced on June 30, 1988.  Gateway invests, as a limited partner, in
other limited partnerships ("Project Partnerships"), each of which owns and
operates apartment complexes expected to qualify for Low-Income Housing Tax
Credits. Gateway will terminate on December 31, 2040 or sooner, in
accordance with the terms of the Limited Partnership Agreement.  Gateway
closed the offering on March 1, 1990 after receiving Limited and General
Partner capital contributions of $25,566,000 and $1,000, respectively.  The
fiscal year of Gateway for reporting purposes ends on March 31.

  Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc.,
wholly-owned subsidiaries of Raymond James Financial, Inc., are the General
Partner and Managing General Partner, respectively.  The Managing General
Partner manages and controls the business of Gateway.

  Operating profits and losses, cash distributions from operations and tax
credits are allocated 99% to the Limited Partners and 1% to the General
Partners.  Profit or loss and cash distributions from sales of properties
will be allocated as formulated in the Limited Partnership Agreement.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

  Combined Statements

  The accompanying statements include, on a combined basis, the accounts of
Gateway, Village Apartments of Sparta Limited Partnership and Village
Apartments of Divernon Limited Partnership ("Combined Entities"), two
Project Partnerships in which Gateway has invested.  As of October 1, 1996
and October 1, 1997, respectively, an affiliate of Gateway's Managing
General Partner, Value Partners, Inc. became the general partner of the
Combined Entities.  Since the general partner of the Combined Entities is
now an affiliate of Gateway, these combined financial statements include
the financial activity of the Combined Entities for the years ended
December 31, 1998, 1999, and 2000 for Sparta and for the years ended
December 31, 1998, 1999, and 2000 for Divernon.  All significant
intercompany balances and transactions have been eliminated.  Gateway has
elected to report the results of operations of the Combined Entities on a 3-
month lag basis, consistent with the presentation of financial information
of all Project Partnerships.

  Basis of Accounting

  Gateway utilizes the accrual basis of accounting whereby revenues are
recognized when earned and expenses are recognized when obligations are
incurred.

  Gateway accounts for its investments as the sole limited partner in
Project Partnerships ("Investments in Project Partnerships"), with the
exception of the Combined Entities, using the equity method of accounting,
because management believes that Gateway does not have a majority control
of the major operating and financial policies of the Project Partnerships
in which it invests, and reports the equity in losses of the Project
Partnerships on a 3-month lag in the Statements of Operations.  Under the
equity method, the Investments in Project Partnerships initially include:

  1)  Gateway's capital contribution,
  2)  Acquisition fees paid to the General Partner for services rendered
  in selecting properties for acquisition, and
  3)  Acquisition expenses including legal fees, travel and other
  miscellaneous costs relating to acquiring properties.

Quarterly the Investments in Project Partnerships are increased or
decreased as follows:

  1)  Increased for equity in income or decreased for equity in losses of
  the Project Partnerships,
  2)  Decreased for cash distributions received from the Project
  Partnerships and,
  3)  Decreased for the amortization of the acquisition fees and expenses.

  Amortization is calculated on a straight-line basis over 35 years, as
this is the average estimated useful life of the underlying assets.  The
net amortization is as amortization expense on the Statements of
Operations.

  Pursuant to the limited partnership agreements for the Project
Partnerships, cash losses generated by the Project Partnerships are
allocated to the general partners of those partnerships.  In subsequent
years, cash profits, if any, are first allocated to the general partners to
the extent of the allocation of prior years' cash losses.

  Since Gateway invests as a limited partner, and therefore is not
obligated to fund losses or make additional capital contributions, it does
not recognize losses from individual Project Partnerships to the extent
that these losses would reduce the investment in those Project Partnerships
below zero.  The suspended losses will be used to offset future income from
the individual Project Partnerships.

 Gateway recognizes a decline in the carrying value of its investment in
the Project 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 the investments in Project Partnerships may be subject to material
near term adjustments.

 Gateway, as a limited partner in the Project 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 of tax
credits.  If the cost of operating a property exceeds the rental income
earned thereon, Gateway may deem it in its best interest to voluntarily
provide funds in order to protect its investment.

  Cash and Cash Equivalents

  It is Gateway's policy to include short-term investments with an original
maturity of three months or less in Cash and Cash Equivalents.  Short-term
investments are comprised of money market mutual funds.
  Capitalization and Depreciation

  Land, buildings and improvements are recorded at cost.  Depreciation is
calculated using the modified accelerated cost recovery system method for
financial and tax reporting purposes in amounts adequate to amortize costs
over the lives of the applicable assets as follows:

  Buildings                27-1/2 years
  Equipment                     7 years

  Expenditures for maintenance and repairs are charged to expense as
incurred.  Upon disposal of depreciable property, the appropriate property
accounts are reduced by the related costs and accumulated depreciation.
The resulting gains and losses are reflected in the statement of income.

  Rental Income

  Rental income, principally from short-term leases on the Combined
Entity's apartment units, is recognized as income under the accrual method
as the rents become due.

  Concentrations of Credit Risk

  Financial instruments which potentially subject Gateway to concentrations
of credit risk consist of cash investments in a money market mutual fund
that is a wholly-owned subsidiary of Raymond James Financial, Inc.

  Use of Estimates in the Preparation of Financial Statements

  The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that affect
certain reported amounts and disclosures.  These estimates are based on
management's knowledge and experience.  Accordingly, actual results could
differ from these estimates.

  Investment in Securities

  Effective April 1, 1995, Gateway adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt
and Equity Securities ("FAS 115").  Under FAS 115, Gateway is required to
categorize its debt securities as held-to-maturity, available-for-sale or
trading securities, dependent upon Gateway's intent in holding the
securities.  Gateway's intent is to hold all of its debt securities (U. S.
Treasury Security Strips) until maturity and to use these reserves to fund
Gateway's ongoing operations.  Interest income is recognized ratably on the
U.S. Treasury Strips using the effective yield to maturity.

  Offering and Commission Costs

  Offering and commission costs were charged against Limited Partners'
Equity upon the admission of Limited Partners.

  Income Taxes

  No provision for income taxes has been made in these financial
statements, as income taxes are a liability of the partners rather than of
Gateway.

Change in Accounting Principles

  Two of the Project Partnerships changed their method of accounting for
depreciating their buildings from the straight line to the declining
balance method.  The effect of this change was reported as a cumulative
effect of a Change in Accounting Principle.  The change increased the net
losses reported by the Project Partnerships by $435.756.

  Reclassifications

  For comparability, the 1998 and 1999 figures have been reclassified,
where appropriate, to conform with the financial statement presentation
used in 2000.


NOTE 3 - INVESTMENT IN SECURITIES:

  The March 31, 2000 Balance Sheet includes Investments in Securities equal
to $1,687,737 ($414,814 and $1,272,923).  These investments consist of U.
S. Treasury Security Strips at their cost, plus accreted interest income of
$894,119.  The estimated market value at March 31, 2000 of these debt
securities is $2,044,000 resulting in a gross unrealized gain of $356,263.

 As of March 31, 2000, the cost and accreted interest by contractual
maturities is as follows:

   Due within 1 year                              $  414,814
   After 1 year through 5 years                    1,272,923
   After 5 years through 10 years                          0
                                                  ----------
   Total Amount Carried on Balance Sheet          $1,687,737
                                                  ==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

 The Payable to General Partners primarily represents the asset management
fees owed to the General Partners at the end of the period.  It is
unsecured, due on demand and, in accordance with the limited partnership
agreement, non-interest bearing.  Within the next 12 months, the Managing
General Partner does not intend to demand payment on the portion of Asset
Management Fees payable classified as long-term on the Balance Sheet.

 The General Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses as follows:

Asset Management Fee - The Managing General Partner is entitled to an
annual asset management fee equal to 0.45% of the aggregate cost of
Gateway's interest in the projects owned by the Project Partnerships.  The
asset management fee will be paid only after all other expenses of Gateway
have been paid.  These fees are included in the Statements of Operations.
Totals incurred for the years ended March 31, 2000, 1999 and 1998 were
$496,681,  $498,294 and $499,712 respectively.

General and Administrative Expenses - Raymond James Tax Credit Funds, Inc.,
the Managing General Partner, is reimbursed for general and administrative
expenses of Gateway on an accountable basis.  These expenses are included
in the Statements of Operations.  Totals incurred for the years ended March
31, 2000, 1999 and 1998 were $39,066, $27,713 and $30,235 respectively.
NOTE 5 - RENTAL PROPERTY

 A summary of the rental property is as follows at December 31, 1999:
                                                Accumulated       Book
                                     Cost       Depreciation     Value
                                    ------      ------------     -----
Land                                $   47,000     $       0     $  47,000
Buildings                            1,421,429       526,671       894,758
Furniture and Appliances                49,991        39,642        10,349
                                     ---------     ---------     ---------
Net Book Value                      $1,518,420     $ 566,313     $ 952,107
                                    ==========     =========     =========

 A summary of the rental property is as follows at December 31, 1998:
                                                Accumulated       Book
                                     Cost       Depreciation      Value
                                    ------      ------------      -----
Land                                $   47,000     $       0     $   47,000
Buildings                            1,417,868       475,572        942,296
Furniture and Appliances                49,595        35,178         14,417
                                     ---------     ---------      ---------
Net Book Value                      $1,514,463     $ 510,750     $1,003,713
                                     =========     =========      =========


NOTE 6 - MORTGAGE NOTE PAYABLE

  The mortgage note payable for Sparta originated on December 1, 1998 in
the amount of $843,253.  The loan is at a stated interest rate of 6.125%
for a period of 50 years, the loan also contains a provision for an
interest subsidy which reduces the effective interest rate to 2.325%.  At
December 31, 1999 the development was in compliance with the terms of the
subsidy agreement and is receiving the reduced rate which makes the monthly
payments $1,925.75.

  Expected maturities of the mortgage note payable are as follows:

  Year Ending        Amount
  -----------        ------
  12/31/00        $   3,631
  12/31/01            3,716
  12/31/02            3,804
  12/31/03            3,893
  12/31/04            3,985
  Thereafter        820,386
                -----------
  Total           $ 839,415
                ===========

  The mortgage note payable for Divernon originated on October 2, 1989 in
the amount of $416,113.  The loan is at a stated interest rate of 8.75% for
a period of 50 years, the loan also contains a provision for an interest
subsidy which reduces the effective interest rate to 2.35%.  At December
31, 1999 the development was in compliance with the terms of the subsidy
agreement and is receiving the reduced rate which makes the monthly payment
$883, including principal and interest.
  Expected maturities of the mortgage note payable are as follows:

  Year Ending        Amount
  -----------        ------
  12/31/00        $   1,224
  12/31/01            1,253
  12/31/02            1,282
  12/31/03            1,312
  12/31/04            1,342
  Thereafter        401,614
                -----------
  Total           $ 408,027
                ===========

NOTE 7 - TAXABLE INCOME (LOSS):

   The  following is a reconciliation between Net Loss as described in  the
financial statements and the Partnership loss for tax purposes:
                                   2000           1999            1998
                                   ----           ----            ----
Net Loss per Financial
Statements                      $  (877,394)   $  (975,308)    $(1,268,394)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement purposes        208,931       (320,738)       (293,716)

Losses suspended for
financial reporting purposes     (2,508,247)    (1,705,156)     (1,540,871)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        46,092        (37,870)        (78,739)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               185,289       188,577         191,863
  Amortization Expense               (40,519)       18,615          25,774
  Miscellaneous Income               (55,973)      (77,152)              0
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31       $(3,041,821)  $(2,909,032)    $(2,964,083)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    -----------
Federal Low Income Housing
Tax Credits  (Unaudited)         $ 2,676,768    $ 3,587,428     $ 3,847,765
                                 ===========    ===========     ===========

The  Partnership's  Investment  in Project  Partnerships  is  approximately
$13,003,000  higher for financial reporting purposes than  for  tax  return
purposes  because  (i)  annual  tax depreciation  expense  is  higher  than
financial  depreciation, (ii) certain expenses are not deductible  for  tax
return  purposes and (iii) losses are suspended for financial purposes  but
not for tax return purposes.

<PAGE>
NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  80  Project
Partnerships,  excluding  the  Combined Entities,  which  own  and  operate
government assisted multi-family housing complexes.

Cash  flows  from  operations are allocated according to  each  Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

   The  following  is  a  summary of Investments in  Project  Partnerships,
excluding the Combined Entities at March 31, 2000:

                                             MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 17,982,007    $ 17,982,007

Cumulative equity in losses of Project
Partnerships (1)                                (16,598,559)    (16,108,396)

Cumulative distributions received from
Project Partnerships                               (621,503)       (588,978)
                                              -------------   -------------
Investment in Project Partnerships before
Adjustments                                         761,945       1,284,633

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                    2,254,715       2,254,715
 Accumulated amortization of acquisition
fees and expenses                                  (515,827)       (499,142)
                                               ------------    ------------

Investments in Project Partnerships             $ 2,500,833    $  3,040,206
                                              =============   =============


(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $8,576,100  for the year ended March 31, 2000 and cumulative  suspended
losses of $6,067,853 for the year ended March 31, 1999 are not included.

The  Partnership's  equity  as  reflected by the  Project  Partnerships  of
($8,128,143)  differs  from  the  Partnership's  Investments   in   Project
Partnerships  before  acquisition fees and  expenses  and  amortization  of
$761,945 primarily because of suspended losses on the Partnership's books.

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information  of  the  Project Partnerships, excluding the  Combined  Entity
beginning  on the date of combination, on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                       1999         1998          1997
                                       ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 9,662,741   $ 9,270,553   $ 8,785,648
  Investment properties, net         75,586,970    79,362,455    82,593,132
  Other assets                          154,521       178,232       231,981
                                   ------------  ------------  ------------
    Total assets                    $85,404,232   $88,811,240   $91,610,761
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities               $ 3,133,681   $ 2,914,481   $ 2,826,740
  Long-term debt                     91,844,099    92,201,499    92,538,821
                                   ------------  ------------  ------------
    Total liabilities                94,977,780    95,115,980    95,365,561
                                   ------------  ------------  ------------
Partners' equity
  Gateway                            (8,128,143)   (5,010,961)   (2,619,695)
  General Partners                   (1,445,405)   (1,293,779)   (1,135,105)
                                   ------------  ------------  ------------
    Total Partners' equity           (9,573,548)   (6,304,740)   (3,754,800)
                                   ------------  ------------  ------------
    Total liabilities and
partners' equity                    $85,404,232   $88,811,240   $91,610,761
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $16,854,130   $16,856,180   $16,674,859
Expenses:                          ------------  ------------  ------------
  Operating expenses                  8,037,594     7,698,023     7,582,952
  Interest expense                    7,792,876     7,926,164     7,946,394
  Depreciation and amortization       4,052,357     3,570,633     3,617,626
                                   ------------  ------------  ------------
    Total expenses                   19,882,827    19,194,820    19,146,972
                                   ------------  ------------  ------------
      Net loss                      $(3,028,697)  $(2,338,640)  $(2,472,113)
                                   ============  ============  ============

Other partners' share of net loss   $   (30,287)  $   (23,387)  $   (25,424)
                                   ============  ============  ============
Partnerships' share of net loss     $(2,998,410)  $(2,315,253)  $(2,446,689)
Suspended losses                      2,508,247     1,705,156     1,540,871
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (490,163)  $  (610,097)  $  (905,818)
                                   ============  ============  ============
As  of December 31, 1999, the largest Project Partnership constituted  6.9%
and  7.3% of the combined total assets and combined total revenues.  As  of
December  31,  1998, the largest Project Partnership constituted  6.7%  and
7.3% of the combined total assets and combined total revenues.

Schoonover Boyer Gettman & Associates
110 Northwoods Blvd. Suite 200
Worthington, OH 43235
PHONE:  614-888-8000
FAX:  614-888-8634

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(a Michigan limited partnership)
Kalamazoo, Michigan

We  have  audited  the  accompanying balance sheets  of  Crosstown  Seniors
Limited  Dividend  Housing  Association Limited  Partnership,  (a  Michigan
limited  partnership)  as of December 31, 1999 and 1998,  and  the  related
statements of income, changes in partners' capital, and cash flows for  the
years then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Crosstown  Seniors
Limited Dividend Housing Association Limited Partnership as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.


/s/ Schoonover Boyer Gettman & Associates
Certified Public Accountants

Columbus, Ohio
January 28, 2000

D W P
Certified Public Accountants
9683 S Golden Eagle Ave.
Highlands Ranch,  CO  80126
PHONE:  303-683-8019
FAX: 303-683-8009
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Clayfed Apartments Ltd.
(a Colorado limited partnership)
Denver, Colorado

We  have audited the accompanying balance sheet of Clayfed Apartments,  HUD
Project  No. C099-K094-007 (a Colorado limited partnership), as of December
31, 1998 and the related statements of income, changes in partners' deficit
and cash flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audit.

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 Clayfed Apartments, HUD
Project  No.  C099-K094-007, at December 31, 1998 and the  results  of  its
operations and changes in Partners' deficit and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

In  accordance  with government auditing standards, we have also  issued  a
report  dated  February  26,  1999  on our  consideration  of  the  Clayfed
Apartments internal control structure, a report dated February 26, 1999  on
its  compliance with laws and regulations, and reports dated  February  26,
1999  on  its compliance with major HUD program requirements, and  specific
requirements applicable to Affirmtive Fair Housing requirements.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial  statements  taken  as a whole.  The  accompanying  supplementary
information  on  pages  11 to 14 is presented for  purposes  of  additional
analysis which is not a required part of the basic financial statements  of
Clayfed  Apartments,  HUD Project No. C099-K094-007. Such  information  has
been subjected to the auditing procedures applied in the audit of the basic
financial statements, and in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ Donald W. Prosser, P.C.
Certified Public Accountant

Denver, Colorado
February 26, 1999

D W P
Certified Public Accountants
820 16th Street, Suite 732
Denver,  CO  80202
PHONE:  720-904-1394
FAX: 720-904-1396
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners             U.S. Department of Housing and Urban Development
Clayfed Apartments       HUD Field Office Director
(a Colorado limited partnership)Denver Regional Office, Region VIII
Denver, Colorado         633 17th Street, Denver, Colorado

We  have audited the accompanying balance sheet of Clayfed Apartments,  HUD
Project  No. C099-K094-007 (a Colorado limited partnership), as of December
31, 1999 and the related statements of income, changes in partners' deficit
and cash flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audit.

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 Clayfed Apartments, HUD
Project  No.  C099-K094-007, at December 31, 1999 and the  results  of  its
operations and changes in Partners' deficit and its cash flows for the year
then ended in conformity with generally accepted accounting principles.

In  accordance  with government auditing standards, we have also  issued  a
report  dated April 27, 2000 on our consideration of the Clayfed Apartments
internal control structure, a report dated April 27, 2000 on its compliance
with  laws  and  regulations,  and reports dated  April  27,  2000  on  its
compliance  with major HUD program requirements, and specific  requirements
applicable to Affirmtive Fair Housing requirements.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial  statements  taken  as a whole.  The  accompanying  supplementary
information  on  pages  11 to 14 is presented for  purposes  of  additional
analysis which is not a required part of the basic financial statements  of
Clayfed  Apartments,  HUD Project No. C099-K094-007. Such  information  has
been subjected to the auditing procedures applied in the audit of the basic
financial statements, and in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ Donald W. Prosser, P.C.
Certified Public Accountant

Denver, Colorado
April 27, 2000

D W P
Certified Public Accountants
9683 S Golden Eagle Ave.
Highlands Ranch,  CO  80126
PHONE:  303-683-8019
FAX: 303-683-8009
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Westside Apartments, Ltd.
(a Colorado limited partnership)
Denver, CO

We  have  audited  the  accompanying balance sheet of Westside  Apartments,
Ltd., HUD Project No. C099-K001-004 (a Colorado limited partnership), as of
December  31,  1998  and  the related statements  of  income,   changes  in
partners'  deficit and cash flows for the years then ended. These financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our 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 Westside  Apartments,
Ltd.,  HUD Project No. C099-K001-004, at December 31, 1998 and the  results
of  its operations and changes in Partners' deficit and its cash flows  for
the  year  then  ended  in  conformity with generally  accepted  accounting
principles.

In  accordance  with government auditing standards, we have also  issued  a
report  dated  February  22,  1999 on our  consideration  of  the  Westside
Apartments,  Ltd.  internal control structure, a report dated February  22,
1999  on  its compliance with laws and regulations,  reports dated February
22,  1999  on  its  compliance  with major HUD  program  requirements,  and
specific requirements applicable to Affirmative Fair Housing requirements.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial  statements  taken  as a whole.  The  accompanying  supplementary
information  on  pages  11 to 14 is presented for  purposes  of  additional
analysis which is not a required part of the basic financial statements  of
Westside  Apartments, Ltd., HUD Project No. C099-K001-004. Such information
has  been subjected to the auditing procedures applied in the audit of  the
basic  financial statements, and in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.

/s/ Donald W. Prosser, P.C.
Certified Public Accountant

Denver, Colorado
February 22, 1999

D W P
Certified Public Accountants
820 16th Street, Suite 732
Denver,  CO  80202
PHONE:  720-904-1394
FAX: 720-904-1396
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners             U.S. Department of Housing and Urban Development
Westside Apartments, Ltd.HUD Field Office Director
(a Colorado limited partnership)Denver Regional Office, Region VIII
Denver, Colorado         633 17th Street, Denver, Colorado

We  have  audited  the  accompanying balance sheet of Westside  Apartments,
Ltd., HUD Project No. C099-K001-004 (a Colorado limited partnership), as of
December  31,  1999  and  the related statements  of  income,   changes  in
partners'  deficit and cash flows for the year then ended. These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audit.

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 Westside  Apartments,
Ltd.,  HUD Project No. C099-K001-004, at December 31, 1999 and the  results
of  its operations and changes in Partners' deficit and its cash flows  for
the  year  then  ended  in  conformity with generally  accepted  accounting
principles.

In  accordance  with government auditing standards, we have also  issued  a
report   dated  April  27,  2000  on  our  consideration  of  the  Westside
Apartments,   Ltd.  internal control structure, a report  dated  April  27,
2000 on its compliance with laws and regulations,  reports dated April  27,
2000  on  its compliance with major HUD program requirements, and  specific
requirements applicable to Affirmative Fair Housing requirements.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial  statements  taken  as a whole.  The  accompanying  supplementary
information  on  pages  11 to 14 is presented for  purposes  of  additional
analysis which is not a required part of the basic financial statements  of
Westside  Apartments, Ltd., HUD Project No. C099-K001-004. Such information
has  been subjected to the auditing procedures applied in the audit of  the
basic  financial statements, and in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.

/s/ Donald W. Prosser, P.C.
Certified Public Accountant

Denver, Colorado
April 27, 2000

Fentress,  Brown, CPAs & Associates, LLC
6660 North High Street, Suite 3F
Worthington, OH  43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of       Rural Development Services
Madison, Ltd.            Servicing Office
DBA Madison Woods ApartmentsWooster, Ohio
Hudson, OH

We have audited the accompanying balance sheets of Madison, Ltd. (a limited
partnership),  DBA Madison Woods Apartments, Case No. 41-043-341595553,  as
of  December 31, 1999 and 1998, and the related income statements,  changes
in  partners'  equity (deficit), 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 audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards, Government Auditing Standards, issued by the Comptroller General
of  the United States, and the U.S. Department of Agriculture, Farmers Home
Administration  "Audit Program" issued in December, 1989.  Those  standards
require  that we plan and perform our 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 Madison,  Ltd.,  DBA
Madison Woods Apartments,  Case No. 41-043-341595553, at December 31,  1999
and  1998,  and  the  results of its operations, and changes  in  partners'
equity  (deficit),  and cash flows for the years then ended  in  conformity
with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January  7, 2000, on our consideration  of  Madison,  Ltd.'s
internal control and a report dated January 7, 2000, on its compliance with
specific requirements applicable to Rural Development Services Programs.


/s/ Fentress,  Brown, CPAs & Associates
Certified Public Accountants
Worthington,  Ohio
January 7, 2000

Fentress, Brown, CPAs & Associates, LLC
6660 North High Street, Suite 3F
Worthington, OH  43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of       Rural Development Services
Middlefield, Limited     Servicing Office
DBA Lakeview Village II  Wooster, Ohio
Hudson, Ohio

We  have audited the accompanying balance sheets of Middlefield, Limited (a
limited  partnership), DBA Lakeview Village II, Case No.  41-028-341618469,
as  of  December  31,  1999  and 1998, and the related  income  statements,
changes  in  partners' equity (deficit), 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 audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards, Government Auditing Standards, issued by the Comptroller General
of  the United States, and the U.S. Department of Agriculture, Farmers Home
Administration  "Audit Program" issued in December, 1989.  Those  standards
require  that we plan and perform our 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 Middlefield, Limited,
DBA  Lakeview Village II, Case No. 41-028-341618469, at December  31,  1999
and  1998,  and  the  results of its operations, and changes  in  partners'
equity  (deficit),  and cash flows for the years then ended  in  conformity
with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January  7,  2000,  on  our  consideration  of  Middlefield,
Limited's  internal  control and a report dated January  7,  2000,  on  its
compliance  with  specific  requirements applicable  to  Rural  Development
Services Programs.


/s/ Fentress,  Brown, CPAs & Associates, LLC
Certified Public Accountants
Worthington,  Ohio
January 7, 2000

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Ashburn Housing Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Ashburn Housing, Ltd. (a
Limited  Partnership), Federal ID No.: 58-1830643, as of December 31,  1999
and  1998, and the related statements of income, partners' equity (deficit)
and  cash  flows for the years then ended.  These financial statements  are
the responsibility of the Partnership's management.  Our responsibility  is
to express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Ashburn Housing,  Ltd.
as of December 31, 1999 and 1998, and the results of its operations and its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 24, 2000 on our consideration  of  Ashburn  Housing,
Ltd.'s  internal control structure and a report dated January 24,  2000  on
its compliance with laws and regulations.


/s/  Henderson &Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson &Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Buena Vista Housing, Ltd.
Valdosta, Georgia

We  have  audited the accompanying balance sheets of Buena  Vista  Housing,
Ltd.  (a  Limited Partnership), Federal ID No.: 58-1830642, as of  December
31,  1999 and 1998, and the related statements of income, partners'  equity
(deficit)  and  cash  flows  for  the years  then  ended.  These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Buena Vista  Housing,
Ltd.  as  of  December 31, 1999 and 1998, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 24, 2000 on our consideration  of  the  Buena  Vista
Housing  Ltd.'s internal control structure and a report dated  January  24,
2000 on its compliance with laws and regulations.


/s/  Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Cuthbert Elderly Housing, Ltd.
Valdosta, Georgia

We  have  audited  the  accompanying balance  sheets  of  Cuthbert  Elderly
Housing,  Ltd. (a limited partnership), Federal ID No.: 58-1830589,  as  of
December 31, 1999 and 1998, and the related statements of income, partners'
equity  (deficit) and cash flows for the years then ended. These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial position  of  Cuthbert  Elderly
Housing,  Ltd.  as of December 31, 1999 and 1998, and the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 24, 2000 on our consideration of the Cuthbert Elderly
Housing  Ltd.'s internal control structure and a report dated  January  24,
2000 on its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Hannah's Mill Apartments, Ltd.
Valdosta, Georgia

We   have  audited  the  accompanying  balance  sheets  of  Hannah's   Mill
Apartments,  Ltd. (a limited partnership),  Federal ID No.: 58-1786726,  as
of  December  31,  1999  and 1998, and the related  statements  of  income,
partners'  equity (deficit) and cash flows for the years then ended.  These
financial   statements   are  the  responsibility  of   the   Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in   all  material  respects,  the  financial  position  of  Hannah's  Mill
Apartments, Ltd. as of December 31, 1999 and 1998, and the results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January  24,  2000  on our consideration  of  Hannah's  Mill
Apartments,  Ltd.'s internal control structure and a report  dated  January
24, 2000 on its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street N.E.
Atlanta, GA  30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Milton Elderly Housing, Ltd.


We  have audited the accompanying balance sheets of MILTON ELDERLY HOUSING,
LTD.  (USDA  Rural  Development Case No.), a limited  partnership,   as  of
December  31,  1999  and  1998, and the related statements  of  operations,
changes  in  partners' equity (deficit), and cash flows for the years  then
ended.   These   financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MILTON ELDERLY HOUSING,
LTD.  as  of December 31, 1999 and 1998, and the results of its operations,
its changes in partner's equity (deficit), and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  9,  2000 on our consideration  of  MILTON  ELDERLY
HOUSING, LTD.'s internal control and a report dated February 9, 2000 on its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 14 through 22 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  Such  information
has  been subjected to the auditing procedures applied in the audits of the
basic  financial statements and, in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.

/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants

February 9, 2000

Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Winder Apartments, Ltd.
Valdosta, Georgia

We  have audited the accompanying balance sheets of Winder Apartments, Ltd.
(A  Limited  Partnership), Federal ID No.: 58-1786693, as of  December  31,
1999  and  1998,  and  the related statements of income,  partners'  equity
(deficit) and cash flows for the years then ended. The financial statements
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Winder Apartments, Ltd.
as of December 31, 1999 and 1998, and the results of its operations and its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 24, 2000 on our consideration of Winder  Apartments,
Ltd.'s  internal control structure and a report dated January 24,  2000  on
its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 24,2000

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  256-543-3707
FAX:  256-543-9800

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Sylacauga Garden Apartments III, Ltd.
Sylacauga, Alabama

We  have  audited  the  accompanying balance  sheets  of  Sylacauga  Garden
Apartments  III,  Ltd.,  a limited partnership, RHS  Project  No.:  01-061-
630953708  as of December 31, 1999 and 1998, and the related statements  of
operations,   partners' deficit and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial position  of  Sylacauga  Garden
Apartments  III, Ltd., RHS Project No.:01-061-630953708 as of December  31,
1999 and 1998, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

The  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 10 through 12 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  The  supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999  and
1998,  is presented for purposes of complying with the requirements of  the
Rural  Housing  Services  and  is also not a required  part  of  the  basic
financial  statements.  Such information has been subjected  to  the  audit
procedures applied in the audit of the basic financial statements  and,  in
our  opinion is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 15, 2000 on our consideration of  Sylacauga  Garden
Apartments III, Ltd.'s internal control over financial reporting and on our
tests of its compliance with certain provisions of laws and regulations.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants

February 15,2000

Pailet, Meunier and LeBlanc, L.L.P.
3421 N. Causeway Blvd., Suite 701
Metairie, LA   70002
PHONE:  504-837-0770
FAX:  504-837-7102

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
RIVER ROAD APARTMENTS LIMITED


We  have  audited the accompanying balance sheets of RIVER ROAD  APARTMENTS
LIMITED, RHS PROJECT NO. 22-026-721099603 as of December 31, 1999 and  1998
and  the  related  statements of operations, changes  in  partners'  equity
(deficit)  and  cash  flows  for the years  then  ended.   These  financial
statements  are  the responsibility of the partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of RIVER ROAD APARTMENTS
LIMITED as of December 31, 1999 and 1998 and the results of its operations,
changes  in  partners' equity and cash flows for the years  then  ended  in
conformity with generally accepted accounting principles.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken  as  a whole.   The  supplemental  information
presented  on pages 16 through 24, is presented for purposes of  additional
analysis  and  is  not  a required part of the basic financial  statements.
Such  information has been subjected to the auditing procedures applied  in
the  audit of the basic financial statements and, in our opinion, is fairly
stated  in  all  material  respects  in relation  to  the  basic  financial
statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  22,  2000  on  our  consideration  of  RIVER  ROAD
APARTMENTS LIMITED's internal control and a report dated  February 22, 2000
on  its  compliance with laws and regulations applicable to  the  financial
statements..


/s/ Pailet, Meunier and Le Blanc, L.L.P.
Certified Public Accountants

Metairie, Louisiana
February 22, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Sun Valley Apartments, A Division of Augusta Properties
  (A Limited Partnership)
Fort Smith,  Arkansas

We have audited the accompanying balance sheets of SUN VALLEY APARTMENTS, A
DIVISION  OF AUGUSTA PROPERTIES (A LIMITED PARTNERSHIP) as of December  31,
1999  and  1998,  and  the  related statements of  operations,  changes  in
partners' equity (deficit) and cash flows for the years then ended.   These
financial   statements   are  the  responsibility  of   the   Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of SUN VALLEY APARTMENTS,
A  DIVISION  OF AUGUSTA PROPERTIES, (A LIMITED PARTNERSHIP) as of  December
31, 1999 and 1998, and the results of its operations and its cash flows for
the  years  then  ended  in conformity with generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Booneville Properties, A Limited Partnership
   D/B/A Lani-K Apartments
Fort Smith,  Arkansas

We have audited the accompanying balance sheets of BOONEVILLE PROPERTIES, A
LIMITED  PARTNERSHIP, D/B/A LANI-K APARTMENTS as of December 31,  1999  and
1998, and the related statements of operations, changes in partners' equity
(deficit)  and  cash  flows  for the years  then  ended.   These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of BOONEVILLE PROPERTIES,
A LIMITED PARTNERSHIP,  D/B/A LANI-K APARTMENTS as of December 31, 1999 and
1998,  and  the results of its operations and its cash flows for the  years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with  certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Barling Properties, A Limited Partnership
   D/B/A Barling Place Apartments
Fort Smith, Arkansas

We  have  audited the accompanying balance sheets of BARLING PROPERTIES,  A
LIMITED PARTNERSHIP, D/B/A BARLING PLACE APARTMENTS as of December 31, 1999
and  1998,  and the related statements of operations, changes in  partners'
equity  (deficit) and cash flows for the years then ended.  These financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of BARLING PROPERTIES,  A
LIMITED PARTNERSHIP, D/B/A BARLING PLACE APARTMENTS as of December 31, 1999
and  1998,  and  the results of its operations and its cash flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Poteau Properties IV, A Limited Partnership
   D/B/A El Conquistador Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of POTEAU PROPERTIES IV,  A
LIMITED  PARTNERSHIP, D/B/A EL CONQUISTADOR APARTMENTS as of  December  31,
1999  and  1998,  and  the  related statements of  operations,  changes  in
partners' equity (deficit) and cash flows for the years then ended.   These
financial   statements   are  the  responsibility  of   the   Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of POTEAU PROPERTIES IV, A
LIMITED  PARTNERSHIP, D/B/A EL CONQUISTADOR APARTMENTS as of  December  31,
1999 and 1998, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with  certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Turtle Creek Properties Phase II, A Limited Partnership
   D/B/A Mill Creek III Apartments
Fort Smith, Arkansas

We  have audited the accompanying balance sheets of TURTLE CREEK PROPERTIES
PHASE  II,  A  LIMITED PARTNERSHIP, D/B/A MILL CREEK III APARTMENTS  as  of
December  31,  1999  and  1998, and the related statements  of  operations,
changes  in  partners' equity (deficit) and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TURTLE CREEK PROPERTIES
PHASE  II,  A  LIMITED PARTNERSHIP, D/B/A MILL CREEK III APARTMENTS  as  of
December 31, 1999 and 1998, and the results of its operations and its  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with  certain provisions of laws,  regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson

February 10, 2000

Baird, Kurtz, & Dobson
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  501-452-1040
FAX:  501-452-5542

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Broken Bow Properties II, A Limited Partnership
   D/B/A Oakwood Village II Apartments
Fort Smith, Arkansas

We  have  audited the accompanying balance sheets of BROKEN BOW  PROPERTIES
II,  A  LIMITED  PARTNERSHIP, D/B/A OAKWOOD VILLAGE  II  APARTMENTS  as  of
December  31,  1999  and  1998, and the related statements  of  operations,
changes  in  partners' equity (deficit) and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of BROKEN BOW PROPERTIES
II,  A  LIMITED  PARTNERSHIP, D/B/A OAKWOOD VILLAGE  II  APARTMENTS  as  of
December 31, 1999 and 1998, and the results of its operations and its  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with  certain provisions of laws,  regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson

February 10, 2000

LaFollette, Jansa, Brandt & Co. LLP
P.O. Box 945 - 622 S. Minnesota Avenue
Sioux Falls, SD 57101-0945
PHONE:  605-336-0935
FAX:  605-336-0983

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners of Lakewood Apartments
Project Number 32-060-470717466

We  have audited the accompanying balance sheets of Lakewood Apartments,  a
limited  partnership, Project Number 32-060-470717466 as  of  December  31,
1999  and  1998,  and  the  related statements of operations,   changes  in
partners' equity (deficit) and cash flows for the years then ended.   These
financial  statements  are the responsibility of the Company's  management.
Our  responsibility is to express an opinion on these financial  statements
based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  Government Auditing Standards, issued  by  the  Comptroller
General of the United States and the U.S. Department of Agriculture,  Rural
Development  Audit  Program.  Those standards  require  that  we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our 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 Lakewood Apartments as
of  December 31, 1999 and 1998, and the results of its operations  and  its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated February 2, 2000, on our consideration of internal controls.


/s/ LaFollette, Jansa, Brandt & Co. LLP
Certified Public Accountants & Consultants

Sioux Falls,  South Dakota
February 2, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Road
P.O. Box 2241
Valdosta, GA  31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Monroe Family, Ltd.
Valdosta, Georgia


We  have audited the accompanying balance sheets of Monroe Family, Ltd.  (a
Georgia limited partnership),
Federal  ID  No.  58-1768407, as of December 31, 1999  and  1998,  and  the
related statements of operations, changes in partners' (deficit), and  cash
flows  for  the  years  then  ended.  These financial  statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Monroe Family, Ltd. as
of  December 31, 1999 and 1998, and the results of its operations  and  its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also  issued   a
report   dated January 20, 2000 on our consideration of the Monroe  Family,
Ltd.'s  internal control structure and  a report dated January 20, 2000  on
its compliance with laws and regulations.


/s/ Henderson & Godbee, P.C.
Certified Public Accountants

January 20, 2000

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda, MD  20814
PHONE:  301-654-9000
FAX:  301-656-3056

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Brandywine III Limited Partnership
Bethesda, Maryland

We  have  audited the accompanying balance sheets of Brandywine III Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
income,  changes  in partners' capital and cash flows for  the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Brandywine III Limited
Partnership  as  of  December 31, 1999 and 1998, and  the  results  of  its
operations, changes in partners' capital and cash flows for the years  then
ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February 25, 2000 on our consideration  of  Brandywine  III
Limited Partnership's internal control  and on its compliance with laws and
regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 25, 2000

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda,  MD  20814
PHONE:  301-654-9000
FAX:  301-656-3056

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Concord IV Limited Partnership
Bethesda, Maryland

We  have  audited  the accompanying balance sheets of  Concord  IV  Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
income,  changes  in partners' capital and cash flows for  the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Concord  IV  Limited
Partnership  as  of  December 31, 1999 and 1998, and  the  results  of  its
operations, changes in partners' capital and cash flows for the years  then
ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated February 25, 2000 on our consideration of Concord IV Limited
Partnership's  internal  control  and  on  its  compliance  with  laws  and
regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 25,  2000

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda,  MD 20814
PHONE:  301-654-9000
FAX:  301-656-3056

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Dunbarton Oaks III Limited Partnership
Bethesda, Maryland

We  have  audited  the accompanying balance sheets of  Dunbarton  Oaks  III
Limited  Partnership  as of December 31, 1999 and  1998,  and  the  related
statements of income, changes in partners' capital and cash flows  for  the
years then ended. These financial statements are the responsibility of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Dunbarton  Oaks  III
Limited  Partnership as of December 31, 1999 and 1998, and the  results  of
its  operations, changes in partners' capital, and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports dated February 25, 2000 on our consideration of Dunbarton Oaks  III
Limited Partnership's internal control  and on its compliance with laws and
regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 25, 2000

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda,  MD  20814
PHONE:  301-654-9000
FAX:  301-656-3056

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners,
Federal Manor III Limited Partnership
Bethesda,  Maryland

We  have  audited  the  accompanying balance sheets of  Federal  Manor  III
Limited  Partnership  as of December 31, 1999 and  1998,  and  the  related
statements of income, changes in partners' capital and cash flows  for  the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of  Federal  Manor  III
Limited  Partnership as of December 31, 1999 and 1998, and the  results  of
its  operations, changes in partners' capital and cash flows for the  years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports dated February 25, 2000, on our consideration of Federal Manor  III
Limited Partnership's internal control and on its compliance with laws  and
regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 25, 2000

Regardie, Brooks & Lewis
7101 Wisconsin Avenue, Suite 1012
Bethesda,  MD  20814
PHONE:  301-654-9000
FAX:  301-656-3056

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Laurel Apartments Limited Partnership
Bethesda, Maryland

We  have  audited  the  accompanying balance sheets  of  Laurel  Apartments
Limited  Partnership  as of December 31, 1999 and  1998,  and  the  related
statements of income, changes in partners' capital and cash flows  for  the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Laurel  Apartments
Limited  Partnership as of December 31, 1999 and 1998, and the  results  of
its  operations, changes in partners' capital, and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated February 25, 2000 on our consideration of Laurel  Apartments
Limited Partnership's internal control and on its compliance with laws  and
regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 25, 2000

Grana & Teibel, CPAs, P.C.
300 Corporate Parkway, Suite 116 North
Amherst, NY 14226
PHONE:  716-862-4270
FAX:  716-862-0007

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Middleport Limited Partnership
Case No. 37-032-161338763
and
RD Rural Housing Director
166 Washington Avenue
Batavia, New York 14020

We  have  audited  the  accompanying balance sheets of  Middleport  Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners' capital, and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of  Middleport  Limited
Partnership  as  of  December 31, 1999 and 1998, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 18, 2000, on our consideration of Middleport  Limited
Partnership's  internal control structure and a report  dated  January  18,
2000, on its compliance with laws and regulations.


/s/ Grana & Teibel, CPAs, P.C.
Certified Public Accountants

January 18, 2000

Bernard Robinson & Company, L.L.P.
109 Muirs Chapel Road
P.O. Box 19608
Greensboro,  NC  27419-9608
PHONE:  336-294-4494
FAX:  336-547-0840

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Kenly Housing Associates
Charlotte, North Carolina

We  have audited the accompanying balance sheet of Kenly Housing Associates
(a  North  Carolina limited partnership) as of December 31, 1999 and  1998,
and  the related statements of operations, partners' equity, and cash flows
for   the   years   then  ended.   These  financial  statements   are   the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in   all  material  respects,  the  financial  position  of  Kenly  Housing
Associates  as  of  December 31, 1999 and 1998,  and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January 31, 2000,  on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts, and grants.

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


/s/ Bernard Robinson & Company, L.L.P.
Certified Public Accountants

January 31, 2000

Duggan, Joiner & Company
334 N.W. Third Avenue
Ocala, FL 34475
PHONE:  352-732-0171
FAX:  352-867-1370

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Oakwood Grove, Ltd.

We  have  audited  the accompanying basic financial statements  of  Oakwood
Grove,  Ltd., as of and for the years ended December 31, 1999 and 1998,  as
listed in the table of contents.  These basic financial statements are  the
responsibility of the partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our  opinion, the basic financial statements referred to above  present
fairly, in all material respects, the financial position of Oakwood  Grove,
Ltd.  as  of  December 31, 1999 and 1998, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 17, 2000 on our consideration of Oakwood Grove, Ltd.'s
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts, and grants.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial   statements  taken  as  a  whole.   The  additional  information
presented  on  pages 10 to 16 is presented for the purposes  of  additional
analysis and is not a required part of the basic financial statements.  The
information  on  pages  10  to  15   has been  subjected  to  the  auditing
procedures applied in the audit of the basic financial statements  and,  in
our  opinion, is fairly stated in all material respects in relation to  the
basic  financial statements taken as a whole. The information on  page  16,
which  is of a nonaccounting nature, has not been subjected to the auditing
procedures applied in the audit of the basic financial statements,  and  we
express no opinion on it.


/s/ Duggan, Joiner & Company
Certified Public Accountants

January 17, 2000

Duggan, Joiner & Company
334 N.W. Third Avenue
Ocala, FL 34475
PHONE:  352-732-0171
FAX:  352-867-1370

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Sandhill Forest, Ltd.

We  have  audited the accompanying basic financial statements  of  Sandhill
Forest, Ltd., as of and for the years ended December 31, 1999 and 1998,  as
listed in the table of contents.  These basic  financial statements are the
responsibility of the partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our  opinion, the basic financial statements referred to above  present
fairly,  in  all  material  respects, the financial  position  of  Sandhill
Forest,  Ltd.  as  of December 31, 1999 and 1998, and the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January 17, 2000 on our consideration  of  Sandhill  Forest,
Ltd.'s  internal  control over financial reporting and  our  tests  of  its
compliance  with  certain  provisions of laws, regulations,  contracts  and
grants.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial   statements  taken  as  a  whole.   The  additional  information
presented  on  pages 10 to 17 is presented for the purposes  of  additional
analysis and is not a required part of the basic financial statements.  The
information  on  pages  10  to  16   has been  subjected  to  the  auditing
procedures applied in the audit of the basic financial statements  and,  in
our  opinion, is fairly stated in all material respects in relation to  the
basic  financial statements taken as a whole. The information on  page  17,
which  is of a nonaccounting nature, has not been subjected to the auditing
procedures applied in the audit of the basic financial statements,  and  we
express no opinion on it.


/s/ Duggan, Joiner & Company
Certified Public Accountants

January 17, 2000

Dauby O'Connor & Zaleski LLC
698 Pro Med Lane
Carmel, IN 46032
PHONE:  317-848-5700
FAX:  317-815-6140

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Laurel Woods Associates
(A Virginia Limited Partnership)

We  have audited the accompanying balance sheets of Laurel Woods Associates
(A  Virginia Limited Partnership) as of December 31, 1999 and 1998, and the
related  statements of operations, changes in partners' deficit,  and  cash
flows  for  the  years  then  ended.  These financial  statements  are  the
responsibility  of the Partnership's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Laurel Woods Associates
as of December 31, 1999 and 1998, and the results of its operations and its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  controls and a report dated February 10, 2000, on its  compliance
with laws and regulations.

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

This  report  is  intended  solely for the  information  of  the  Partners,
management of Laurel Woods Associates and for filing with the RD and should
not be used for any other purpose.


/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 10, 2000
Carmel,  Indiana

Dauby O'Connor & Zaleski LLC
698 Pro Med Lane
Carmel,  IN  46032
PHONE:  317-848-5700
FAX:  317-815-6140

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
The Meadows Associates
(A Virginia Limited Partnership)

We  have  audited the accompanying balance sheets of The Meadows Associates
(a  Virginia Limited Partnership) as of December 31, 1999 and 1998, and the
related  statements of operations, changes in partners' deficit,  and  cash
flows  for  the  years  then  ended.  These financial  statements  are  the
responsibility  of the Partnership's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of The Meadows Associates
as of December 31, 1999 and 1998, and the results of its operations and its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  controls and a report dated February 10, 2000, on its  compliance
with laws and regulations.

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

This  report  is  intended  solely for the  information  of  the  Partners,
management of The Meadows Associates and for filing with the RD and  should
not be used for any other purpose.


/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 10, 2000
Carmel, Indiana

Dauby O'Connor & Zaleski LLC
698 Pro Med Lane
Carmel,  IN  46032
PHONE:  317-848-5700
FAX:  317-815-6140

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Rivermeade Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Rivermeade Associates (a
Virginia Limited Partnership) as of December 31, 1999 and 1998, and the
related statements of operations, changes in partners' equity (deficit),
and cash flows for the years then ended.  These financial statements are
the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Rivermeade Associates
as of December 31, 1999 and 1998, and the results of its operations and its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  controls and a report dated February 10, 2000, on its  compliance
with laws and regulations.

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


/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 10, 2000
Carmel,  Indiana

Thomas C. Cunningham, CPA  PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Greeneville Limited Partnership

I  have  audited  the  accompanying balance sheets of  Greeneville  Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  deficit and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Greeneville Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' deficit, and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, I have also  issued  my
report  dated  March  10, 2000 on my consideration of  Greeneville  Limited
Partnership's internal control over financial reporting and on our tests of
its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA  P.C.

March 10, 2000

Thomas C. Cunningham, CPA  PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Pulaski Village Limited Partnership

I  have  audited the accompanying balance sheets of Pulaski Village Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  deficit and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pulaski Village Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations, changes in partners' deficit, and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, I have also  issued  my
report  dated March 10, 2000 on my consideration of Pulaski Village Limited
Partnership's internal control over financial reporting and on my tests  of
its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA  P.C.

March 10, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX  78759
PHONE:  512-338-0044
FAX:  512-338-5395

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Kingsland Housing, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Kingsland Housing, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kingsland Housing, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
results  of  its  operations and cash flows for the  years  then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated January 26, 2000, on our consideration of the internal control
structure  of Kingsland Housing, Ltd.-(A Texas Limited Partnership)  and  a
report dated January 26, 2000, on its compliance with laws and regulations.


/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
January 26, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX  78759
PHONE:  512-338-0044
FAX:  512-338-5395

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Mathis Retirement Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Mathis Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mathis Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated January 30, 2000, on our consideration of the internal control
structure  of Mathis Retirement, Ltd.-(A Texas Limited Partnership)  and  a
report dated January 30, 2000, on its compliance with laws and regulations.


/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
January 30, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX  78759
PHONE:  512-338-0044
FAX:  512-338-5395

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Floresville Housing , Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Floresville Housing Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years then ended. These financial statements are the responsibility  of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We  conducted  our  audits in accordance with Generally  Accepted  Auditing
Standards  and  Government Auditing Standards as issued by the  Comptroller
General  of  the  United  States and the U.S.  Department  of  Agriculture,
Farmers  Home  Administration Audit Program, as 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 our audits provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Floresville  Housing,
Ltd.-(A  Texas Limited Partnership) as of December 31, 1999 and  1998,  and
the  results of its operations and cash flows for the years then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated January 27, 2000, on our consideration of the internal control
structure of Floresville Housing, Ltd.-(A Texas Limited Partnership) and  a
report dated January 27, 2000, on its compliance with laws and regulations.


/s/ Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
January 27, 2000

Simmons and Clubb
410 S. Orchard, Suite 156
Boise,  ID  83705
PHONE:  208-336-6800
FAX:  208-343-2381

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Teton View Limited Partnership
Boise, Idaho

We  have  audited  the accompanying balance sheets of  Teton  View  Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We  conducted  our  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 Teton  View  Limited
Partnership  as  of  December 31, 1999 and 1998, and  the  results  of  its
operations, and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated February 1, 2000, on our consideration of Teton View Limited
Partnership's internal controls and compliance with laws and regulations.

The  partnership's  tax returns have been filed allowing  the  partners  to
claim a benefit of a low income housing tax credit.  Because the compliance
and  qualification standards of the low income housing tax credit  are  not
related  to  the interest credit agreement and loan agreement, and  because
the  low  income housing tax credit related to income taxes which  are  the
responsibility of each individual partner, the scope of our audit  was  not
designed  or  intended to audit the partnerships compliance  with  the  low
income  housing  tax credit laws. Accordingly, our audit cannot  be  relied
upon to give assurance with regard to the partnerships compliance with  any
of the low income housing tax credit laws.


/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 1, 2000

Simmons and Clubb
410 S. Orchard, Suite 156
Boise,  ID  83705
PHONE:  208-336-6800
FAX:  208-343-2381

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Pleasant Valley Housing Limited Partnership
Boise, Idaho

We  have  audited the accompanying balance sheet of Pleasant Valley Housing
Limited  Partnership  as of December 31, 1999 and  1998,  and  the  related
statements  of  operations, partners' equity and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

We  conducted  our  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 Pleasant Valley Housing
Limited  Partnership as of December 31, 1999 and 1998, and the  results  of
its  operations, and its cash flows for the year then ended  in  conformity
with generally accepted accounting principles.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated  February 1, 2000, on our consideration of  Pleasant  Valley
Housing  Limited Partnership's internal controls and compliance  with  laws
and regulations.

The  partnership's  tax returns have been filed allowing  the  partners  to
claim a benefit of a low income housing tax credit.  Because the compliance
and  qualification standards of the low income tax housing tax  credit  are
not  related  to  the  interest credit agreement and  loan  agreement,  and
because   the  low income housing tax credit related to income taxes  which
are  the responsibility of each individual partner, the scope of our  audit
was  not designed or intended to audit the partnerships compliance with the
low income housing tax credit laws. Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance with  any
of the low income housing tax credit laws.

/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise,  Idaho
February 1, 2000

Dixon Odom  PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  336-889-5156
FAX:  336-889-6168

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Eagles Bay Limited Partnership
Raleigh, North Carolina

We  have  audited  the accompanying balance sheets of  Eagles  Bay  Limited
Partnership as of December 31, 1999 and 1998 and the related statements  of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Eagles  Bay  Limited
Partnership  as  of  December 31, 1999 and 1998, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated January 26, 2000 on our consideration of Eagles  Bay  Limited
Partnership's internal control over financial reporting and  our  tests  of
its  compliance with certain provisions of laws, regulations, contracts and
grants.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements taken as a whole.  The supplementary  information  on
page  10  is  presented for purposes of additional analysis and  is  not  a
required part of the basic financial statements.  Such information has been
subjected  to  the  audit procedures applied in the  audits  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 26, 2000

Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  336-889-5156
FAX:  336-889-6168

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Stone Arbor Limited Partnership
Raleigh, North Carolina

We  have  audited  the accompanying balance sheets of Stone  Arbor  Limited
Partnership as of December 31, 1999 and 1998 and the related statements  of
operations,  partners' equity (deficit), and cash flows for the years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Stone  Arbor  Limited
Partnership  as  of  December 31, 1999 and 1998  and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated January 26, 2000 on our consideration of Stone Arbor  Limited
Partnership's internal control over financial reporting and  our  tests  of
its compliance with certain provisions of laws,  regulations, contracts and
grants.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements taken as a whole.  The supplementary  information  on
page  9  is  presented for purposes of additional analysis  and  is  not  a
required part of the basic financial statements.  Such information has been
subjected  to  the  audit procedures applied in the  audits  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 26, 2000

Bernard Robinson & Company, L.L.P.
P. O. Box 19608 - 109 Muirs Chapel Road
Greensboro, NC 27419-9608
PHONE:  336-294-4494
FAX:  336-547-0840

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Suncrest Limited Partnership
Raleigh, North Carolina


We  have  audited  the  accompanying balance  sheets  of  Suncrest  Limited
Partnership (a North Carolina limited partnership) as of December 31,  1999
and  1998,  and the related statements of operations, partners' equity  and
cash  flows for the years then ended.  These financial statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial position  of  Suncrest  Limited
Partnership   as  of  December 31, 1999 and 1998, and the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January 21, 2000, on our consideration of the  Partnerships'
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.

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


/s/ Bernard Robinson & Co., L.L.P.
Certified Public Accountants

January 21, 2000


Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  336-889-5156
FAX:  336-889-6168

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Woodcroft Limited Partnership
Raleigh, North Carolina

We  have  audited  the  accompanying balance sheets  of  Woodcroft  Limited
Partnership as of December 31, 1999 and 1998 and the related statements  of
operations, partners' equity (deficit), and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Woodcroft  Limited
Partnership  as  of  December 31, 1999 and 1998  and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January 24, 2000 on our consideration of  Woodcroft  Limited
Partnership's internal control over financial reporting and  our  tests  of
its  compliance with certain provisions of laws, regulations, contracts and
grants.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements taken as a whole.  The supplementary  information  on
page  9  is  presented for purposes of additional analysis  and  is  not  a
required part of the basic financial statements.  Such information has been
subjected  to  the  audit procedures applied in the  audits  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 24, 2000

Brockway, Gersbach & Niemeier, P.C.
P.O. Box 4083
Temple, TX   76505-4083
PHONE:  254-773-9907
FAX:  254-773-1570

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Mabank 1988 Limited
Temple, Texas

We  have  audited the balance sheet of Mabank 1988 Limited (a Texas limited
partnership),  as of December 31, 1999 and 1998 and the related  statements
of  partners' deficit, operations, and cash flows for the years then ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Mabank 1988 Limited as  of
December 31, 1999 and 1998, and the results of its operations and its  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 28, 2000 on our consideration of Mabank 1988 Limited's
internal control and on its compliance with laws and regulations applicable
to financial statements.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statement  taken  as a whole.  The supplemental  information  on
pages  10 through 16 are presented for purposes of additional analysis  and
are   not  a  required  part  of  the  basic  financial  statements.    The
supplemental  information presented in the Year End  Report/Analysis  (Form
FmHA  1930-8); Statement of Actual Budget and Income (Form 1930-7) for  the
year  ended December 31, 1999, and the other Supplemental Data Required  by
the  Rural  Housing and Community Development Services, are  presented  for
purposes  of  complying  with the requirements of  the  Rural  Housing  and
Community  Development Services and are not a required part  of  the  basic
financial  statements.  Such information has been subjected  to  the  audit
procedures applied in the audit of the basic financial statements  and,  in
our  opinion, is fairly stated in all material respects in relation to  the
basic financial statements taken as a whole.

/s/ Brockway, Gersbach & Niemeier, P.C.
Certified Public Accountants

January 28, 2000

Brannan, Bagwell and Mercer, P.C.
Amsouth Center, Suite 804
200 Clinton Avenue
Huntsville, AL 35801
PHONE:  256-536-4318
FAX:  256-533-7193

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Hunters Ridge, Ltd.

We  have audited the accompanying balance sheet of Hunters Ridge, Ltd.,  (a
limited  partnership)  as of December 31, 1999 and 1998,  and  the  related
Statement  of  Operations, Partners' Capital and Cash Flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and 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.   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 Hunters Ridge, Ltd.  as
of  December 31, 1999 and 1998, and the results of its operations and  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have issued a  report
dated  February  27,  2000  on our consideration of  Hunter's  Ridge  Ltd's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws,  regulations, contracts and grants.


/s/ Brannan, Bagwell and Mercer, P.C.
Certified Public Accountants

February 23, 2000

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX  79720
PHONE:  915-263-1324
FAX:  915-263-2124

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Casa Linda Limited Partnership

We  have  audited  the accompanying balance sheets of  Casa  Linda  Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our 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 provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Casa  Linda  Limited
Partnership  as  of  December 31, 1999 and 1998, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
31, 2000, on our consideration of Casa Linda Limited Partnership's internal
control  structure and a report dated  January 31, 2000, on its  compliance
with laws and regulations.

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 through 18 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements of the Partnership.  Such information has been subjected to  the
auditing  procedures applied in the audit of the basic financial statements
and,  in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.


/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

January 31, 2000
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX  79720
PHONE:  915-263-1324
FAX:  915-263-2124

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
La Villa Elena, Ltd.. Limited Partnership

We  have  audited the accompanying balance sheets of La Villa  Elena,  Ltd.
Limited  Partnership  as of December 31, 1999 and  1998,  and  the  related
statements  of operations, partners' equity, and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our 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 La Villa Elena,  Ltd.
Limited  Partnership as of December 31, 1999 and 1998, and the  results  of
its  operations and its cash flows for the years then ended  in  conformity
with generally accepted accounting principles.

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
31,   2000,   on  our  consideration  of  La  Villa  Elena,  Ltd.   Limited
Partnership's  internal control structure and a report  dated  January  31,
2000, on its compliance with laws and regulations.

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 18 through 19 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements of the Partnership.  Such information has been subjected to  the
auditing  procedures applied in the audit of the basic financial statements
and,  in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.


/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

January 31, 2000
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX  79720
PHONE:  915-263-1324
FAX:  915-263-2124

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Rio Abajo Apartments Limited Partnership

We  have  audited  the accompanying balance sheets of Rio Abajo  Apartments
Limited  Partnership  as of December 31, 1999 and  1998,  and  the  related
statements  of operations,  partners' equity and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our 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 Rio Abajo  Apartments
Limited  Partnership as of December 31, 1999 and 1998, and the  results  of
its  operations and its cash flows for the years then ended  in  conformity
with generally accepted accounting principles.

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
31,   2000,   on   our  consideration  of  Rio  Abajo  Apartments   Limited
Partnership's  internal control structure and a report dated   January  31,
2000, on its compliance with laws and regulations.

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 18 through 19 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements of the Partnership.  Such information has been subjected to  the
auditing  procedures applied in the audit of the basic financial statements
and,  in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.


/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

January 31, 2000
Big Spring, Texas

Kenneth C. Boothe & Company, P.C.
1001 East Farm Road 700
Big Spring, TX  79720
PHONE:  915-263-1324
FAX:  915-263-2124

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Sage Limited Partnership

We have audited the accompanying balance sheets of Sage Limited Partnership
as of December 31, 1999 and 1998, and the related statements of operations,
partners' equity, and cash flows for the years then ended.  These financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our 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  Sage  Limited
Partnership  as  of  December 31, 1999 and 1998, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
31,  2000,  on  our  consideration of Sage Limited  Partnership's  internal
control  structure and a report dated  January 31, 2000,  on its compliance
with laws and regulations.

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 18 through 19 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements of the Partnership.  Such information has been subjected to  the
auditing  procedures applied in the audit of the basic financial statements
and,  in our opinion, is fairly stated in all material respects in relation
to the basic financial statements taken as a whole.


/s/ Kenneth C. Boothe & Company, P.C.
Certified Public Accountants

January 31, 2000
Big Spring, Texas

Mesarvey, Russell & Co., LLC
3170 Presidential Drive
Fairborn, OH  45324
PHONE:  937-320-1717
FAX:  937-320-1818

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners                    Rural Development Services
Laynecrest Associates Limited Partnership         Hillsboro, Ohio

We  have  audited the accompanying balance sheets of Laynecrest  Associates
Limited  Partnership RDS case No. 41-092-311254109 as of December 31,  1999
and  1998,  and  the  related statements of income,  changes  in  partners'
deficit,  and  cash  flows  for  the years  then  ended.   These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Laynecrest Associates
Limited  Partnership as of December 31, 1999 and 1998, and the  results  of
its  operations, changes in partners' deficit, and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards we have  also  issued  a
report   dated  January  25,  2000,  on  our  consideration  of  Laynecrest
Associates  Limited  Partnership's internal controls  and  a  report  dated
January 25, 2000 on its compliance with laws and regulations.


/s/ Mesarvey, Russell & Co. LLC
A Limited Liability Company
Independent Certified Public Accountants

January 25, 2000

Lead Auditor: Philip J. Lechner, Jr. , CPA
Firm ID # 31-1613938

Mesarvey, Russell & Co., LLC
3170 Presidential Drive
Fairborn, OH  45324
PHONE:  937-320-1717
FAX:  937-320-1818

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners                    Rural Development Services
Martindale Limited Partnership            Hillsboro, Ohio

We  have  audited  the  accompanying balance sheets of  Martindale  Limited
Partnership  RDS  Case No. 41-092-311153919, as of December  31,  1999  and
1998,  and the related statements of income, changes in partners'  deficit,
and  cash  flows for the years then ended.  These financial statements  are
the responsibility of the Partnership's management.  Our responsibility  is
to express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of  Martindale  Limited
Partnership  at  December  31,  1999 and  1998,  and  the  results  of  its
operations, changes in partners' deficit and cash flows for the years  then
ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 26, 2000 on our consideration of Martindale  Limited
Partnership's internal controls and a report dated January 26, 2000 on  its
compliance with laws and regulations.


/s/ Mesarvey, Russell & Co., LLC
A Limited Liability Company
Independent Certified Public Accountants

January 26, 2000

Lead Auditor: Philip J. Lechner, Jr., CPA
Firm ID # 31-1613938

Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN 37403-1924
PHONE:  423-756-0052
FAX:  423-267-5945

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the General Partners of
Robinhood Apartments, Ltd.

We  have  audited the accompanying balance sheets of Robinhood  Apartments,
Ltd.  as  of  December  31, 1999 and 1998, and the  related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Robinhood Apartments,
Ltd.  as  of December 31, 1999 and 1998, and the results of its operations,
changes in partners' equity and its cash flows for the years then ended  in
conformity with generally accepted accounting principles.

As  discussed  in  Note 8, management has changed its method  of  computing
depreciation for the year ended December 31, 1999.

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 19, 2000, on the Partnership's compliance and internal
control over financial reporting.


/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants

January 19, 2000

Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN  37403-1924
PHONE:  423-756-0052
FAX:  423-267-5945

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the General Partners of
Skyview Terrace, Ltd.:

We have audited the accompanying balance sheets of Skyview Terrace, Ltd. as
of  December  31, 1999 and 1998, and the related statements of  operations,
changes in partners' equity and cash flows for the years then ended.  These
financial   statements   are  the  responsibility  of   the   Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Skyview Terrace,  Ltd.
as  of  December  31,  1999 and 1998, and the results  of  its  operations,
changes in partners' equity and its cash flows for the years then ended  in
conformity with generally accepted accounting principles.

As  discussed  in  Note 9, management has changed its method  of  computing
depreciation for the year ended December 31, 1999.

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 19, 2000, on the Partnership's compliance and internal
control over financial reporting.


/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants

January 19, 2000

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL  35902
PHONE:  256-543-3707
FAX:  256-543-9800

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Riverside Apartments, Ltd.
Demopolis, Alabama

We  have  audited the accompanying balance sheets of Riverside  Apartments,
Ltd.,  a  limited  partnership, RHS Project  No.:  01-046-630978050  as  of
December  31,  1999  and  1998, and the related statements  of  operations,
partners' capital and cash flows for the years then ended.  These financial
statements  are  the responsibility of the partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Riverside Apartments,
Ltd.,   RHS Project No.: 01-046-630978050 as of December 31, 1999 and 1998,
and  the  results of its operations and its cash flows for the  years  then
ended in conformity with generally accepted accounting principles.

The  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 10 through 13 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  The  supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999  and
1998,  is presented for purposes of complying with the requirements of  the
Rural  Housing  Services  and  is also not a required  part  of  the  basic
financial  statements.  Such information has been subjected  to  the  audit
procedures applied in the audit of the basic financial statements  and,  in
our  opinion is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report   dated  February  21,  2000  on  our  consideration  of   Riverside
Apartments, Ltd.'s internal control  over financial reporting  and  on  our
tests of its compliance with certain provisions of laws and regulations.


/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama

February 21, 2000

Reznick, Fedder & Silverman
Two Premier Plaza,  5th Floor
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE:  404-847-9447
FAX:  404-847-9495
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Brookshire Apartments, L.P.

We  have  audited the accompanying balance sheets of Brookshire Apartments,
L.P.,  RHS Project No.: 10-075-581765612, as of December 31, 1998 and 1997,
and  the  related  statements of operations, changes  in  partners'  equity
(deficit),  and  cash  flows  for the years then  ended.   These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  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 Brookshire Apartments,
L.P.,  RHS Project No.: 10-075-581765612 as of December 31, 1998 and  1997,
and  the  results  of  its  operations, the  changes  in  partners'  equity
(deficit)  and its cash flows for the years then ended, in conformity  with
generally accepted accounting principles.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 17 and 18 is presented for purposes of additional analysis and is not
a  required  part  of the basic financial statements. Such information  has
been  subjected  to the auditing procedures applied in the  audits  of  the
basic  financial statements and, in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated  January  28,  1999,  on  our  consideration  of  Brookshire
Apartments,  L.P.'s internal control and on its compliance  with  laws  and
regulations applicable to the financial statemtns.

/s/ Reznick, Fedder & Silverman
Certified Public Accountants

Atlanta, Georgia
January 28, 1999

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Brookshire Apartments, L.P.

We  have  audited the accompanying balance sheet of BROOKSHIRE  APARTMENTS,
L.P.,  (USDA  Rural Development Case No. 10-075-581765612), as of  December
31,  1999,  and the related statements of operations, changes in  partners'
accumulated  deficit,  and  cash flows for  the  year  then  ended.   These
financial   statements   are  the  responsibility  of   the   Partnership's
management.  Our responsibility is to express an opinion on these financial
statements  based  on  our audit.  The financial statements  of  BROOKSHIRE
APARTMENTS,  L.P.  as of December 31, 1998 were audited by  other  auditors
whose  report  dated January 28, 1999 expressed an unqualified  opinion  on
those statements.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards, Government Auditing Standards, issued by the Comptroller General
of  the United States, and the U.S. Department of Agriculture, Farmers Home
Administration's Audit Program.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our 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 BROOKSHIRE APARTMENTS,
L.P.  as  of  December  31, 1999, and the results of  its  operations,  its
changes in partners' accumulated deficit, and its cash flows for the  years
then ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
reports   dated  January  21,  2000  on  our  consideration  of  BROOKSHIRE
APARTMENTS,  L.P.'s internal control and on its compliance  with  laws  and
regulations applicable to the financial statements.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages  13  is presented for purposes of additional analysis and  is  not  a
required part of the basic financial statements.  Such information has been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.


/sHabif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

January 21, 2000

Reznick, Fedder & Silverman
Two Premier Plaza,  5th Floor
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE:  404-847-9447
FAX:  404-847-9495

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Sandridge Apartments, Ltd.

We  have  audited the accompanying balance sheets of Sandridge  Apartments,
Ltd., RHS Project No.: 058-17569-49, as of December 31, 1998 and 1997,  and
the   related  statements  of  operations,  changes  in  partners'   equity
(deficit),  and  cash  flows  for the years then  ended.   These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  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 Sandridge  Apartments
Ltd., RHS Project No.: 058-17569-49, as of December 31, 1998 and 1997,  and
the  results of its operations, the changes in partners' equity  (deficit),
and  its  cash flows for the years then ended, in conformity with generally
accepted accounting principles.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 15 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  audits  of  the
basic  financial statements and, in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports   dated  January  28,  1999,  on  our  consideration  of  Sandridge
Apartments,  Ltd.'s  internal  control and its  compliance  with  laws  and
regulations applicable to the financial statements.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants

Atlanta, Georgia
January 28, 1999

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Sandridge Apartments, Ltd.

We  have  audited  the accompanying balance sheet of SANDRIDGE  APARTMENTS,
LTD.  (RHS  Project  No. 058-17569-49) as of December  31,  1999,  and  the
related statements of operations, changes in partners' accumulated deficit,
and cash flows for the year then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility  is  to
express  an opinion on these financial statements based on our audit.   The
financial statements of  SANDRIDGE APARTMENTS, LTD. as of December 31, 1998
were  audited  by  other  auditors whose  report  dated  January  28,  1999
expressed an unqualified opinion on those statements.

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

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports   dated  January  21,  2000  on  our  consideration  of   SANDRIDGE
APARTMENTS,  LTD.'s internal control and on its compliance  with  laws  and
regulations applicable to the financial statements.

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of SANDRIDGE APARTMENTS,
LTD.  as  of  December  31, 1999, and the results of  its  operations,  its
changes  in partners' accumulated deficit, and its cash flows for the  year
then ended in conformity with generally accepted accounting principles.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 12 through 18 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  Such  information
has  been subjected to the auditing procedures applied in the audits of the
basic  financial statements and, in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.


/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

January 21, 2000

Chester M. Kearney, CPA
12 Dyer Street
Presque Isle, ME   04769-1550
PHONE:  207-764-3171
FAX:  207-764-6362

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Limestone Estates
Caribou, Maine

To the Partners

We  have  audited the accompanying balance sheets of Limestone Estates,  (a
limited  partnership)  as of December 31, 1999 and 1998,  and  the  related
statements of operations, partners' deficit, and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Limestone Estates as of
December  31,  1999 and 1998, and the results of its operations,  partners'
deficit  and  its  cash flows for the years then ended in  conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 2, 2000 on our consideration of Limestone  Estates'
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws and regulations.


/s/ Chester M. Kearney, CPA
Certified Public Accountants

Presque Isle, Maine
February 2, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Longleaf Apartments, Ltd.

We  have  audited  the accompanying balance sheets of LONGLEAF  APARTMENTS,
LTD. (USDA Rural Development Case No. 10-065-581788240) as of December  31,
1999  and  1998,  and  the  related statements of  operations,  changes  in
partners'  accumulated deficit, and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of LONGLEAF  APARTMENTS,
LTD.  as  of December 31, 1999 and 1998, and the results of its operations,
its  changes in partners' accumulated deficit, and its cash flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 10, 2000 on our consideration of LONGLEAF APARTMENTS,
LTD.'s  internal  control  and  a report dated  January  10,  2000  on  its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
page  11  is  presented for purposes of additional analysis and  is  not  a
required part of the basic financial statements.  Such information has been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion , is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

January 10, 2000

Fentress, Brown, CPAs & Associates, LLC
6660 North High Street, Suite 3F
Worthington, OH  43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of                        Rural Development Services
Crestwood   Villa  2  Limited  Partnership                        Servicing
Office
DBA Applewood Apartments                  Findlay, Ohio
Mansfield, Ohio

We  have  audited  the  accompanying balance sheets of  Crestwood  Villa  2
Limited Partnership (a limited partnership), DBA Applewood Apartments, Case
No.  41-017-341612174, as of December 31, 1999 and 1998,  and  the  related
income  statements, changes in partners' equity (deficit), 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 audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards  and  Government Auditing Standards, issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration "Audit Program" issued in December 1989.  Those
standards  require that we plan and perform our 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  Crestwood  Villa  2
Limited  Partnership, DBA Applewood Apartments, Case No. 41-017-341612174,,
at  December  31,  1999 and 1998, and the results of  its  operations,  and
changes  in  partners' equity (deficit), and cash flows for the years  then
ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 14, 2000, on our consideration of Crestwood  Villa  2
Limited Partnership's internal control and a report dated January 14, 2000,
on   its   compliance  with  specific  requirements  applicable  to   Rural
Development Services Programs.


/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Worthington,  Ohio
January 14, 2000

Smith, Lambright & Associates, P.C.
P.O. Box 912 - 505 E. Tyler
Athens,  TX   75751
PHONE:  903-675-5674
FAX:  903-675-5676

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Owners
Fairview South, Ltd.
700 South Palestine
Athens, Texas  75751

We  have audited the accompanying Balance Sheet of Fairview South, Ltd.  as
of  December  31, 1999 and 1998, and the related Statements of  Income  and
Expenses,  Changes in Partner's Equity (Deficit), and Cash  Flows  for  the
years  then  ended.   These financial statements are the responsibility  of
Fairview  South, Ltd.'s management.  Our responsibility is  to  express  an
opinion on these financial statements based on our audits.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards,  the  standards  applicable to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General  of  the
United   States,  and  "U.S.  Department  of  Agriculture,   Farmers   Home
Administration-Audit Program."  Those standards require that  we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our 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 Fairview South, Ltd. as
of  December 31, 1999 and 1998, and the results of its operations  and  its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 27, 2000 on our consideration  of  Fairview  South,
Ltd.'s compliance and internal control over financial reporting.

Our  audit  was  performed for the purpose of forming an  opinion   on  the
financial  statements  of  Fairview South Ltd.,  taken  as  a  whole.   The
accompanying  supplemental letter is presented for purposes  of  additional
analysis  as  required  by  the  U.S.  Department  of  Agriculture,   Rural
Development Agency, and is not a required part of the financial statements.
Such  information has been subjected to the auditing procedures applied  in
the  audit  of  the  financial statements and, in our  opinion,  is  fairly
stated,  in  all material respects, in relation to the financial statements
taken as a whole.

The Year 2000 supplementary information is not a required part of the basic
financial  statements  but  is supplementary information  required  by  the
Governmental  Accounting Standards Board.  We have applied certain  limited
procedures,   which  consisted  principally  of  inquiries  of   management
regarding  the methods of measurement and presentation of the supplementary
information.  However, we did not audit the information and do not  express
an  opinion on it.  In addition, we do not provide assurance that  Fairview
South,  Ltd.  is  or will become year 2000 compliant, that  its  year  2000
remediation efforts will be successful in whole or in part, or that parties
with which it does business are or will become year 2000 compliant.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants

February 27, 2000

Smith, Lambright & Associates, P.C.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Owners
Southwood Apartments, Ltd.
700 South Palestine
Athens, Texas 75751

We  have  audited the accompanying Balance Sheet  of Southwood  Apartments,
Ltd. as of December 31, 1999 and 1998, and the related Statements of Income
and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows for the
years  then  ended.   These financial statements are the responsibility  of
Southwood Apartments, Ltd.'s management.  Our responsibility is to  express
an opinion on these financial statements based on our audits.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards,  the  standards  applicable to  financial  audits  contained  in
Government  Auditing  Standards issued by the Comptroller  General  of  the
United   States,  and  "U.S.  Department  of  Agriculture,   Farmers   Home
Administration-Audit Program."  Those standards require that  we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our 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 Southwood Apartments,
Ltd.  as  of  December 31, 1999 and 1998, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report   dated  February  25,  2000  on  our  consideration  of   Southwood
Apartments,  Ltd.'s  compliance  and on  internal  control  over  financial
reporting.

Our  audit  was  performed for the purpose of forming  an  opinion  on  the
financial statements of the Southwood Apartments, Ltd., taken as  a  whole.
The   accompanying  supplemental  letter  is  presented  for  purposes   of
additional  analysis  as  required by the U.S. Department  of  Agriculture,
Rural  Development  Agency, and is not  a required part  of  the  financial
statements.  Such information has been subjected to the auditing procedures
applied  in  the audit of the financial statements and, in our opinion,  is
fairly  stated  in  all  material respects in  relation  to  the  financial
statements taken as a whole.

The Year 2000 supplementary information is not a required part of the basic
financial  statements  but  is supplementary information  required  by  the
Governmental  Accounting Standards Board.  We have applied certain  limited
procedures,   which  consisted  principally  of  inquiries  of   management
regarding  the methods of measurement and presentation of the supplementary
information.  However, we did not audit the information and do not  express
an opinion on it.  In addition, we do not provide assurffance that Fairview
South,  Ltd.  is  or will become year 2000 compliant, that  its  year  2000
remediation efforts will be successful in whole or in part, or that parties
with which it does business are or will become year 2000 compliant.

/s/ Smith, Lambright & Associates, P.C.
Certified Public Accountants
February 25, 2000

Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, Texas  78759
PHONE   512-338-0044
FAX-512-338-5395

                         INDEPENDENT  AUDITORS'  REPORT
                         --------------------------------------------------
--

To The Partners
Sabinal Housing, Ltd. - (A Texas Limited Partnership)
Burnet, Texas

We have audited the accompanying balance sheets of Sabinal Housing, Ltd.  -
(A  Texas  Limited Partnership) as of December 31, 1999 and  1998  and  the
related  statement of income (loss), partners' equity, and cash  flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Sabinal Housing, Ltd. -
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated February 1, 2000, on our consideration of the internal control
structure  of Sabinal Housing, Ltd. - (A Texas Limited Partnership)  and  a
report dated February 1, 2000, on its compliance with laws and regulations.


Lou Ann Montey and Associates, P.C.
Certified Public Accountants

Austin, Texas
February 1, 2000

Item 9. Disagreements on Accounting and Financial Disclosures

                           None.

                            PART III

Item 10.  Directors and Executive Officers of Gateway

   Gateway  has no directors or executive officers.  Gateway's affairs  are
managed   and   controlled  by  the  Managing  General  Partner.    Certain
information  concerning the directors and officers of the Managing  General
Partner are set forth below.

Raymond James Tax Credit Funds, Inc. - Managing General Partner

   Raymond James Tax Credit Funds, Inc. is the Managing General Partner and
is  responsible  for decisions pertaining to the acquisition  and  sale  of
Gateway's  interests in the Project Partnerships and other matters  related
to  the business operations of Gateway.  The officers and directors of  the
Managing General Partner are as follows:

  Ronald  M. Diner, age 56, is President and a Director.  He is a Senior
  Vice  President of Raymond James & Associates, Inc., with whom he  has
  been  employed  since June 1983.  Mr. Diner received an M.B.A.  degree
  from Columbia University (1968) and a B.S. degree from Trinity College
  (1966).  Prior to joining Raymond James & Associates, Inc., he managed
  the  broker-dealer  activities of Pittway Real Estate,  Inc.,  a  real
  estate  development firm.  He was previously a loan officer at  Marine
  Midland Realty Credit Corp., and spent three years with Common, Dann &
  Co.,  a  New York regional investment firm.  He has served as a member
  of  the  Board  of  Directors of the Council  for  Rural  Housing  and
  Development,  a  national  organization of  developers,  managers  and
  syndicators  of  properties  developed  under  the  RECD  Section  515
  program,  and  is a member of the Board of Directors  of  the  Florida
  Council  for  Rural Housing and Development.  Mr. Diner   has  been  a
  speaker  and  panel member at state and national seminars relating  to
  the low-income housing credit.

  J. Davenport Mosby, age 44, is a Vice President and a Director.  He is  a
  Senior  Vice  President  of  Raymond James & Associates,  Inc.  which  he
  joined  in  1982.   Mr. Mosby received an MBA from the  Harvard  Business
  School  (1982).   He graduated magna cum laude with a BA from  Vanderbilt
  University where he was elected to Phi Beta Kappa.

  Teresa L. Barnes, age 53, is a Vice President.  Ms. Barnes is a Senior
  Vice  President of Raymond James & Associates, Inc., which she  joined
  in 1969.

  Sandra L. Furey, age 37, is Secretary, Treasurer.  Ms. Furey has  been
  employed  by Raymond James & Associates, Inc. since 1980 and currently
  serves as Closing Administrator for the Gateway Tax Credit Funds.

Raymond James Partners, Inc. -

   Raymond  James  Partners, Inc. has been formed to  act  as  the  general
partner, with affiliated corporations, in limited partnerships sponsored by
Raymond  James Financial, Inc.  Raymond James Partners, Inc. is  a  general
partner  for  purposes  of  assuring that Gateway  and  other  partnerships
sponsored  by affiliates have sufficient net worth to meet the minimum  net
worth requirements of state securities administrators.

   Information  regarding  the  officers and  directors  of  Raymond  James
Partners, Inc., is included on pages 58 and 59 of the Prospectus under  the
section  captioned "Management" (consisting of pages 56 through 59  of  the
Prospectus) which is incorporated herein by reference.

Item 11.  Executive Compensation

  Gateway has no directors or officers.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

   Neither  of the General Partners, nor their directors and officers,  own
any units of the outstanding securities of Gateway as of March 31, 2000.

   Gateway  is  a  Limited Partnership and therefore does not  have  voting
shares of stock.  To the knowledge of Gateway, no person owns of record  or
beneficially, more than 5% of Gateway's outstanding units.

Item 13.  Certain Relationships and Related Transactions

   Gateway  has  no  officers  or directors.   However,  various  kinds  of
compensation  and  fees  are  payable to the  General  Partners  and  their
affiliates   during   the   organization   and   operations   of   Gateway.
Additionally, the General Partners will receive distributions from  Gateway
if there is cash available for distribution or residual proceeds as defined
in  the  Partnership agreement.  The amounts and kinds of compensation  and
fees  are  described on pages 13 to 15 of the Prospectus under the  caption
"Management Compensation", which is incorporated herein by reference.   See
Note 3 of Notes to Financial Statements in item 8 of this Annual Report  on
Form  10-K  for amounts accrued or paid to the General Partners  and  their
affiliates during the years ended March 31, 1999, 1998 and 1997.

  The Payable to General Partners primarily represents the asset management
fees  owed  to  the  General Partners at the end  of  the  period.   It  is
unsecured,  due  on demand and, in accordance with the limited  partnership
agreement,  non-interest bearing.  Within the next 12 months, the  Managing
General  Partner does not intend to demand payment on the portion of  Asset
Management Fees payable classified as long-term on the Balance Sheet.

   The  General  Partners and affiliates are entitled to  compensation  and
reimbursement for costs and expenses as follows:

Asset  Management  Fee - The Managing General Partner  is  entitled  to  an
annual  asset  management  fee equal to 0.45%  of  the  aggregate  cost  of
Gateway's interest in the projects owned by the Project Partnerships.   The
asset  management fee will be paid only after all other expenses of Gateway
have  been  paid.  These fees are included in the Statements of Operations.
Totals  incurred  for the years ended March 31, 2000, 1999  and  1998  were
$496,681, $498,294, and $499,712 respectively.

General and Administrative Expenses - Raymond James Tax Credit Funds, Inc.,
the  Managing General Partner, is reimbursed for general and administrative
expenses  of Gateway on an accountable basis.  These expenses are  included
in the Statements of Operations.  Totals incurred for the years ended March
31, 2000, 1999 and 1998 were $39,066, $27,713, and $30,235 respectively.

                            PART IV

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

a.(1) Financial Statements

 (2) Financial Statement Schedules -

  Schedule III - Real Estate and Accumulated Depreciation of Property Owned
by Project Partnerships

 All  other  schedules are omitted because they are not applicable  or  not
 required,  or  because the required information is  shown  either  in  the
 financial statements or in the notes thereto.

 (3) Exhibit Index -
 The  following are included with Form S-11, Registration No. 33-18142  and
 amendments  and  supplements thereto previously filed with the  Securities
 and Exchange Commission.


Table
Number
1.1        Form of Soliciting Dealer Agreement
1.2        Form  of Escrow Agreement between Gateway Tax  Credit
           Fund, Ltd., and Southeast Bank
2.1        Purchase  and  Sale Agreement, dated  June  30,  1988
           pertaining  to  the  acquisition of limited  partnership
           interests in Martindale Limited Partnership
2.2        Purchase  and  Sale Agreement, dated  June  30,  1988
           pertaining  to  the  acquisition of limited  partnership
           interests in Laynecrest Associates Limited Partnership
2.3        Purchase  and Sale Agreement, dated August  28,  1988
           pertaining  to  the  acquisition of limited  partnership
           interests in La Villa Elena Limited Partnership
2.4        Purchase  and  Sale Agreement, date August  28,  1988
           pertaining  to  the  acquisition of limited  partnership
           interests in Rio Abajo Limited Partnership
3.1        The  form of Partnership Agreement of the Partnership
           is included as Exhibit "A" to the Prospectus
3.1.1      Amended  Certificate of Limited Partnership  of  Gateway
           Tax Credit Fund, Ltd.
3.2        Articles  of Incorporation of Raymond James Partners,
           Inc.
3.2.1      Bylaws of Raymond James Partners, Inc.
3.3        Articles of Incorporation of Raymond James Tax Credit
           Funds, Inc.
3.3.1      Bylaws of Raymond James Tax Credit Funds, Inc.
3.4        Amended  and  Restated Agreement and  Certificate  of
           Limited Partnership of Martindale Limited Partnership
3.5        Amended  and  Restated Agreement and  Certificate  of
           Limited Partnership of Laynecrest Associates Limited
3.6        Amended  and  Restated Agreement and  Certificate  of
           Limited   Partnership   of  La   Villa   Elena   Limited
           Partnership
3.7        Amended  and  Restated Agreement and  Certificate  of
           Limited Partnership of Rio Abajo Limited Partnership
3.8        Amended  and Restated Agreement of Village Apartments
           of  Fortville II, L.P. is included as Exhibit E  to  the
           document included as Exhibit 2.5
3.9        Amended and Restated Partnership Agreement of Village
           Apartments  of  Summitville  II,  L.P.  is  included  as
           Exhibit E to the document included as Exhibit 2.6
3.10       Amended  and Restated Partnership Agreement  of  Village
           Apartments of Madison, Ltd. is included as Exhibit E  to
           the document included as Exhibit 2.7
3.11       Amended  and Restated Partnership Agreement  of  Village
           Apartments  of  Monroe  Family,  Ltd.  is  included   as
           Exhibit E to the document included as Exhibit 2.8
3.12       Amended  and Restated Partnership Agreement  of  Village
           Apartments  of Longleaf Apartments, Ltd. is included  as
           Exhibit E to the document included as Exhibit 2.9
3.13       Amended  and Restated Partnership Agreement  of  Village
           Apartments   of  Hannah's  Mill  Apartments,   Ltd.   is
           included  as  Exhibit  E  to the  document  included  as
           Exhibit 2.10
3.14       Amended  and Restated Partnership Agreement  of  Village
           Apartments of Sylacauga Garden Apartments III, Ltd.
3.15       Amended  and Restated Partnership Agreement of  Suncrest
           Limited  Partnership is included as  Exhibit  E  to  the
           document included as Exhibit 2.12
3.16       Amended  and Restated Partnership Agreement of Dunbarton
           Oaks III, Limited Partnership
3.17       Amended   and   Restated   Partnership   Agreement    of
           Brandywine III Limited Partnership
3.18       Amended  and Restated Partnership Agreement  of  Concord
           IV Limited Partnership
3.19       Amended  and Restated Partnership Agreement of  Mulberry
           Hill IV Associates Limited Partnership
3.20       Amended  and Restated Partnership Agreement  of  Federal
           Manor Limited Partnership
3.21       Amended  and  Restated Partnership Agreement  of  Laurel
           Apartments Limited Partnership
3.22       Amended  and  Restated  Partnership  Agreement  of  Casa
           Linda Limited Partnership
3.23       Amended   and   Restated   Partnership   Agreement    of
           Rivermeade Associates
3.24       Amended  and Restated Partnership Agreement of Keysville
           Limited Partnership
3.25       Amended  and  Restated Partnership Agreement  of  Laurel
           Woods Associates
3.26       Amended  and Restated Partnership Agreement  of  Meadows
           Associates
3.27       Amended  and Restated Partnership Agreement of Riverside
           Apts., Ltd.
3.28       Amended  and Restated Partnership Agreement of Limestone
           Estates, Ltd.
3.29       Amended  and Restated Partnership Agreement of Sandridge
           Apts., Ltd.
3.30       Amended   and   Restated   Partnership   Agreement    of
           Brookshire Apts., Ltd.
3.31       Amended  and  Restated Partnership  Agreement  of  Teton
           View Apts., Ltd.
3.32       Amended  and Restated Partnership Agreement  of  Eagle's
           Bay Ltd. Partnership
3.33       Amended  and  Restated Partnership  Agreement  of  Sage,
           Ltd.
3.34       Amended  and Restated Partnership Agreement  of  Albany,
           Ltd.
3.35       Amended   and   Restated   Partnership   Agreement    of
           Burkesville, Ltd.
3.36       Amended  and  Restated Partnership Agreement  of  Scotts
           Hill, Ltd.
3.37       Amended  and Restated Partnership Agreement of Claremont
           Housing, Ltd.
3.38       Amended  and Restated Partnership Agreement  of  Village
           Apartments of Sparta Ltd.
3.39       Amended  and Restated Partnership Agreement of Crosstown
           Seniors Limited Dividend Housing Association Ltd.
3.40       Amended  and Restated Partnership Agreement  of  Village
           Apartments of Divernon Ltd.
3.41       Amended  and Restated Partnership Agreement  of  Oakwood
           Apartments Ltd.
3.42       Amended   and   Restated   Partnership   Agreement    of
           Middleport Ltd.
3.43       Amended  and Restated Partnership Agreement  of  Village
           Apartments of Morgantown Ltd.
3.44       Amended  and Restated Partnership Agreement of  Lakewood
           Apartments Ltd.
3.45       Amended  and  Restated Partnership Agreement  of  Mabank
           1988 Limited
3.46       Amended  and Restated Partnership Agreement  of  Ashburn
           Housing Ltd. L.P.
3.47       Amended  and Restated Partnership Agreement of  Cuthbert
           Elderly Housing, Ltd.
3.48       Amended  and  Restated Partnership  Agreement  of  Buena
           Vista Housing, Ltd. L.P.
3.49       Amended  and  Restated Partnership Agreement  of  Spring
           Creek Apts., Ltd.
3.50       Amended  and  Restated Partnership Agreement  of  Milton
           Elderly Housing, Ltd., L.P.
3.51       Amended  and Restated Partnership Agreement of  Sandhill
           Forest, Ltd.
3.52       Amended  and Restated Partnership Agreement  of  Oakwood
           Grove, Ltd.
3.53       Amended  and Restated Partnership Agreement of  Hastings
           Manor, Ltd.
3.54       Amended  and Restated Partnership Agreement of Robinhood
           Apts., Ltd.
3.55       Amended  and Restated Partnership Agreement  of  Skyview
           Terrace Apts., Ltd.
3.56       Amended  and  Restated Partnership  Agreement  of  Stone
           Arbor Ltd.
3.57       Amended  and Restated Partnership Agreement of Woodcroft
           Ltd.
3.58       Amended  and  Restated Agreement of Limited  Partnership
           of Winder Apartments, Ltd., L.P.
3.59       Amended  and  Restated Partnership Agreement  of  Spring
           Creek Apartments, Ltd.
3.60       Amended  and  Restated Agreement of Limited  Partnership
           of Hunters Ridge, Ltd.
8.1        Tax opinion and consent of Schifino & Fleischer, P.A.
24.1       Consent  of  Spence, Marston & Bunch,  Certified  Public
           Accountants
24.2       The consent of Gerald D. Myers, CPA
24.3       The consent of Kenneth Leventhal & Company
24.4       The  consent  of  Schifino  & Fleischer,  P.A.,  to  all
           references made to them in the Prospectus included as  a
           part  of  the  Registration  Statement  of  Gateway  Tax
           Credit  Fund,  Ltd.,  and  all  amendments  thereto,  is
           included in their opinions filed as Exhibit 8.1  to  the
           Registration Statement
28.1       Table  VI  (Acquisition  of Properties  by  Program)  of
           Appendix   II  to  Industry  Guide  5,  Preparation   of
           Registration  Statements Relating to Interests  in  Real
           Estate Limited Partnerships

           Prospectus dated March  2, 1988

b. Reports filed on Form 8-K - NONE

c. Exhibits filed with this Report - NONE

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

Apartment Properties

                                                            Mortgage Loan
Partnership          Location                   # of Units     Balance
-----------          --------                   ----------  -------------

Laynecrest           Medway, OH                         48        1,461,812
Martindale           Union, OH                          30          934,510
La Villa Elena       Bernalillo, NM                     54        1,470,278
Rio Abajo            Truth or Consequences, NM          42        1,391,865
Fortville II         Fortville, IN                      24          672,973
Summitville          Summitville, IN                    24          734,117
Suncrest             Yanceyville, NC                    40        1,471,953
Brandywine III       Millsboro, DE                      32        1,087,455
Concord IV           Perryville, MD                     32        1,083,925
Dunbarton Oaks III   Georgetown, DE                     32        1,111,360
Federal Manor        Federalsburg, MD                   32        1,160,569
Laurel Apts          Laurel, DE                         32        1,128,655
Mulberry Hill IV     Easton, MD                         16          593,090
Madison              Madison, OH                        40        1,184,493
Hannah's Mill        Thomaston, GA                      50        1,468,584
Longleaf Apts.       Cairo, GA                          36          967,305
Sylacauga Garden     Sylacauga, AL                      45        1,412,634
Monroe Family        Monroe, GA                         48        1,462,228
Clayfed Apts.        Denver, CO                         32          985,418
Westside Apts.       Denver, CO                         52        1,597,588
Casa Linda           Silver City, NM                    41        1,376,247
Rivermeade           Yorktown, VA                       80        2,550,160
Laurel Woods         Ashland, VA                        40        1,275,220
Keysville            Keysville, VA                      24          755,447
Crosstown            Kalamazoo, MI                     201        4,515,514
Riverside Apts.      Demopolis, AL                      40        1,157,809
Brookshire Apts.     McDonough, GA                      46        1,391,537
Sandridge Apts.      Fernandina Beach, FL               46        1,315,746
Limestone Estates    Limestone, ME                      25        1,151,612
Eagle's Bay          Beaufort, NC                       40        1,481,308
Teton View           Rigby, ID                          40        1,429,955
Albany               Albany, KY                         24          734,655
Burkesville          Burkesville, KY                    24          736,551
Scotts Hill          Scotts Hill, TN                    12          408,552
Sage                 Gallup, NM                         44        1,473,978
Claremont            Cascade, ID                        16          439,893
Middleport           Middleport, NY                     25          949,574
Oakwood Apts.        Columbus, NE                       24          786,576
Morgantown           Morgantown, IN                     24          788,545
Ashburn Housing      Ashburn, GA                        41        1,055,478
Cuthbert Elderly     Cuthbert, GA                       32          821,962
Sandhill Forest      Melrose, FL                        16          467,836
Oakwood Grove        Crescent City, FL                  36        1,012,315
Hastings Manor       Hastings, FL                       24          700,157
Lakewood Apts.       Norfolk, NE                        72        2,436,671
Robinhood Apts.      Springfield, TN                    48        1,467,212
Skyview Terrace      Springfield, TN                    48        1,334,678
Mabank 1988          Mabank, TX                         42        1,112,307
Buena Vista          Buena Vista, GA                    25          655,676
Woodcroft            Elizabethtown, NC                  32        1,154,809
Spring Creek         Quitman, GA                        18          491,023
Spring Creek         Cherokee, AL                       24          533,500
Milton Elderly       Milton, FL                         43        1,080,514
Winder Apartments    Winder, GA                         48        1,422,488
Hunters Ridge        Killen, AL                         40        1,169,095
Stone Arbor          Madison, NC                        40        1,486,820
Greeneville          Greeneville, TN                    40        1,202,325
Centralia II         Centralia, IL                      24          802,111
Poteau IV            Poteau, OK                         32          593,313
Barling              Barling, AR                        48          916,984
Booneville           Booneville, AR                     50        1,370,164
Augusta              Augusta, KS                        66        1,923,862
Meadows              Farmville, VA                      40        1,330,601
Kenly Housing        Kenly, NC                          48        1,334,873
Fairview South       Athens, TX                         44        1,065,485
River Road Apts.     Waggaman, LA                       43        1,136,561
Middlefield          Middlefield, OH                    36        1,086,067
Floresville          Floresvile, TX                     40        1,039,380
Mathis Retirement    Mathis, TX                         36          873,274
Sabinal Housing      Sabinal, TX                        24          605,410
Kingsland Housing    Kingsland, TX                      34          847,600
Crestwood Villa II   Crestline, OH                      36        1,089,236
Poteau Prop. III     Poteau, OK                         19          463,037
Decatur Properties   Decatur, AR                        24          774,321
Broken Bow Prop II   Broken Bow, OK                     46        1,482,455
Turtle Creek II      Grove, OK                          42        1,243,209
Pleasant Valley      Grangeville, ID                    32        1,149,553
Hartwell Elderly     Hartwell, GA                       24          671,237
Pulaski Village      Pulaski, VA                        44        1,387,645
Southwood Apts.      Jacksonville, TX                   40          953,164
                                                               ------------
                                                               $ 91,844,099
                                                               ============


GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Laynecrest                   310,264           1,533,433             18,736
Martindale                   243,665             928,824              9,782
La Villa Elena               128,000           1,672,703            128,945
Rio Abajo                     88,500           1,610,884             77,426
Fortville II                  25,000             780,355              5,034
Summitville                   30,000             849,511                483
Suncrest                     331,988           1,788,595             17,142
Brandywine III               105,508           1,154,434             47,221
Concord IV                   120,440           1,198,338             42,908
Dunbarton Oaks III           123,135           1,205,530             15,016
Federal Manor                142,632           1,252,927             64,067
Laurel Apts                  144,680           1,156,847             61,328
Mulberry Hill IV              55,379             652,234             30,129
Madison                       60,000           1,378,177             29,191
Hannah's Mill                 60,000           1,754,918            (2,132)
Longleaf Apts.                54,700           1,135,966              2,280
Sylacauga Garden              70,000           1,521,755             20,549
Monroe Family                110,000           1,678,673                  0
Clayfed Apts.                 84,000             876,430             32,397
Westside Apts.               134,701           1,382,850             77,259
Casa Linda                   153,730           1,518,228             47,134
Rivermeade                   240,134           2,661,910            144,602
Laurel Woods                  96,242           1,301,860            151,534
Keysville                     30,000             793,750             90,771
Crosstown                    408,338           5,164,734            446,037
Riverside Apts.               89,250           1,329,102              8,966
Brookshire Apts.             114,500           1,602,613             22,440
Sandridge Apts.              144,000           1,476,180             12,575
Limestone Estates             79,224           1,318,259             16,738
Eagle's Bay                  175,735           1,752,762             25,197
Teton View                    50,218             972,662            767,393
Albany                        49,161             865,007             21,579
Burkesville                   44,697             838,328             30,748
Scotts Hill                   30,000             465,835              9,818
Sage                         196,207           1,616,554             89,302
Claremont                     23,500             505,789             55,099
Middleport                    18,000           1,132,502             17,350
Oakwood Apts.                 96,800             862,439             41,209
Morgantown                    15,000             940,191              4,592
Ashburn Housing               35,000           1,265,760                  0
Cuthbert Elderly              22,550           1,006,889            (1,144)
Sandhill Forest               28,091             544,545                926
Oakwood Grove                 44,712           1,191,986              4,024
Hastings Manor                18,000             839,600              6,776
Lakewood Apts.               207,700           2,754,382            127,676
Robinhood Apts.               50,500           1,752,851              9,660
Skyview Terrace               40,112           1,424,008             46,461
Mabank 1988                   57,200           1,210,248             89,071
Buena Vista                   11,390             804,816            (1,979)
Woodcroft                     82,500           1,402,798              5,641
Spring Creek                  33,330             575,656            (1,378)
Spring Creek                  20,000             589,739             27,914
Milton Elderly                50,000           1,292,395              3,813
Winder Apartments             73,500           1,692,510            (3,285)
Hunters Ridge                 48,275           1,370,214              2,327
Stone Arbor                   57,280           1,813,230              3,554
Greeneville                   47,258           1,434,138             48,835
Centralia II                  36,450             954,070           (14,292)
Poteau IV                     33,000             683,016                  0
Barling                       62,500           1,049,173             41,191
Booneville                    32,500           1,650,087                  0
Augusta                      101,300           2,280,419                  0
Meadows                      102,342           1,455,858             29,993
Kenly Housing                 25,000           1,588,636             71,234
Fairview South               103,909           1,218,102             22,177
River Road Apts.             138,000           1,340,045                  0
Middlefield                   70,700           1,250,957             12,417
Floresville                   75,524           1,050,346            185,032
Mathis Retirement             37,127           1,041,038              6,225
Sabinal Housing               18,000             752,263              9,852
Kingsland Housing             30,000             894,081            236,923
Crestwood Villa II            54,000           1,317,395                975
Poteau Prop. III              18,350             564,655                  0
Decatur Properties            24,300             945,516                  0
Broken Bow Prop II            70,000           1,887,868                  0
Turtle Creek II               45,000           1,513,446                  0
Pleasant Valley               65,227           1,342,952             52,533
Hartwell Elderly              49,800             771,529                  0
Pulaski Village               75,000           1,650,373             63,586
Southwood Apts.               46,189           1,153,440             13,998
                         -----------        ------------       ------------
                         $ 6,718,944        $103,953,119      $   3,781,581
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


Apartment Properties
                       Gross Amount At Which Carried At December 31, 1999
                                      --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Laynecrest                   324,659           1,537,774         1,862,433
Martindale                   251,096             931,175         1,182,271
La Villa Elena               128,000           1,801,648         1,929,648
Rio Abajo                     89,795           1,687,015         1,776,810
Fortville II                  25,000             785,389           810,389
Summitville                   30,000             849,994           879,994
Suncrest                     343,827           1,793,898         2,137,725
Brandywine III               105,508           1,201,655         1,307,163
Concord IV                   131,161           1,230,525         1,361,686
Dunbarton Oaks III           127,805           1,215,876         1,343,681
Federal Manor                147,692           1,311,934         1,459,626
Laurel Apts                  146,093           1,216,762         1,362,855
Mulberry Hill IV              58,371             679,371           737,742
Madison                       60,000           1,407,368         1,467,368
Hannah's Mill                 60,000           1,752,786         1,812,786
Longleaf Apts.                54,700           1,138,246         1,192,946
Sylacauga Garden              70,000           1,542,304         1,612,304
Monroe Family                110,000           1,678,673         1,788,673
Clayfed Apts.                 84,000             908,827           992,827
Westside Apts.               134,701           1,460,109         1,594,810
Casa Linda                   153,730           1,565,362         1,719,092
Rivermeade                   251,734           2,794,912         3,046,646
Laurel Woods                 106,742           1,442,894         1,549,636
Keysville                     34,534             879,987           914,521
Crosstown                    536,680           5,482,429         6,019,109
Riverside Apts.               93,089           1,334,229         1,427,318
Brookshire Apts.             114,750           1,624,803         1,739,553
Sandridge Apts.              144,000           1,488,755         1,632,755
Limestone Estates             79,224           1,334,997         1,414,221
Eagle's Bay                  181,070           1,772,624         1,953,694
Teton View                    87,187           1,703,086         1,790,273
Albany                        49,161             886,586           935,747
Burkesville                   44,697             869,076           913,773
Scotts Hill                   30,000             475,653           505,653
Sage                         196,207           1,705,856         1,902,063
Claremont                     29,041             555,347           584,388
Middleport                    18,000           1,149,852         1,167,852
Oakwood Apts.                 96,800             903,648         1,000,448
Morgantown                    15,000             944,783           959,783
Ashburn Housing               35,000           1,265,760         1,300,760
Cuthbert Elderly              22,550           1,005,745         1,028,295
Sandhill Forest               28,091             545,471           573,562
Oakwood Grove                 44,712           1,196,010         1,240,722
Hastings Manor                18,000             846,376           864,376
Lakewood Apts.               254,531           2,835,227         3,089,758
Robinhood Apts.               50,500           1,762,511         1,813,011
Skyview Terrace               40,112           1,470,469         1,510,581
Mabank 1988                   94,031           1,262,488         1,356,519
Buena Vista                   11,390             802,837           814,227
Woodcroft                     82,500           1,408,439         1,490,939
Spring Creek                  33,330             574,278           607,608
Spring Creek                  20,000             617,653           637,653
Milton Elderly                50,000           1,296,208         1,346,208
Winder Apartments             73,500           1,689,225         1,762,725
Hunters Ridge                 48,275           1,372,541         1,420,816
Stone Arbor                   57,280           1,816,784         1,874,064
Greeneville                   47,258           1,482,973         1,530,231
Centralia II                  36,450             939,778           976,228
Poteau IV                     33,000             683,016           716,016
Barling                       62,500           1,090,364         1,152,864
Booneville                    32,500           1,650,087         1,682,587
Augusta                      101,300           2,280,419         2,381,719
Meadows                      105,846           1,482,347         1,588,193
Kenly Housing                 25,000           1,659,870         1,684,870
Fairview South               111,841           1,232,347         1,344,188
River Road Apts.             138,000           1,340,045         1,478,045
Middlefield                   70,700           1,263,374         1,334,074
Floresville                   76,669           1,234,233         1,310,902
Mathis Retirement             37,127           1,047,263         1,084,390
Sabinal Housing               18,000             762,115           780,115
Kingsland Housing             30,000           1,131,004         1,161,004
Crestwood Villa II            54,000           1,318,370         1,372,370
Poteau Prop. III              18,350             564,655           583,005
Decatur Properties            24,300             945,516           969,816
Broken Bow Prop II            70,000           1,887,868         1,957,868
Turtle Creek II               45,000           1,513,446         1,558,446
Pleasant Valley               65,227           1,395,485         1,460,712
Hartwell Elderly              49,800             771,529           821,329
Pulaski Village               75,000           1,713,959         1,788,959
Southwood Apts.               46,189           1,167,438         1,213,627
                         -----------        ------------      ------------
                         $ 7,081,913        $107,371,731      $114,453,644
                         ===========        ============      ============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Laynecrest                                864,101        5.0  - 27.5
Martindale                                485,470        5.0  - 27.5
La Villa Elena                            510,180        5.0  - 40.0
Rio Abajo                                 466,429        5.0  - 40.0
Fortville II                              330,824        5.0  - 27.5
Summitville                               363,025        5.0  - 27.5
Suncrest                                  488,627        5.0  - 40.0
Brandywine III                            609,960        5.0  - 27.5
Concord IV                                645,012        5.0  - 27.5
Dunbarton Oaks III                        640,668        5.0  - 27.5
Federal Manor                             650,411        5.0  - 27.5
Laurel Apts                               660,483        5.0  - 27.5
Mulberry Hill IV                          335,109        5.0  - 27.5
Madison                                   479,808        5.0  - 33.0
Hannah's Mill                             662,524        5.0  - 30.0
Longleaf Apts.                            443,392        5.0  - 30.0
Sylacauga Garden                          714,888        5.0  - 27.5
Monroe Family                             663,214        5.0  - 27.5
Clayfed Apts.                             396,043        5.0  - 40.0
Westside Apts.                            600,352        5.0  - 40.0
Casa Linda                                422,645        5.0  - 40.0
Rivermeade                              1,197,943        5.0  - 27.5
Laurel Woods                              652,229        5.0  - 27.5
Keysville                                 396,695        5.0  - 27.5
Crosstown                               1,808,826        5.0  - 40.0
Riverside Apts.                           365,969        5.0  - 40.0
Brookshire Apts.                          576,540        5.0  - 30.0
Sandridge Apts.                           560,732        5.0  - 30.0
Limestone Estates                         616,698        5.0  - 27.5
Eagle's Bay                               434,117        5.0  - 50.0
Teton View                                596,736        5.0  - 27.5
Albany                                    315,443        5.0  - 40.0
Burkesville                               305,693        5.0  - 40.0
Scotts Hill                               149,272        5.0  - 40.0
Sage                                      421,337        5.0  - 40.0
Claremont                                 228,982        5.0  - 27.5
Middleport                                288,723        5.0  - 27.5
Oakwood Apts.                             304,922        5.0  - 40.0
Morgantown                                339,229        5.0  - 27.5
Ashburn Housing                           441,110        5.0  - 30.0
Cuthbert Elderly                          353,686        5.0  - 30.0
Sandhill Forest                           165,309        5.0  - 35.0
Oakwood Grove                             368,967        5.0  - 35.0
Hastings Manor                            232,568        5.0  - 40.0
Lakewood Apts.                          1,047,632        5.0  - 30.0
Robinhood Apts.                           643,893        5.0  - 50.0
Skyview Terrace                           591,439        5.0  - 50.0
Mabank 1988                               425,070        5.0  - 35.0
Buena Vista                               271,833        5.0  - 30.0
Woodcroft                                 328,589        5.0  - 50.0
Spring Creek                              195,444        5.0  - 40.0
Spring Creek                              180,724        5.0  - 30.0
Milton Elderly                            447,535        5.0  - 30.0
Winder Apartments                         600,694        5.0  - 50.0
Hunters Ridge                             333,015        5.0  - 50.0
Stone Arbor                               411,642        5.0  - 50.0
Greeneville                               579,047        5.0  - 27.5
Centralia II                              339,020        5.0  - 27.5
Poteau IV                                 272,193        5.0  - 25.0
Barling                                   457,201        5.0  - 25.0
Booneville                                704,092        5.0  - 25.0
Augusta                                   966,584        5.0  - 25.0
Meadows                                   605,091        5.0  - 27.5
Kenly Housing                             420,948        5.0  - 40.0
Fairview South                            575,658        5.0  - 25.0
River Road Apts.                          337,457        5.0  - 40.0
Middlefield                               392,200        5.0  - 27.5
Floresville                               344,376        5.0  - 50.0
Mathis Retirement                         221,863        5.0  - 50.0
Sabinal Housing                           164,288        5.0  - 50.0
Kingsland Housing                         229,286        5.0  - 50.0
Crestwood Villa II                        419,645        5.0  - 33.0
Poteau Prop. III                          234,831        5.0  - 25.0
Decatur Properties                        379,752        5.0  - 25.0
Broken Bow Prop II                        643,066        5.0  - 25.0
Turtle Creek II                           611,834        5.0  - 25.0
Pleasant Valley                           499,000        5.0  - 27.5
Hartwell Elderly                          268,973        5.0  - 27.5
Pulaski Village                           676,609        5.0  - 27.5
Southwood Apts.                           491,259        5.0  - 25.0
                                      -----------
                                      $38,866,674
                                      ===========


GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

Reconciliation of Land, Building & Improvements current year changes:

Balance at beginning of period -
December 31, 1998                                            $  114,234,777
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                           294,320
  Other                                              0
                                             ---------
                                                                    294,320
 Deductions during period:
  Cost of real estate sold                      75,453
  Other                                              0
                                             ---------
                                                                     75,453
                                                               ------------

Balance at end of period -
December 31, 1999
                                                              $ 114,453,644
                                                             ==============


Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                             $  34,872,322
  Adjustment to Prior Year
  Less Accumulated Depreciation of
real estate sold                                                   (75,453)
  Current year expense                                            4,069,805
                                                                -----------
Balance at end of period -
December 31, 1999                                             $  38,866,674
                                                                ===========



GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

                         #                                MONTHLY
                          OF                   INTEREST      DEBT      TERM
PARTNERSHIP              UNITS         BALANCE     RATE   SERVICE   (YEARS)
-----------              -----        -------- --------   -------   -------
Laynecrest                  48       1,461,812   10.63%    13,193        50
Martindale                  30         934,510    9.50%     7,591        50
La Villa Elena              54       1,470,278    9.00%    11,397        50
Rio Abajo                   42       1,391,865    9.50%    11,306        50
Fortville II                24         672,973    9.00%     5,214        50
Summitville                 24         734,117    9.00%     5,691        50
Suncrest                    40       1,471,953    9.00%    11,372        50
Brandywine III              32       1,087,455    9.00%     8,429        50
Concord IV                  32       1,083,925    9.50%     8,822        50
Dunbarton Oaks III          32       1,111,360    9.00%     8,270        50
Federal Manor               32       1,160,569    9.00%     8,994        50
Laurel Apts                 32       1,128,655    9.50%     9,191        50
Mulberry Hill IV            16         593,090    9.50%     4,822        50
Madison                     40       1,184,493    9.50%     9,604        50
Hannah's Mill               50       1,468,584    9.50%    11,920        50
Longleaf Apts.              36         967,305    9.50%     7,852        50
Sylacauga Garden            45       1,412,634    9.00%    10,941        50
Monroe Family               48       1,462,228    9.00%    11,294        50
Clayfed Apartments          32         985,418    9.75%     8,985        35
Westside Apts.              52       1,597,588    9.50%    15,673        35
Casa Linda                  41       1,376,247    9.50%    11,167        50
Rivermeade                  80       2,550,160    8.75%    19,753        50
Laurel Woods                40       1,275,220    9.00%     9,677        50
Keysville                   24         755,447    9.50%     6,137        50
Crosstown                  201       4,515,514    7.88%    36,182        30
Riverside Apts.             40       1,157,809    9.25%     8,204        50
Brookshire Apts.            46       1,391,537    8.75%    10,486        50
Sandridge Apts.             46       1,315,746    9.00%    10,071        50
Limestone Estates           25       1,151,612    9.00%     8,910        50
Eagle's Bay                 40       1,481,308    8.75%    11,153        50
Teton View                  40       1,429,955    8.25%    10,261        50
Albany                      24         734,655    9.00%     5,703        50
Burkesville                 24         736,551    9.50%     5,996        50
Scotts Hill                 12         408,552    8.75%     3,073        50
Sage                        44       1,473,978    8.75%    11,087        50
Claremont                   16         439,893    9.75%     3,750        50
Middleport                  25         949,574    8.75%     7,144        50
Oakwood Apts.               24         786,576    9.50%     6,379        50
Morgantown                  24         788,545    9.25%     6,226        50
Ashburn Housing             41       1,055,478    8.75%     7,935        50
Cuthbert Elderly            32         821,962    8.75%     6,189        50
Sandhill Forest             16         467,836    9.00%     3,615        50
Oakwood Grove               36       1,012,315    9.50%     8,215        50
Hastings Manor              24         700,157    9.00%     5,412        50
Lakewood Apts.              72       2,436,671    8.75%    18,332        50
Robinhood Apts.             48       1,467,212    9.75%    11,031        50
Skyview Terrace             48       1,334,678    8.50%     9,866        50
Mabank 1988                 42       1,112,307    8.75%     8,345        50
Buena Vista                 25         655,676    9.25%     5,187        50
Woodcroft                   32       1,154,809    9.00%     8,912        50
Spring Creek                18         491,023    9.00%     4,591        50
Spring Creek                24         533,500   11.50%     5,223        50
Milton Elderly              43       1,080,514    9.25%     8,547        50
Winder Apartments           48       1,422,488    8.75%    10,709        50
Hunters Ridge               40       1,169,095    9.00%     9,032        50
Stone Arbor                 40       1,486,820    9.25%    11,759        50
Greeneville                 40       1,202,325    9.25%     9,511        50
Centralia II                24         802,111    8.75%     6,031        50
Poteau IV                   32         593,313    9.00%     4,777        50
Barling                     48         916,984    9.00%     7,382        50
Booneville                  50       1,370,164    8.25%    10,250        50
Augusta                     66       1,923,862    8.75%    14,465        50
Meadows                     40       1,330,601    8.75%    10,010        50
Kenly Housing               48       1,334,873    8.75%    11,366        50
Fairview South              44       1,065,485    9.50%     8,648        50
River Road Apts.            43       1,136,561    8.75%     9,625        33
Middlefield                 36       1,086,067    9.25%     8,579        50
Floresville                 40       1,039,380    9.50%     8,466        50
Mathis Retirement           36         873,274    9.50%     7,082        50
Sabinal Housing             24         605,410    9.00%     4,674        50
Kingsland Housing           34         847,600    9.00%     6,554        50
Crestwood Villa II          36       1,089,236    9.00%     8,620        50
Poteau Prop. III            19         463,037    9.00%     3,569        50
Decatur Properties          24         774,321    8.75%     5,801        50
Broken Bow Prop II          46       1,482,455    8.75%    11,110        50
Turtle Creek II             42       1,243,209    9.00%     9,818        50
Pleasant Valley             32       1,149,553    8.75%     8,646        50
Hartwell Elderly            24         671,237    8.75%     5,045        50
Pulaski Village             44       1,387,645    9.25%    10,978        50
Southwood Apts.             40         953,164    8.75%     7,175        50
                                  ------------
                                  $ 91,844,099
                                  ============


                           SIGNATURES


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


                           GATEWAY TAX CREDIT FUND, LTD.
                           (A Florida Limited Partnership)
                           By:  Raymond James Tax Credit Funds, Inc.
                           Raymond James Tax Credit Funds, Inc.


Date: July 12, 2000        By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President


Date: July 12, 2000        By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer

                           SIGNATURES


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


                                GATEWAY TAX CREDIT FUND, LTD.
                                (A Florida Limited Partnership)
                                By:  Raymond James Tax Credit Funds, Inc.
                                Managing General Partner

Date: July 12, 2000             By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President

Date: July 12, 2000             By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer


Date: July 12, 2000             By:/s/ J. Davenport Mosby III
                                J. Davenport Mosby III
                                Sr. Vice President
                                and Director