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, 1998                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 (813) 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, 1998

Limited Partnership Interest                 2,055
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, 1997 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
Divernon, Limited Partnership ("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, 1998 were from
the maturity of Treasury Notes for $375,000, interest income of $19,151
earned on cash and cash equivalents, and $99,301 in distributions received
from Project Partnerships.  As of March 31, 1998 Gateway had $545,367 of
Cash and Cash Equivalents and $2,166,945 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, 1998 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 11.7% 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, 1997:
<PAGE>
Item 2 - Properties (continued):

                    LOCATION OF          # OF     DATE    PROPERTY
PARTNERSHIP          PROPERTY            UNITS  ACQUIRED    COST     OCCUP.
-----------        -----------           -----    --------  --------  ----
Laynecrest         Medway, OH              48     6/88   $1,862,220   100%
Martindale         Union, OH               30     6/88    1,182,145   100%
La Villa Elena     Bernalillo, NM          54     8/88    1,879,086    93%
Rio Abajo          Truth/Conseqnces, NM    42     9/88    1,745,823    98%
Fortville II       Fortville, IN           24    11/88      809,473   100%
Summitville        Summitville, IN         24    11/88      879,994    92%
Suncrest           Yanceyville, NC         40    12/88    2,133,069    95%
Brandywine III     Millsboro, DE           32    12/88    1,301,395   100%
Concord IV         Perryville, MD          32    12/88    1,357,067    94%
Dunbarton Oaks III Georgetown, DE          32    12/88    1,340,481    94%
Federal Manor      Federalsburg, MD        32    12/88    1,451,129   100%
Laurel Apts        Laurel, DE              32    12/88    1,358,257    97%
Mulberry Hill IV   Easton, MD              16    12/88      737,742   100%
Madison            Madison, OH             40    12/88    1,443,976    98%
Hannah's Mill      Thomaston, GA           50    12/88    1,812,786    94%
Longleaf Apts.     Cairo, GA               36    12/88    1,192,947   100%
Sylacauga Garden   Sylacauga, AL           45    12/88    1,607,002   100%
Monroe Family      Monroe, GA              48    12/88    1,788,673    92%
Clayfed Apartments Denver, CO              32    12/88      982,346   100%
Westside Apts.     Denver, CO              52    12/88    1,573,958   100%
Casa Linda         Silver City, NM         41     3/89    1,685,353   100%
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    5,975,378   100%
Riverside Apts.    Demopolis, AL           40     5/89    1,425,473   100%
Brookshire Apts.   McDonough, GA           46     6/89    1,723,393    98%
Sandridge Apts.    Fernandina Beach, FL    46     6/89    1,632,755   100%
Limestone Estates  Limestone, ME           25     6/89    1,414,221    92%
Eagle's Bay        Beaufort, NC            40     6/89    1,953,694   100%
Teton View         Rigby, ID               40     6/89    1,790,273    96%
Albany             Albany, KY              24     7/89      934,862    96%
Burkesville        Burkesville, KY         24     7/89      913,773    92%
Scotts Hill        Scotts Hill, TN         12     7/89      501,138   100%
Sage               Gallup, NM              44     7/89    1,874,702    98%
Claremont          Cascade, ID             16     8/89      571,525    81%
Middleport         Middleport, NY          25     9/89    1,167,852   100%
Oakwood Apts.      Columbus, NE            24     9/89      968,931    96%
Morgantown         Morgantown, IN          24     9/89      959,783   100%
Ashburn Housing    Ashburn, GA             41     9/89    1,300,760   100%
Cuthbert Elderly   Cuthbert, GA            32     9/89    1,028,295    91%
Sandhill Forest    Melrose, FL             16     9/89      572,849   100%
Oakwood Grove      Crescent City, FL       36     9/89    1,237,886    86%
Hastings Manor     Hastings, FL            24     9/89      864,376    83%
Lakewood Apts.     Norfolk, NE             72     9/89    3,000,894    93%
Robinhood Apts.    Springfield, TN         48     9/89    1,807,982   100%
Skyview Terrace    Springfield, TN         48     9/89    1,504,789    94%
Mabank 1988        Mabank, TX              42     9/89    1,351,084   100%
Buena Vista        Buena Vista, GA         25     9/89      815,627   100%
Woodcroft          Elizabethtown, NC       32     9/89    1,489,965   100%
Spring Creek       Quitman, GA             18    10/89      607,608    71%
Spring Creek       Cherokee, AL            24    11/89      637,653   100%
Milton Elderly     Milton, FL              43    11/89    1,342,395    98%
Winder Apartments  Winder, GA              48    11/89    1,766,010    96%
Hunters Ridge      Killen, AL              40    12/89    1,420,816    93%
Stone Arbor        Madison, NC             40    12/89    1,874,064    98%
Greeneville        Greeneville, TN         40    12/89    1,526,564    98%
Centralia II       Centralia, IL           24    12/89      996,364    92%
Poteau IV          Poteau, OK              32    12/89      716,016    91%
Barling            Barling, AR             48    12/89    1,152,864    98%
Booneville         Booneville, AR          50    12/89    1,682,587    96%
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    1,670,110   100%
Fairview South     Athens, TX              44     2/90    1,330,252   100%
River Road Apts.   Waggaman, LA            43     2/90    1,478,045   100%
Middlefield        Middlefield, OH         36     3/90    1,331,599   100%
Floresville        Floresvile, TX          40     3/90    1,310,902    95%
Mathis Retirement  Mathis, TX              36     3/90    1,084,390   100%
Sabinal Housing    Sabinal, TX             24     3/90      779,515    96%
Kingsland Housing  Kingsland, TX           34     3/90    1,161,004    96%
Crestwood Villa II Crestline, OH           36     3/90    1,371,933    97%
Poteau Prop. III   Poteau, OK              19     4/90      583,005   100%
Decatur Properties Decatur, AR             24     4/90      969,816    75%
Broken Bow Prop II Broken Bow, OK          46     4/90    1,957,868    96%
Turtle Creek II    Grove, OK               42     4/90    1,558,446   100%
Pleasant Valley    Grangeville, ID         32     4/90    1,447,311   100%
Hartwell Elderly   Hartwell, GA            24     4/90      821,329   100%
Pulaski Village    Pulaski, VA             44     7/90    1,785,958   100%
Southwood Apts.    Jacksonville, TX        40     7/90    1,208,419    90%
                                        -----          ------------   
                                        3,098          $113,960,740
                                        =====          ============

The average effective rental per unit is $3,499 per year ($292 per month).

The average effective occupancy rate at December 31, 1997 was 97.0%
<PAGE>
Item 2 - Properties (continued):

A  summary of the cost of the properties, excluding Sparta and Divernon, as
of December 31, 1997, 1996 and 1995 is as follows:



                              12/31/97         12/31/96         12/31/95
                              --------         --------         --------
Land                           $  5,095,980    $  5,110,980    $  5,142,980
Land Improvements                 1,152,320       1,610,178       1,809,982
Buildings                       103,525,758     102,790,145     103,331,434
Furniture and Fixtures            4,186,682       4,539,031       4,499,828
                               ------------    ------------    ------------
                                                                           
Properties, at Cost             113,960,740     114,050,334     114,784,224
Less: Accum.Depreciation         31,367,608      27,941,689      24,594,181
                               ------------    ------------    ------------
Properties, Net                $ 82,593,132    $ 86,108,645    $ 90,190,043
                               ============    ============    ============
                                                           

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, 1997, no matters were submitted to a vote of security
holders, through the solicitation of proxies or otherwise.
<PAGE>

                            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, 1998

Limited Partnership Interest                    2,055
General Partner Interest                           2
<PAGE>
Item 6.  Selected Financial Data

                 1998        1997        1996       1995         1994
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $  424,025  $  249,627   $  227,632  $  229,530   $  264,345

Net Loss       (1,268,394) (1,766,212)  (1,507,296) (2,441,636)  (2,366,043)

Equity in                                                        
Losses of                                                        
Project                                                          
Partnerships     (905,818) (1,365,627)  (1,135,565) (2,088,642)  (1,972,346)
Total Assets    7,472,382   8,092,005    8,839,600  10,142,829   12,334,922

Investments                                                      
In Project                                                       
Partnerships    3,682,742   4,562,124    5,935,650   7,195,516    9,378,713

Per Limited                                                      
Partnership                                                      
Unit: (A)                                                        
                                                                 
Tax Credits        148.90      148.70       148.30      148.20       148.00
Portfolio                                                        
   Income           18.30       17.30        17.10       15.90        15.50
Passive Loss      (133.00)    (135.00)     (127.80)    (126.00)     (129.50)
                                                
Net Loss           (49.12)     (68.39)      (58.37)     (94.55)      (91.62)
                                                                 

   (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.

<PAGE>
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, 1998, 1997 and 1996.  Total
expense for the year ended March 31, 1997 increased to $651,606 as compared
to $599,363 for the year ended March 31, 1996 primarily as a result of
combining three months of operating expenses of Sparta.  Total expense for
the year ended March 31, 1998 increased to $791,121 primarily as a result
of combining a full year of operating expenses of Sparta and three months
of operating expenses of Divernon.

  Equity in Losses of Project Partnerships for the year ended March 31,
1998 decreased from $1,365,627 for the year ended March 31, 1997 to
$905,818 as a result of not including losses of $1,540,871, as these losses
would reduce the investment in certain Project Partnerships below zero.
The Equity in Losses of Project Partnerships increased from $1,135,565 for
the year ended March 31, 1996 to $1,365,627 for the year ended March 31,
1997 as Gateway recognized prior suspended losses relating to the Combined
Entity.  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, 1997, December 31, 1996, and December 31, 1995, the Project
Partnerships reported depreciation and amortization expense of $3,317,626,
$3,685,935, and $3,316,673, 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.  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 and an additional $11,500 in 1997
to pay delinquent real estate taxes and to complete various maintenance
requirements and RHS reduced the loan payments for a 24 month period
beginning October 1996.  Based on current occupancy, the property is
projected to require additional loans from Gateway of approximately $10,000
per year until additional rental assistance becomes available.

 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.

  There were no cash distributions paid in the fiscal years ended March 31,
1996, 1997, and 1998 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, 1998, Gateway had
$545,367 of short term investments (Cash and Cash Equivalents).  It also
had $2,166,945 in Zero Coupon Treasuries with maturities providing $397,000
in fiscal year 1999 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, 1998, Gateway received $100,935 in cash
distributions from the Project Partnerships and it received $375,000 from
the matured Zero Coupon Treasuries.  The General and Administrative
operating costs were $80,681 and the Asset Management Fee actually paid was
$307,495.


Item 8.  Financial Statements and Supplementary Data
<PAGE>
                  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, 1998  and
1997  and the related combined statements of operations, partners'  equity,
and  cash  flows for each of the three years in the period ended March  31,
1998.   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,  1998, the investments in which are  recorded  using  the
equity  method  of  accounting.   The  investments  in  these  partnerships
represent  47% and 52% of the Partnership's total assets as  of  March  31,
1998  and 1997, and the equity in their losses represents 79%, 88% and  73%
of  the  equity in losses of the Project Partnerships for the  years  ended
March 31, 1998, 1997 and 1996.  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, 1998 and 1997 and the results of its operations  and  its
cash  flows for each of the three years in the period ended March 31, 1998,
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.


                   /s/ Spence Marston, Bunch, Morris & Co.
                       SPENCE, MARSTON, BUNCH, MORRIS & CO.
                          CERTIFIED PUBLIC ACCOUNTANTS
Clearwater, Florida
July 2, 1998
<PAGE>
PART I - Financial Information
  Item 1.  Financial Statements
                 GATEWAY TAX CREDIT FUND, LTD.
                (A Florida Limited Partnership)
                    COMBINED BALANCE SHEETS

                                                1998             1997
                                                ----             ----
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                     $   545,367      $   445,969
 Accounts Receivable                                 4,553            1,426
 Investments in Securities                         374,098          353,436
 Prepaid Insurance                                      74              358
 Tenant Security Deposits                            7,014            3,216
                                              ------------     ------------
  Total Current Assets                             931,106          804,405
                                                                           
 Investments in Securities                       1,792,847        1,995,589
 Investments in Project Partnerships, Net        3,682,742        4,562,124
 Replacement Reserves                               24,551           15,205
 Rental Property at Cost, Net                    1,041,136          714,682
                                              ------------     ------------
    Total Assets                              $  7,472,382     $  8,092,005
                                              ============     ============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                   $   344,550      $   335,155
 Accounts Payable                                      500                0
 Accrued Real Estate Taxes                          22,572           17,642
 Tenant Security Deposits                            5,700            2,980
 Accrued Management Fees                            21,900            5,177
                                             -------------    -------------
  Total Current Liabilities                        395,222          360,954
                                             -------------    -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                     2,292,674        2,100,459
 Mortgage Notes Payable                          1,233,087          822,897
                                             -------------    -------------
  Total Long Term Liabilities                    3,525,761        2,923,356
                                             -------------    -------------
Minority   Interest  in   Local   Limited                                  
Partnerships                                       (15,442)         (27,540)
                                              ------------     ------------
                                                                           
Partners' Equity:                                                          
 Limited Partners (25,566 units                                            
outstanding at March 31, 1998 and 1997           3,755,162        5,010,872
 General Partners                                 (188,321)        (175,637)
                                              ------------     ------------
  Total Partners' Equity                         3,566,841        4,835,235
                                              ------------     ------------
    Total Liabilities and Partners'                                        
Equity                                         $ 7,472,382      $ 8,092,005
                                              ============     ============
                                                                           
              See accompanying notes to financial statements.
<PAGE>
                 GATEWAY TAX CREDIT FUND, LTD.
                (A Florida Limited Partnership)

               COMBINED STATEMENTS OF OPERATIONS
                  FOR THE YEAR ENDED MARCH 31,

                                       1998         1997          1996
                                       ----         ----          ----
Revenues:                                                                  
 Rental                              $   66,986    $   14,111    $        0
 Interest Subsidy                        64,337        14,499             0
 Interest Income                        212,496       220,055       227,632
 Miscellaneous                           80,206           962             0
                                      ---------     ---------     ---------
  Total Revenues                        424,025       249,627       227,632
                                                                           
Expenses:                                                                  
 Asset Management Fee-General                                              
Partner                                 499,712       502,017       502,333
 General and Administrative:                                               
  General Partner                        30,235        25,316        25,447
  Other                                  50,446        55,607        50,476
 Rental Operating Expenses               74,898        14,708             0
 Interest                                75,713        16,226             0
 Depreciation                            38,887         7,592             0
 Amortization                            21,231        30,140        21,107
                                      ---------     ---------     ---------
  Total Expenses                        791,122       651,606       599,363
                                                                           
Loss Before Equity in Losses of                                            
Project Partnerships                   (367,097)     (401,979)     (371,731)
Equity in Losses of Project                                                
 Partnerships                          (905,818)   (1,365,627)   (1,135,565)
Minority Interest in Loss of                                               
Combined Project Partnerships             4,521         1,394             0
                                    -----------   -----------   -----------
Net Loss                            $(1,268,394)  $(1,766,212)  $(1,507,296)
                                   ============  ============  ============
Allocation of Net Loss:                                                    
 Limited Partners                   $(1,255,710)  $(1,748,550)  $(1,492,223)
 General Partners                       (12,684)      (17,662)      (15,073)
                                   ------------  ------------  ------------
                                    $(1,268,394)  $(1,766,212)  $(1,507,296)
                                   ============  ============  ============
Net Loss Per Number of Limited                                             
Partnership Units                   $    (49.12)  $    (68.39)  $    (58.37)
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

       FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:

                                Limited         General            
                                Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1995      $  8,251,645     $ (142,902)    $  8,108,743
                                                                           
Net Loss                         (1,492,223)       (15,073)      (1,507,296)
                              -------------     -----------   -------------
                                                                           
Balance at March 31, 1996         6,759,422       (157,975)       6,601,447
                                                                           
Net Loss                         (1,748,550)       (17,662)      (1,766,212)
                              -------------     -----------   -------------
                                                                           
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
                              =============     ===========   =============
                                                                           

            See accompanying notes to financial statements.
<PAGE>

                 GATEWAY TAX CREDIT FUND, LTD.
                (A Florida Limited Partnership)
                COMBINED STATEMENTS OF CASH FLOWS
       FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996:

                                       1998          1997         1996
                                       ----          ----         ----
Cash Flows from Operating                                                 
Activities:                                                               
  Net Loss                         $(1,268,394)   $(1,766,212) $(1,507,296)
  Adjustments to Reconcile Net                                           
Loss to Net Cash Provided by                                              
(Used in) Operating Activities:                                           
   Amortization                         21,231         30,140       21,107
   Depreciation                         38,887          7,592            0
   Distributions Included in Other                               
     Income                            (77,152)             0            0
   Accreted Interest Income on                                     
     Investments in Securities        (192,920)      (205,617)    (215,038)
   Equity in Losses of Project                                  
     Partnerships                      905,818      1,365,627    1,135,565
   Minority Interest in Losses of                              
    Combined Project Partnerships       (4,521)        (1,394)           0
   Interest Income from                                           
    Redemption of Securities           161,703        135,745      110,537
   Changes in Operating Assets                                    
    and Liabilities:                                                          
    Increase in Accrued Management                                       
      Fees                               6,450              0            0
    (Increase) Decrease in                                         
    Accounts Receivable                   (894)        10,289            0
    Decrease in Prepaid Insurance        1,091          1,083            0
    Increase (Decrease) in                                        
      Accounts Payable                     500         (9,897)           0
    Increase (Decrease) in                                           
      Replacement Reserves              12,458        (10,729)           0
    Decrease in Security Deposits       (1,070)          (220)           0
    (Increase) Decrease in Accrued                               
      Real Estate Taxes                    610         (2,358)           0
    Increase in Payable to                                      
      General Partners                 201,613        197,461      204,067
                                    -----------  ------------ ------------
     Net Cash Used in Operating    
     Activities                       (194,590)      (248,490)    (251,058)
                                    -----------  ------------ ------------
                                                              
Cash Flows from Investing                                  
Activities:                                                 
  Distributions Received from                                             
   Project Partnerships                100,935         87,273      103,193
  Redemption of Investment in                                             
   Securities                          213,297        221,255      227,463
  Purchase of Equipment                (17,254)             0            0
                                    ----------    -----------  -----------
     Net Cash Provided by (Used                                   
     in) Investing Activities          296,978        308,528      330,656
                                    -----------   -----------  -----------
Cash Flows from Financing                                                 
Activities:                                                    
  Principal Payment on Debt               (948)         (329)            0
  Proceeds from Loan                         0         5,178             0
  Repayments to Affiliates              (2,237)      (22,534)            0
                                    ----------    -----------  -----------
     Net Cash Used in Financing                                          
     Activities                         (3,185)      (17,685)            0
                                    -----------   -----------  -----------
Increase (Decrease) in Cash and                                           
Cash Equivalents                        99,203        42,353       79,598
Cash and Cash Equivalents at                                 
Beginning of Year                      446,164       403,616      323,944
                                    -----------   -----------  -----------
Cash   and  Cash  Equivalents   at                                        
End of Year                          $ 545,367    $  445,969   $  403,542
                                    ===========   ===========  ===========

Supplemental Cash Flow Information:
                                                                          
Interest Paid                        $  20,303    $    6,906    $       0
                                    ===========   ===========   ==========
                                                                          
                                     
              See accompanying notes to financial statements.
<PAGE>
                           GATEWAY TAX CREDIT FUND, LTD.
                          (A Florida Limited Partnership)

                       NOTES TO COMBINED FINANCIAL STATEMENTS

                           March 31, 1998, 1997 AND 1996

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 period from October
1, 1996 through December 31, 1996 and the year ended December 31, 1997 for
Sparta and for the period from October 1, 1997 through December 31, 1997
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
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 and provides for
depreciation 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.

  Reclassifications

  For comparability, the 1997 and 1996 figures have been reclassified,
where appropriate, to conform with the financial statement presentation
used in 1998.


NOTE 3 - INVESTMENT IN SECURITIES:

  The March 31, 1998 Balance Sheet includes Investments in Securities equal
to $2,166,945 ($374,098 and $1,792,847).  These investments consist of U.
S. Treasury Security Strips at their cost, plus accreted interest income of
$964,792.  The estimated market value at March 31, 1998 of these debt
securities is $2,354,792 resulting in a gross unrealized gain of $187,847.

 As of March 31, 1998, the cost and accreted interest by contractual
maturities is as follows:

   Due within 1 year                              $  374,466
   After 1 year through 5 years                    1,384,458
   After 5 years through 10 years                    408,021
                                                  ----------
   Total Amount Carried on Balance Sheet          $2,166,945
                                                  ==========

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, 1998, 1997 and 1996 were
$499,712, $502,017 and $502,333, 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, 1998, 1997 and 1996 were $30,235, $25,316 and $25,447, respectively.

NOTE 5 - RENTAL PROPERTY

 A summary of the rental property is as follows at December 31, 1997:
                                                Accumulated       Book
                                     Cost       Depreciation      Value
                                    ------      ------------      -----
Land                                $   47,000     $       0     $   47,000
Buildings                            1,404,809       424,014        980,795
Furniture and Appliances                45,606        32,265         13,341
                                     ---------     ---------      ---------
Net Book Value                      $1,497,415     $ 456,279     $1,041,136
                                     =========     =========      =========
                                                                           
 A summary of the rental property is as follows at December 31, 1996:
                                                Accumulated       Book
                                     Cost       Depreciation      Value
                                    ------      ------------      -----
Land                                 $  32,000     $       0     $   32,000
Buildings                              932,287       250,002        682,285
Furniture and Appliances                18,608        18,211            397
                                     ---------     ---------      ---------
Net Book Value                       $ 982,895     $ 268,213     $  714,682
                                     =========     =========      =========
                                                                           

NOTE 6 - MORTGAGE NOTE PAYABLE

  The mortgage note payable for Sparta is the balance due on the note dated
May 10, 1989 in the amount of $829,545.  The loan is at a stated interest
rate of 9.5% for a period of 50 years, the loan also contains a provision
for an interest subsidy which reduces the effective interest rate to 2.4%.
At December 31, 1996 the development was in financial trouble and RHS
("Rural Housing Services") had adjusted loan payments to $700 per month for
24 months beginning October 1, 1996 through September 30, 1998.  These
payments are expected to pay the interest due during this period and no
reduction to principal will occur.  If the development is in compliance
with the terms of the subsidy agreement the monthly payments are expected
to be $1,760 beginning October 1, 1998.

  Expected maturities of the mortgage note payable are as follows:

  Year Ending        Amount
  -----------        ------
  12/31/98         $    342
  12/31/99            1,391
  12/31/00            1,424
  12/31/01            1,459
  12/31/02            1,494
  Thereafter        816,787
                -----------
  Total            $822,897
                ===========

  The mortgage note payable for Divernon is the balance due on the note
dated 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 2.4%.  At December 31, 1997 the development was in compliance with the
terms of the subsidy agreement and is receiving the reduced rate which
makes the monthly payment $883.
  Expected maturities of the mortgage note payable are as follows:

  Year Ending        Amount
  -----------        ------
  12/31/98         $    967
  12/31/99              990
  12/31/00            1,013
  12/31/01            1,037
  12/31/02            1,062
  Thereafter        405,121
                -----------
  Total            $410,190
                ===========
<PAGE>
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:
                                   1998           1997            1996
                                   ----           ----            ----
Net Loss per Financial                                                     
Statements                      $(1,268,394)   $(1,766,212)    $(1,507,296)
                                                                           
Equity in Losses of Project                                                
Partnerships for tax purposes                                              
in excess of losses for                                                    
financial statement purposes       (293,716)      (417,417)       (919,755)
                                                                           
Losses suspended for                                                       
financial reporting purposes     (1,540,871)    (1,081,456)       (660,883)
                                                                           
Adjustments to convert March                                               
31, fiscal year end to                                                     
December 31, taxable year end       (78,739)        21,703          37,073
                                                                          
Items Expensed for Financial                                               
Statement purposes not                                                     
expensed for Tax purposes:                                                 
  Asset Management Fee               191,863       196,393         208,040
  Amortization Expense                25,774        11,468         (13,070)
                                ------------   ------------    ------------
                                                                           
Partnership loss for tax                                                   
purposes as of December 31       $(2,964,083)  $(3,035,521)    $(2,855,891)
                                ============   ============    ============
                                                                    
                               December 31,   December 31,    December 31,
                                   1997           1996            1995
                               ------------   ------------    -----------
Federal Low Income Housing                                                 
Tax Credits                      $ 3,847,765    $ 3,842,287     $ 3,830,702
                                 ===========   ============     ===========

The  Partnership's  Investment  in Project  Partnerships  is  approximately
$8,403,000  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, 1998, 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, 1998:

                                             MARCH 31, 1998 MARCH 31, 1997
                                             -------------- --------------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships     $ 17,982,007    $ 18,061,129
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                               (15,498,298)    (14,741,418)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                              (519,435)       (497,286)
                                              -------------   -------------
Investment in Project Partnerships before                                  
Adjustments                                      1,964,274       2,822,425
                                                                           
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                                 (536,247)       (515,016)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships           $  3,682,742    $  4,562,124
                                              =============   =============
                                                                           

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $4,362,697 for the period ended March 31, 1998 and cumulative suspended
losses of $2,821,826 for the year ended March 31, 1997 are not included.

The  Partnership's  equity  as  reflected by the  Project  Partnerships  of
($2,619,695)  differs  from  the  Partnership's  Investments   in   Project
Partnerships  before  acquisition fees and  expenses  and  amortization  of
$1,964,274 primarily   because of suspended losses  on  the  Partnership's
books.
<PAGE>
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:
                                       1997         1996          1995
                                       ----         ----          ----
SUMMARIZED BALANCE SHEETS                                                  
Assets:                                                                    
  Current assets                    $ 8,785,648   $ 8,640,544   $ 8,116,228
  Investment properties, net         82,593,132    86,108,645    90,190,043
  Other assets                          231,981       270,537       313,200
                                   ------------  ------------  ------------
    Total assets                    $91,610,761   $95,019,726   $98,619,471
                                   ============  ============  ============
Liabilities and Partners' Equity:                                          
  Current liabilities               $ 2,826,740   $ 2,879,571   $ 2,902,474
  Long-term debt                     92,538,821    93,255,821    94,360,342
                                   ------------  ------------  ------------
    Total liabilities                95,365,561    96,135,392    97,262,816
                                   ------------  ------------  ------------
Partners' equity                                                           
  Gateway                            (2,619,695)     (101,396)    2,339,568
  General Partners                   (1,135,105)   (1,014,270)     (982,913)
                                   ------------  ------------  ------------
    Total Partners' equity           (3,754,800)   (1,115,666)    1,356,655
                                   ------------  ------------  ------------
    Total liabilities and                                                  
partners' equity                    $91,610,761   $95,019,726   $98,619,471
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF                                                   
OPERATIONS                                                                 
Rental and other income             $16,674,859   $16,964,448   $16,868,404
Expenses:                          ------------  ------------  ------------
  Operating expenses                  7,582,952     7,365,924     6,968,042
  Interest expense                    7,946,394     8,388,303     8,471,083
  Depreciation and amortization       3,617,626     3,685,935     3,316,673
                                   ------------  ------------  ------------
    Total expenses                   19,146,972    19,440,161    18,755,798
                                   ------------  ------------  ------------
      Net loss                     $ (2,472,113)  $(2,475,713)  $(1,887,394)
                                   ============  ============  ============
                                                                           
Other partners' share of net loss  $    (25,424)  $   (28,630)  $   (90,946)
                                   ============  ============  ============
Partnerships' share of net loss    $ (2,446,689)  $(2,447,083)  $(1,796,448)
Suspended losses                      1,540,871     1,081,456       660,883
                                   ------------  ------------  ------------
Equity in Losses of Project                                                
Partnerships                       $   (905,818)  $(1,365,627)  $(1,135,565)
                                   ============  ============  ============
                                                                           

As  of  December  31,  1997  and  1996,  the  largest  Project  Partnership
constituted  6.6% and 7.4% of the combined total assets and combined  total
revenues.
<PAGE>
Schoonover Boyer Gettman & Assoc.
110 Northwoods Blvd. Suite 200
Worthington, OH 43235
PHONE:  614-888-8000
FAX:  614-888-8634

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

We  have  audited  the  accompanying balance sheets  of  Crosstown  Seniors
Limited  Dividend  Housing  Association  Limited  Partnership  (A  Michigan
limited  partnership), as of December 31, 1997 and 1996,  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  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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,
1997 and 1996, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.


/s/ Schoonover Boyer Gettman & Assoc.
Certified Public Accountants

January 23, 1998
<PAGE>
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, CO

We  have audited the accompanying balance sheet of Clayfed Apartments,  HUD
Project  No. C099-K094-007 (A Colorado Limited Partnership), as of December
31,  1997,  and  the  related statements of profit  and  loss,  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 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 Clayfed Apartments, HUD
Project  No.  C099-K094-007, at December 31, 1997 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  16,  1998  on our  consideration  of  the  Clayfed
Apartments internal control structure, a report dated February 16, 1998  on
its  compliance with laws and regulations, a report dated February 16, 1998
on  its  compliance  with major HUD program requirements,  a  report  dated
February  16, 1998 on its compliance with nonmajor HUD program requirements
and  a  report  dated February 16, 1998 on its compliance with  Affirmative
Fair Housing requirements.

The  accompanying supplementary information on pages 11 to 19 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 16, 1998
<PAGE>

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, 1997 and the related statements of profit and loss, 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  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 Westside  Apartments,
Ltd.,  HUD Project No. C099-K001-004, at December 31, 1997  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  18,  1998 on our  consideration  of  the  Westside
Apartments internal control structure, a report dated February 18, 1998  on
its  compliance with laws and regulations, a report dated February 18, 1998
on  its  compliance  with major HUD program requirements,  a  report  dated
February  18, 1998 on its compliance with nonmajor HUD program requirements
and  a  report  dated February 18, 1998 on its compliance with  Affirmative
Fair Housing requirements.

The  accompanying supplementary information on pages 11 to 19 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 18, 1998
<PAGE>

Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Madison, Ltd.
(A Limited Partnership)
DBA Madison Woods Apartments
Hudson, OH

We have audited the accompanying balance sheets of Madison, Ltd. (A Limited
Partnership), DBA Madison Woods Apartments, FmHA Case No. 41-093-341595553,
as  of  December 31, 1997 and 1996, and the related statements  of  income,
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 and the Audit Program 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.  (A
Limited  Partnership) DBA Madison Woods Apartments, FmHA Case  No.  41-093-
341595553,  at  December  31,  1997  and  1996,  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.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
093-341595553.   Such information has been subjected to the  same  auditing
procedures  applied in the audits 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.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  4,  1998  on our consideration  of  Madison,  Ltd.
internal  control  structure and a report dated February  4,  1998  on  its
compliance  with  specific  requirements applicable  to  Rural  Development
Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus,  Ohio

February 4, 1998
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Middlefield, Limited
(A Limited Partnership)
DBA Lakeview Village II
Hudson, OH

We  have audited the accompanying balance sheets of Middlefield, Limited (A
Limited  Partnership),  DBA  Lakeview Village II,  FmHA  Case  No.  41-028-
341618469, as of December 31, 1997 and 1996, and the related statements  of
income, 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 Middlefield, Limited.
(A  Limited  Partnership) DBA Lakeview Village II, FmHA  Case  No.  41-028-
341618469,  at  December  31,  1997  and  1996,  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.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
028-341618469.   Such information has been subjected to the  same  auditing
procedures  applied in the audits 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.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  4,  1998  on  our  consideration  of  Middlefield,
Limited's internal control structure and a report dated February 4, 1998 on
its  compliance with specific requirements applicable to Rural  Development
Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus,  Ohio

February 4, 1998
<PAGE>
Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

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

We  have audited the accompanying balance sheets of Ashburn Housing,  Ltd.,
L.P.  (A  Limited Partnership), Federal ID No.: 58-1830643, as of  December
31,  1997 and 1996, 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  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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.,
L.P.  (A  Limited Partnership) as of December 31, 1997 and  1996,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 21, 1998 on our consideration  of  Ashburn  Housing,
Ltd.'s  internal control structure and a report dated January 21,  1998  on
its compliance with laws and regulations.


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

January 21, 1998
<PAGE>
Henderson, Godbee & Nichols, 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.
(A Limited Partnership)
Valdosta, GA

We  have  audited the accompanying balance sheets of Buena  Vista  Housing,
Ltd.  L.P.  (A  Limited  Partnership), Federal ID No.:  58-1830642,  as  of
December 31, 1997 and 1996, and the related statements of income, partners'
(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  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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, 1997 and 1996, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 21, 1998 on our consideration  of  the  Buena  Vista
Housing  Ltd.'s internal control structure and a report dated  January  21,
1998 on its compliance with laws and regulations.


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

January 21, 1998
<PAGE>
Henderson, Godbee & Nichols, 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, GA

We  have  audited  the  accompanying balance  sheets  of  Cuthbert  Elderly
Housing,  Ltd. (A Limited Partnership), Federal ID No.: 58-1830589,  as  of
December 31, 1997 and 1996, and the related statements of income, partners'
equity  and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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, 1997 and 1996, and the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 21, 1998 on our consideration of the Cuthbert Elderly
Housing  Ltd.'s internal control structure and a report dated  January  21,
1998 on its compliance with laws and regulations.


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

January 21, 1998
<PAGE>
Henderson, Godbee & Nichols, 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, GA

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, 1997 and 1996, and the related statements of income, partners'
(deficit)  and  cash  flows  for  the years  then  ended.  These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  and  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  Hannah's  Mill
Apartments, Ltd. as of December 31, 1997 and 1996, and the results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January  21,  1998  on our consideration  of  Hannah's  Mill
Apartments,  Ltd.'s internal control structure and a report  dated  January
21, 1998 on its compliance with laws and regulations.


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

January 21, 1998
<PAGE>
Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

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

We  have audited the accompanying balance sheets of Milton Elderly Housing,
Ltd.  (A  Limited Partnership), Federal ID No.: 59-2911560, as of  December
31,  1997 and 1996, 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  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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, 1997 and 1996, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January  21,  1998 on our consideration  of  Milton  Elderly
Housing, Ltd.'s internal control structure and its compliance with laws and
regulations.


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

January 21, 1998
<PAGE>
Henderson, Godbee & Nichols, 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, GA

We  have audited the accompanying balance sheets of Winder Apartments, Ltd.
(A  Limited  Partnership), Federal ID No.: 58-1786693, as of  December  31,
1997  and  1996, and the related statements of income, partners'  (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  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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, 1997 and 1996, and the results of its operations and its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 21, 1998 on our consideration of Winder  Apartments,
Ltd.'s  internal control structure and a report dated January 21,  1998  on
its compliance with laws and regulations.


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

January 21, 1998
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I  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, 1997 and 1996, 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  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  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 the 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  Sylacauga  Garden
Apartments  III, Ltd., RHS Project No.:01-061-630953708 as of December  31,
1997 and 1996, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

The  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, 1997  and
1996,  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
my  opinion  is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  February 25, 1998 on my consideration  of  Sylacauga  Garden
Apartments  III,  Ltd.,  internal control  structure  and  a  report  dated
February 25, 1998 on its compliance with laws and regulations.


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

February 25, 1998
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE:  318-222-8367
FAX:  318-425-4101

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
River Road Apartments, A Louisiana
Partnership in Commendam
Mansfield, Louisiana

We have audited the accompanying balance sheets of River Road Apartments, A
Louisiana  Partnership in Commendam at December 31, 1997 and  December  31,
1996,  and  the  related statements of income, 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 River Road Apartments,
A  Louisiana  Partnership in Commendam at December 31,  1997  and  December
31,1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  6,  1998  on  our  consideration  of  River   Road
Apartments,  A  Louisiana  Partnership  in  Commendam's  internal   control
structure and a report dated  February 6, 1998 on its compliance with  laws
and regulations.


/s/ Cole, Evans & Peterson
Certified Public Accountants

February 6, 1998
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. 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,
1997  and  1996,  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, 1997 and 1996, and the results of its operations and its cash flows for
the  years  then  ended  in conformity with generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  19,  1998 on our consideration  of  the  internal
control   structure  of  SUN  VALLEY  APARTMENTS,  A  DIVISION  OF  AUGUSTA
PROPERTIES,  (A LIMITED PARTNERSHIP), and our tests of its compliance  with
certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 19, 1998
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. 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, 1997 and
1996, 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, 1997 and
1996,  and  the results of its operations and its cash flows for the  years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  19,  1998 on our consideration  of  the  internal
control  structure of BOONEVILLE PROPERTIES, (A LIMITED PARTNERSHIP)  D/B/A
LANI-K  APARTMENTS and our tests of its compliance with  certain provisions
of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 19, 1998
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. 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,  1997
and  1996,  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,  1997
and  1996,  and  the results of its operations and its cash flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  19,  1998 on our consideration  of  the  internal
control  structure  of  BARLING PROPERTIES,  A  LIMITED  PARTNERSHIP  D/B/A
BARLING  PLACE  APARTMENTS  and our tests of its  compliance  with  certain
provisions of laws, regulations, contracts and grants.

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


/s/ Baird, Kurtz, & Dobson CPA

February 19, 1998
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. 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,
1997  and  1996,  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,
1997 and 1996, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  19,  1998 on our consideration  of  the  internal
control  structure of POTEAU PROPERTIES IV, A LIMITED PARTNERSHIP D/B/A  EL
CONQUISTADOR  APARTMENTS  and  our tests of its  compliance  with   certain
provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 19, 1998
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. 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,  1997  and  1996, 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, 1997 and 1996, and the results of its operations and its  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  19,  1998 on our consideration  of  the  internal
control   structure  of  TURTLE  CREEK  PROPERTIES  PHASE  II,  A   LIMITED
PARTNERSHIP D/B/A MILL CREEK III APARTMENTS and our tests of its compliance
with  certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 19, 1998
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. 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,  1997  and  1996, and the related statements  of  operations,
changes  in  partners'  equity  and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  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, 1997 and 1996, and the results of its operations and its  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  19,  1998 on our consideration  of  the  internal
control structure of BROKEN BOW PROPERTIES II, A LIMITED PARTNERSHIP  D/B/A
OAKWOOD VILLAGE II APARTMENTS and our tests of its compliance with  certain
provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 19, 1998
<PAGE>
LaFollette, Jansa, Brandt & Co.
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,
1997  and  1996,  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 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,  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 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 Lakewood Apartments as
of  December 31, 1997 and 1996, and the results of its operations  and  its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated January 27, 1998, on our consideration of internal controls.


/s/ LaFollette, Jansa, Brandt & Co.
Certified Public Accountants
Sioux Falls,  South Dakota

January 27, 1998
<PAGE>
Reznick, Fedder & Silverman
Two Premiere Plaza, Suite 500
5605 Glenridge Drive
Atlanta, GA 30342-1376
PHONE:  770-844-0644
FAX:  770-844-7363

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

We have audited the accompanying balance sheets of Monroe Family, Ltd., RHS
Project  No.: 11-047-581768407. as of December 31, 1997 and 1996,  and  the
related statements of operations, partners' equity  and cash flows for  the
years then ended.  These financial statements are the responsibility of the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  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 Monroe Family,  Ltd.,
RHS  Project No.: 11-047-581768407. as of December 31, 1997 and  1996,  and
the  results of its operations, the changes in partners' equity,  and  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements taken as a whole.  The supplementary  information  on
pages 15 through 19 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information has
been  subjected  to the auditing procedures applied in the  audits  of  the
basic  financial statements and, in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated  January 20, 1998, on our consideration  of  Monroe  Family,
Ltd.'s  internal  control  structure and on its compliance  with  laws  and
regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 20, 1998
<PAGE>
Regardie, Brooks & Lewis
7101 Wisconsin Avenue
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, 1997 and 1996, and the related statements of
income,  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, 1997 and 1996, and  the  results  of  its
operations, changes in partners' capital and cash flows for the years  then
ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February 21, 1998 on our consideration  of  Brandywine  III
Limited Partnership's internal control structure and on its compliance with
laws and regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 21, 1998
<PAGE>
Regardie, Brooks & Lewis
7101 Wisconsin Avenue
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, 1997 and 1996, and the related statements of
income,  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, 1997 and 1996, and  the  results  of  its
operations, changes in partners' capital and cash flows for the years  then
ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated February 21, 1998 on our consideration of Concord IV Limited
Partnership's  internal control structure and on its compliance  with  laws
and regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 21, 1998
<PAGE>
Regardie, Brooks & Lewis
7101 Wisconsin Avenue
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, 1997 and  1996,  and  the  related
statements  of income, 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, 1997 and 1996, and the  results  of
its  operations, changes in partners' capital, and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports dated February 21, 1998 on our consideration of Dunbarton Oaks  III
Limited Partnership's internal control structure and on its compliance with
laws and regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 21, 1998
<PAGE>
Regardie, Brooks & Lewis
7101 Wisconsin Avenue
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, 1997 and  1996,  and  the  related
statements  of income, 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, 1997 and 1996, and the  results  of
its  operations, changes in partners' capital and cash flows for the  years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated February 21, 1998 on our consideration of Federal Manor  III
Limited Partnership's internal control structure and on its compliance with
laws and regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 21, 1998
<PAGE>
Regardie, Brooks & Lewis
7101 Wisconsin Avenue
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, 1997 and  1996,  and  the  related
statements  of income, 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, 1997 and 1996, and the  results  of
its  operations, changes in partners' capital, and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated February 21, 1998 on our consideration of Laurel  Apartments
Limited Partnership's internal control structure and on its compliance with
laws and regulations.


/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 21, 1998
<PAGE>
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. 37-32-161338763 and
RECD Housing Director
166 Washington Avenue
Batavia, New York 14020

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

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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, 1997 and 1996, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 24, 1998 on our consideration of Middleport  Limited
Partnership's  internal control structure and a report  dated  January  24,
1998 on its compliance with laws and regulations.


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

January 24, 1998
<PAGE>
Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28335
PHONE:  910-892-1021
FAX:  910-892-6084

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

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

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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, 1997 and 1996,  and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  6,  1998  on our consideration  of  Kenly  Housing
Associates' internal control structure and a report dated February 6,  1998
on its compliance with laws and regulations.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplementary information on pages  14-17
is  presented for the purpose of additional analysis and is not a  required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the  audit  procedures applied in the  audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the financial statements taken as a whole.


/s/ Oscar N. Harris Associates, P.A.
Certified Public Accountants

February 6, 1998
<PAGE>
Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
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, 1997 and 1996,  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  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, 1997 and 1996, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated January 21, 1998 on our consideration of Oakwood Grove, Ltd.'s
internal  control over financial reporting and our tests on its  compliance
with 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 are 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
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, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants

January 21, 1998
<PAGE>
Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
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, 1997 and 1996,  as
listed  in  the  table  of contents.  These 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 basic financial statements referred to above  present
fairly,  in  all  material  respects, the financial  position  of  Sandhill
Forest,  Ltd.  as  of December 31, 1997 and 1996, and the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 21, 1998 on our consideration  of  Sandhill  Forest,
Ltd.'s  internal  control over financial reporting and  our  tests  of  its
compliance with laws, regulations, contracts and grants.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The additional information presented on pages
11 to 18 is presented for the purposes of additional analysis and are not a
required  part of the basic financial statements. The information on  pages
11  to  17   has been subjected to the auditing procedures applied  in  the
audit  of  the  basic financial statements and, in our opinion,  is  fairly
stated  in  all  material respects in relation to the financial  statements
taken  as  a whole. The information on page 18, 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, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants

January 21, 1998
<PAGE>
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, 1997 and 1996, 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  audit  in accordance with generally  accepted  auditing
Standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in   the  financial  statements.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

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

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 30, 1998, on our consideration of the  Partnership's
internal  control  structure and a report dated January 30,  1998,  on  its
compliance with laws and regulations.

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

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
Carmel, Indiana

January 30, 1998
<PAGE>
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, 1997 and 1996, 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  audit  in accordance with generally  accepted  auditing
Standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in   the  financial  statements.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

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

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 30, 1998, on our consideration of the  Partnership's
internal  control  structure and a report dated January 30,  1998,  on  its
compliance with laws and regulations.

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

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
Carmel, Indiana

January 30, 1998
<PAGE>
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, 1997 and 1996, 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  audit  in accordance with generally  accepted  auditing
Standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in   the  financial  statements.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

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

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 31, 1998, on our consideration of the  Partnership's
internal  control  structure and a report dated January 31,  1998,  on  its
compliance with laws and regulations.

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



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

January 31, 1998
<PAGE>
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, 1997 and 1996, and the related statements of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  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 the 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, D/B/A Greeneville Landing Apartments, as of December 31, 1997
and 1996, and the results of its operations, changes in partners' equity,
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the audit procedures applied in the audits of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated February 18, 1998 on my consideration of Greeneville  Limited
Partnership's  internal control structure and a report dated  February  18,
1998  on  its  compliance  with  laws and  regulations  applicable  to  the
financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 18, 1998
<PAGE>
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, 1997 and 1996, and the related  statements
of  operations, partners' equity and cash flows for the years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  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 the 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, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying information on
pages 15 to 17 is presented for purposes of additional analysis and is not
a required part of the basic financial statements.  Such information has
been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  February  18, 1998 on my consideration  of  Pulaski  Village
Limited  Partnership's  internal  control  structure  and  a  report  dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 18, 1998
<PAGE>
Lou Ann Montey & 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, 1997 and 1996,  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 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 Kingsland Housing, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1997 and 1996,  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 13, 1998 on our consideration of the internal control
structure  of Kingsland Housing, Ltd.-(A Texas Limited Partnership)  and  a
report dated January 13, 1998, on its compliance with laws and regulations.


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

January 13, 1998
<PAGE>
Lou Ann Montey & 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, 1997 and 1996,  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 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, 1997 and 1996,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 13, 1998 on our consideration of the internal control
structure  of Mathis Retirement, Ltd.-(A Texas Limited Partnership)  and  a
report dated January 13, 1998, on its compliance with laws and regulations.


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

January 13, 1998
<PAGE>
Lou Ann Montey & 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.- (A
Texas  Limited  Partnership) as of December 31,  1997  and  1996,  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 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 Floresville  Housing,
Ltd.-(A  Texas Limited Partnership) as of December 31, 1997 and  1996,  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 15, 1998 on our consideration of the internal control
structure of Floresville Housing, Ltd.-(A Texas Limited Partnership) and  a
report dated January 15, 1998, on its compliance with laws and regulations.


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

January 15, 1998
<PAGE>
Leavitt, Christensen & Co.
9100 W. Blackeagle Drive
Boise, ID 83709
PHONE:  208-322-6769
FAX:  208-322-7307

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Managing General Partner
Teton View Limited Partnership
Boise, Idaho


We  have  audited  the accompanying balance sheets of  Teton  View  Limited
Partnership,  as of December 31, 1997 and 1996, and the related  statements
of  operations, partners' capital (deficit) and cash flows  for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  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 Department of Agriculture Rural  Development
(RD)  Audit Program issued in December 1989.  Those standards require  that
we  plan and perform the audit to obtain reasonable assurance about whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  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 Teton  View  Limited
Partnership  as  of  December 31, 1997 and 1996, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated February 11, 1998 on our consideration of Teton View  Limited
Partnership's  internal control structure and on its compliance  with  laws
and regulations.

The  partnership  has filed tax returns with the Internal  Revenue  Service
which allow the partners to receive the benefit of a low income housing tax
credit.   Because  the qualifying standards of the low income  housing  tax
credit  are different than the requirements of the loan agreement  and  the
interest credit agreements, and due to the fact that the low income housing
tax  credit  relates  to income taxes which are the responsibility  of  the
individual  partners,  the  scope of these  audits  were  not  designed  or
intended  to  audit the compliance with the various low income housing  tax
credit  laws.  Therefore,  these audits  can  not  be  relied  on  to  give
assurances with regard to compliance with any low income housing tax credit
laws.


/s/ Leavitt, Christensen & Co.

February 11, 1998
<PAGE>
Leavitt, Christensen & Co.
9100 W. Blackeagle Drive
Boise, ID  83709
PHONE:  208-322-6769
FAX:  208-322-7307

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Managing General Partner
Pleasant Valley Housing Limited Partnership
Boise, Idaho

We  have audited the accompanying balance sheets of Pleasant Valley Housing
Limited  Partnership   as of December 31, 1997 and 1996,  and  the  related
statements  of operations, partners' capital (deficit) and cash  flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management.  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 Rural Development   Audit  Program
issued  in December 1989. Those standards require that we plan and  perform
the  audit  to  obtain  reasonable assurance about  whether  the  financial
statements are free of material misstatement.  An audit includes examining,
on  a  test basis, evidence supporting the amounts and disclosures  in  the
financial  statements.   An  audit also includes 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 Pleasant Valley Housing
Limited  Partnership as of December 31, 1997 and 1996, and the  results  of
its  operations and its cash flows for the years then ended  in  conformity
with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 10, 1998 on our consideration  of  Pleasant  Valley
Housing  Limited  Partnership's  internal  control  structure  and  on  its
compliance with laws and regulations.

The  partnership  has filed tax returns with the Internal  Revenue  Service
which allow the partners to receive the benefit of a low income housing tax
credit.   Because  the qualifying standards of the low income  housing  tax
credit  are different than the requirements of the loan agreement  and  the
interest credit agreements, and due to the fact that the low income housing
tax  credit  relates  to income taxes which are the responsibility  of  the
individual  partners,  the  scope of these  audits  were  not  designed  or
intended  to  audit the compliance with the various low income housing  tax
credit  laws.  Therefore,  these audits  can  not  be  relied  on  to  give
assurances with regard to compliance with any low income housing tax credit
laws.


/s/ Leavitt, Christensen & Co.

February 10, 1998
<PAGE>
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, 1997 and 1996, and the related statements of
operations,  partners'  equity  and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  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, 1997 and 1996, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated February 6, 1998 on our consideration of Eagles  Bay  Limited
Partnership's internal control over financial reporting and  our  tests  of
its  compliance with laws, regulations, contracts and grants.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
page  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

February 6, 1998
<PAGE>
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, 1997 and 1996, and the related statements of
operations, partners' equity (deficit), and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  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, 1997 and 1996, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 21, 1998 on our consideration of Stone Arbor  Limited
Partnership's internal control over financial reporting and  our  tests  of
its compliance with laws and regulations.

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

January 21, 1998
<PAGE>
Bernard Robinson & Co., L.L.P.
P. O. Box 19608
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,
1997  and 1996, and the related statements of operations, partners'  equity
and  cash  flows for the years then ended.  These financial statements  are
the responsibility of the Partnership's management.  Our responsibility  is
to express an opinion on these financial statements based on our audit.

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, 1997 and 1996 and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 22, 1998 on our consideration of  the  Partnerships'
internal  control over financial reporting and our tests of its  compliance
with laws, regulations, contracts and grants.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial statements taken as a whole.  The supplemental 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.   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/ Bernard Robinson & Co., L.L.P.
Certified Public Accountants
Greensboro, North Carolina

January 22, 1998
<PAGE>
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, 1997 and 1996, and the related statements of
operations, partners' equity (deficit), and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  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, 1997 and 1996, and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 3, 1998 on our consideration of  Woodcroft  Limited
Partnership's internal control over financial reporting and  our  tests  of
its compliance with 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

February 3, 1998
<PAGE>
Brockway, Gersbach & Neimeier, 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, 1997 and 1996, and the related  statements
of  partners' capital (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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  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, 1997 and 1996, and the results of its operations and its  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  2,  1998  in our  consideration  of  Mabank  1988
Limited's internal control and on its compliance with laws and regulations.

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, 1997 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 & Neimeier, P.C.
Certified Public Accountants

February 2, 1998
<PAGE>
Brannan, Bagwell and Mercer, P.C.
Amsouth Center, Suite 804 - 200 Clinton Avenue
Huntsville, AL 35801
PHONE:  205-536-4318
FAX:  205-533-7193

                  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, 1997and 1996,  and  the  related
statements  of Operations, Partners' Capital and Cash Flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

We  conducted  our  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, as well as evaluating the overall
financial  statement presentation.  We believe that our  audits  provide  a
reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Hunters Ridge, Ltd. (A
Limited  Partnership) as of December 31, 1997 and 1996, 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 February 5, 1998 on our consideration of Hunter's Ridge  Ltd's
internal  control  structure and a report dated February  5,  1998  on  its
compliance with laws and regulations.


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

February 5, 1998
<PAGE>
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, 1997 and 1996, and the related statements of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
20, 1998, on our consideration of Casa Linda Limited Partnership's internal
control  structure and a report dated  January 20, 1998, 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 19 through 20 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 20, 1998
Big Spring, Texas
<PAGE>
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, 1997 and  1996,  and  the  related
statements  of  operations, partners' equity and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
20, 1998, on our consideration of La Villa Elena Ltd. Limited Partnership's
internal  control structure and a report dated  January 20,  1998,  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 19 through 20 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 20, 1998
Big Spring, Texas
<PAGE>
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, 1997 and  1996,  and  the  related
statements  of  operations, partners' equity and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
20,   1998,   on   our  consideration  of  Rio  Abajo  Apartments   Limited
Partnership's  internal control structure and a report dated   January  20,
1998, 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 19 through 20 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 20, 1998
Big Spring, Texas
<PAGE>
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, 1997 and 1996, and the related statements of operations,
partners'  equity and cash flows for the years then ended.  These financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  accordance with Government Auditing Standards issued by the Comptroller
General  of  the United States, we have also issued a report dated  January
20,  1998,  on  our  consideration of Sage Limited  Partnership's  internal
control  structure and a report dated  January 20, 1998,  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  supplemental
information  shown  on  Pages 19 through 20 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 20, 1998
Big Spring, Texas
<PAGE>
Mesarvey, Russell & Co.
3170 Presidential Drive
Fairborn, OH  45324
PHONE:  937-320-1717
FAX:  937-320-1818

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Laynecrest Associates Limited Partnership

We  have  audited the accompanying balance sheets of Laynecrest  Associates
Limited Partnership, RDS Case No. 41-092-311254109 as of December 31,  1997
and  1996,  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,  Rural
Economic   &  Community  Development  Services  "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 at December 31, 1997 and 1996, 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  February  10,  1998  on  our  consideration  of  Laynecrest
Associates  Limited Partnership's internal control structure and  a  report
dated February 10, 1998 on its compliance with laws and regulations.


/s/ Mesarvey, Russell & Co.
A Corporation of
Certified Public Accountants

February 10, 1998
Lead Auditor: Ronald C Russell, CPA, CFE
Firm ID # 31-0823791
<PAGE>
Mesarvey, Russell & Co.
3170 Presidential Drive
Fairborn, OH  45324
PHONE:  937-320-1717
FAX:  937-320-1818

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

We  have  audited  the  accompanying balance sheets of  Martindale  Limited
Partnership,  RDS  Case No. 41-092-311153919 as of December  31,  1997  and
1996,  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,  Rural
Economic & Community Development Services "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,  1997 and  1996,  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 February 10, 1998 on our consideration or Martindale  Limited
Partnership's internal controls structure and a report dated  February  10,
1998 on its compliance with laws and regulations.


/s/ Mesarvey, Russell & Co.
A Corporation of
Certified Public Accountants

February 10, 1998
Lead Auditor: Ronald C Russell, CPA, CFE
Firm ID # 31-0823791
<PAGE>
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, 1997 and 1996, and the  related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  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 Robinhood Apartments,
Ltd.  as  of December 31, 1997 and 1996, and the results of its operations,
changes in partners' equity and its cash flows for the years then ended  in
conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January 22, 1998, on our consideration of the  Partnership's
compliance and internal control over financial reporting.


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

January 22, 1998
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN 37403
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, 1997 and 1996, and the related statements of  operations,
changes in partners' equity and cash flows for the years then ended.  These
financial   statements   are  the  responsibility  of   the   Partnership's
management.  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 Skyview Terrace,  Ltd.
as  of  December  31,  1997 and 1996, and the results  of  its  operations,
changes in partners' equity and its cash flows for the years then ended  in
conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February  11,  1998,  on the  Partnership's  compliance  and
internal control over financial reporting.


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

February 11, 1998
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I  have  audited  the accompanying balance sheets of Riverside  Apartments,
Ltd.,  (A  Limited  Partnership), RHS Project No.: 01-046-630978050  as  of
December  31,  1997  and  1996, and the related statements  of  operations,
partners' capital and cash flows for the years then ended.  These financial
statements  are  the  responsibility of the Partnership's  management.   My
responsibility is to express an opinion on these financial statements based
on my audits.

I  conducted  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  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 the 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 Riverside Apartments,
Ltd.,  (A  Limited  Partnership), RHS Project No.: 01-046-630978050  as  of
December 31, 1997 and 1996, and the results of its operations and its  cash
flows  for  the  years  then ended in conformity  with  generally  accepted
accounting principles.

The  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, 1997  and
1996,  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
my  opinion  is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, I have  also  issued  a
report dated February 25, 1998 on my consideration of Riverside Apartments,
Ltd.,  internal control structure and a report dated February 25,  1998  on
its compliance with laws and regulations.


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

February 25, 1998
<PAGE>
Reznick, Fedder & Silverman
Two Premier Plaza, Suite 500
5605 Glendridge Drive
Atlanta, GA 30342-1376
PHONE:  770-844-0644
FAX:  770-844-7363

                  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, 1997 and 1996,
and  the  related statements of operations, partners' equity (deficit)  and
cash  flows for the years then ended.  These financial statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  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 Brookshire Apartments,
L.P.,  RHS Project No.: 10-075-581765612 as of December 31, 1997 and  1996,
and  the  results  of  its operations, the changes in  partners'  (deficit)
equity   and  its  cash flows for the years then ended in  conformity  with
generally accepted accounting principles.

Our  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements taken as a whole.  The supplementary  information  on
pages 17 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.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports   dated  January  9,  1998,  on  our  consideration  of  Brookshire
Apartments,  L.P.'s internal control structure and on its  compliance  with
laws and regulations applicable to the financial statemtns.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 9, 1998
<PAGE>
Reznick, Fedder & Silverman
Two Premier Plaza, Suite 500
5605 Glendridge Drive
Atlanta, GA 30342-1376
PHONE:  770-844-0644
FAX:  770-844-7363

                  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, 1997 and 1996,  and
the  related statements of operations, partners' deficit and cash flows for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Sandridge  Apartments
Ltd., RHS Project No.: 058-17569-49, as of December 31, 1997 and 1996,  and
the  results  of its operations, the changes in partners' 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  9,  1998,  on  our  consideration  of   Sandridge
Apartments, Ltd.'s internal control structure and its compliance with  laws
and regulations applicable to the financial statements.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 9, 1998
<PAGE>
Chester M. Kearney, CPA
12 Dyer Street
Presque Isle, ME 04769-1550
PHONE:  207-764-3171
FAX:  207-764-6362

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Limestone Estate
Caribou, Maine

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

We  conducted  our  audits in accordance with generally  accepted  auditing
Standards  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 Limestone Estates as of
December  31,  1997 and 1996, and the results of its operations,  partners'
equity  (deficit) and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated February 24, 1998 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 24, 1998
<PAGE>
Reznick Fedder & Silverman,C.P.A.  P.C.
Two Premier Plaza, 5th  Floor
5605 Glendridge Drive
Atlanta, GA 30342-1376
PHONE:  404-847-9447
FAX:  404-847-9495

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

We  have  audited  the accompanying balance sheets of Longleaf  Apartments,
Ltd.,  RHS Project No.: 10-065-581788240, as of December 31, 1997 and 1996,
and  the related statements of operations, partners' deficit and cash flows
for   the   years   then  ended.   These  financial  statements   are   the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Longleaf  Apartments
Ltd.,  RHS Project No.: 10-065-581788240, as of December 31, 1997 and 1996,
and the results of its operations, the changes in partners' 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 16 through 17 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. Such information has
been  subjected  to the auditing procedures applied in the  audits  of  the
basic  financial statements and, in our opinion, is fairly  stated  in  all
material respects in relation to the basic financial statements taken as  a
whole.

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports   dated  January  23,  1998,  on  our  consideration  of   Longleaf
Apartments,  Ltd.'s internal control structure and on its  compliance  with
laws and regulations applicable to the financial statements.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia

January 23, 1998
<PAGE>
Larry C. Stemen CPA and Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Crestwood Villa 2 Limited Partnership
(A Limited Partnership)
DBA Applewood Apartments
Mansfield, OH

We  have  audited  the  accompanying balance sheets of  Crestwood  Villa  2
Limited Partnership (A Limited Partnership), DBA Applewood Apartments, FmHA
Case  No.  41-017-341612174, as of December 31,  1997  and  1996,  and  the
related  income statements, changes in partners' equity 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 and the Audit Program 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 (A Limited Partnership), DBA Applewood Apartments, FmHA
Case  No. 41-017-341612174,, at December 31, 1997 and 1996, 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.

Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supplemental data included in this report
(shown on pages 14-18) are presented for the purpose of additional analysis
and are not a required part of the financial statements of FmHA Case No. 41-
017-341612174.   Such information has been subjected to the  same  auditing
procedures  applied in the audits 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.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated January 16, 1998, on our consideration of Crestwood  Villa  2
Limited  Partnership internal control structure and a report dated  January
16,  1998 on its compliance with specific requirements applicable to  Rural
Development Services programs.


/s/ Larry C. Stemen CPA and Associates
Certified Public Accountants
Columbus,  Ohio

January 16, 1998
<PAGE>
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, TX  75751

We  have audited the accompanying Balance Sheet of Fairview South, Ltd.  as
of  December  31, 1997 and 1996, 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  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 Fairview South, Ltd. as
of  December 31, 1997 and 1996, and the results of its operations  and  its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 19, 1998 on our consideration  of  Fairview  South,
Ltd.'s  internal  control over financial reporting  and  our  test  of  its
compliance with certain laws, regulations, contracts and grants.

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.



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

February 19, 1998
<PAGE>

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, 1997 and 1996, 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  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 Southwood Apartments,
Ltd.  as  of  December 31, 1997 and 1996, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report   dated  February  10,,  1998  on  our  consideration  of  Southwood
Apartments, Ltd.'s internal control over financial reporting and  our  test
of its compliance with certain laws, regulations, contracts and grants.

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  taken
as a whole.



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

February 10, 1998
<PAGE>
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 sheet of Sabinal Housing, Ltd.  -
(A  Texas  Limited  Partnership) as of December 31, 1997  and  the  related
statement of income (loss), partners' equity, and cash flows for  the  year
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

We  conducted  our  audit  in accordance with Generally  Accepted  Auditing
Standards  and  Government Auditing Standards 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 audit provides 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, 1997, and the results  of
its  operations  and its cash flows for the year then ended  in  conformity
with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated January 23, 1998, on our consideration of the internal control
structure  of Sabinal Housing, Ltd. - (A Texas Limited Partnership)  and  a
report dated January 23, 1998 on its compliance with laws and regulations.

The  financial  statements  for  the year ended  December  31,  1996,  were
compiled by us, and our report thereon, dated February 12, 1997, stated  we
did  not  audit  or  review  those financial statements  and,  accordingly,
expressed no opinion or other form of assurance on them.


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

January 23, 1998
<PAGE>
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 54, 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.

  Alan  L. Weiner, age 37, is a Vice President and a Director.  He is  a
  Senior  Vice  President of Raymond James & Associates, Inc.  which  he
  joined  in  1983.   Mr.  Weiner received an M.B.A.  from  the  Wharton
  Business  School  (1983)  and  is a Phi Beta  Kappa  graduate  of  the
  University  of  Florida (1981), where he received  a  B.S.  with  high
  honors.

  J. Davenport Mosby, age 42, 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.  Mr.  Mosby  is  the
  head  of  the  real  estate  investment banking  group  and  the  Limited
  Partnership Trading Desk.

  Teresa L. Barnes, age 51, 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 35, 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, 1997.

   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, 1998, 1997 and 1996.

  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, 1998, 1997  and  1996  were
$499,712, $502,017 and $502,333, 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, 1998, 1997 and 1996 were $30,235, $25,316 and $25,447, respectively.
<PAGE>
                            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
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997

Apartment Properties

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

Laynecrest           Medway, OH                         48        1,467,191
Martindale           Union, OH                          30          938,736
La Villa Elena       Bernalillo, NM                     54        1,478,372
Rio Abajo            Truth or Consequences, NM          42        1,398,111
Fortville II         Fortville, IN                      24          676,616
Summitville          Summitville, IN                    24          737,888
Suncrest             Yanceyville, NC                    40        1,479,050
Brandywine III       Millsboro, DE                      32        1,093,433
Concord IV           Perryville, MD                     32        1,089,155
Dunbarton Oaks III   Georgetown, DE                     32        1,119,794
Federal Manor        Federalsburg, MD                   32        1,166,903
Laurel Apts          Laurel, DE                         32        1,134,236
Mulberry Hill IV     Easton, MD                         16          595,928
Madison              Madison, OH                        40        1,189,434
Hannah's Mill        Thomaston, GA                      50        1,474,911
Longleaf Apts.       Cairo, GA                          36          971,567
Sylacauga Garden     Sylacauga, AL                      45        1,420,221
Monroe Family        Monroe, GA                         48        1,469,224
Clayfed Apts.        Denver, CO                         32        1,006,677
Westside Apts.       Denver, CO                         52        1,626,863
Casa Linda           Silver City, NM                    41        1,382,162
Rivermeade           Yorktown, VA                       80        2,563,566
Laurel Woods         Ashland, VA                        40        1,282,069
Keysville            Keysville, VA                      24          758,892
Crosstown            Kalamazoo, MI                     201        4,706,459
Riverside Apts.      Demopolis, AL                      40        1,162,666
Brookshire Apts.     McDonough, GA                      46        1,398,560
Sandridge Apts.      Fernandina Beach, FL               46        1,322,743
Limestone Estates    Limestone, ME                      25        1,157,655
Eagle's Bay          Beaufort, NC                       40        1,488,730
Teton View           Rigby, ID                          40        1,437,276
Albany               Albany, KY                         24          738,885
Burkesville          Burkesville, KY                    24          740,135
Scotts Hill          Scotts Hill, TN                    12          410,615
Sage                 Gallup, NM                         44        1,481,416
Claremont            Cascade, ID                        16          441,620
Middleport           Middleport, NY                     25          954,404
Oakwood Apts.        Columbus, NE                       24          789,885
Morgantown           Morgantown, IN                     24          791,775
Ashburn Housing      Ashburn, GA                        41        1,060,727
Cuthbert Elderly     Cuthbert, GA                       32          826,049
Sandhill Forest      Melrose, FL                        16          470,127
Oakwood Grove        Crescent City, FL                  36        1,016,627
Hastings Manor       Hastings, FL                       24          703,613
Lakewood Apts.       Norfolk, NE                        72        2,449,062
Robinhood Apts.      Springfield, TN                    48        1,474,508
Skyview Terrace      Springfield, TN                    48        1,343,738
Mabank 1988          Mabank, TX                         42        1,117,525
Buena Vista          Buena Vista, GA                    25          658,404
Woodcroft            Elizabethtown, NC                  32        1,160,005
Spring Creek         Quitman, GA                        18          493,199
Spring Creek         Cherokee, AL                       24          536,365
Milton Elderly       Milton, FL                         43        1,084,840
Winder Apartments    Winder, GA                         48        1,429,562
Hunters Ridge        Killen, AL                         40        1,174,732
Stone Arbor          Madison, NC                        40        1,492,911
Greeneville          Greeneville, TN                    40        1,207,329
Centralia II         Centralia, IL                      24          806,100
Poteau IV            Poteau, OK                         32          600,466
Barling              Barling, AR                        48          928,036
Booneville           Booneville, AR                     50        1,381,346
Augusta              Augusta, KS                        66        1,933,450
Meadows              Farmville, VA                      40        1,337,369
Kenly Housing        Kenly, NC                          48        1,340,080
Fairview South       Athens, TX                         44        1,070,076
River Road Apts.     Waggaman, LA                       43        1,166,062
Middlefield          Middlefield, OH                    36        1,090,587
Floresville          Floresvile, TX                     40        1,044,561
Mathis Retirement    Mathis, TX                         36          876,946
Sabinal Housing      Sabinal, TX                        24          608,352
Kingsland Housing    Kingsland, TX                      34          851,912
Crestwood Villa II   Crestline, OH                      36        1,099,114
Poteau Prop. III     Poteau, OK                         19          465,136
Decatur Properties   Decatur, AR                        24          778,029
Broken Bow Prop II   Broken Bow, OK                     46        1,489,045
Turtle Creek II      Grove, OK                          42        1,248,343
Pleasant Valley      Grangeville, ID                    32        1,154,937
Hartwell Elderly     Hartwell, GA                       24          674,438
Pulaski Village      Pulaski, VA                        44        1,393,421
Southwood Apts.      Jacksonville, TX                   40          957,869
                                                               ------------
                                                               $ 92,538,821
                                                               ============

<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997

Apartment Properties
                              Cost At Acquisition                 
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
                                                                  
Laynecrest                   310,264           1,533,433             18,523
Martindale                   243,665             928,824              9,656
La Villa Elena               128,000           1,672,703             78,383
Rio Abajo                     88,500           1,610,884             46,439
Fortville II                  25,000             780,355              4,118
Summitville                   30,000             849,511                483
Suncrest                     331,988           1,788,595             12,486
Brandywine III               105,508           1,154,434             41,453
Concord IV                   120,440           1,198,338             38,289
Dunbarton Oaks III           123,135           1,205,530             11,816
Federal Manor                142,632           1,252,927             55,570
Laurel Apts                  144,680           1,156,847             56,730
Mulberry Hill IV              55,379             652,234             30,129
Madison                       60,000           1,378,177              5,799
Hannah's Mill                 60,000           1,754,918            (2,132)
Longleaf Apts.                54,700           1,135,966              2,281
Sylacauga Garden              70,000           1,521,755             15,247
Monroe Family                110,000           1,678,673                  0
Clayfed Apts.                 84,000             876,430             21,916
Westside Apts.               134,701           1,382,850             56,407
Casa Linda                   153,730           1,518,228             13,395
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            402,306
Riverside Apts.               89,250           1,329,102              7,121
Brookshire Apts.             114,500           1,602,613              6,280
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             20,694
Burkesville                   44,697             838,328             30,748
Scotts Hill                   30,000             465,835              5,303
Sage                         196,207           1,616,554             61,941
Claremont                     23,500             505,789             42,236
Middleport                    18,000           1,132,502             17,350
Oakwood Apts.                 96,800             862,439              9,692
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                213
Oakwood Grove                 44,712           1,191,986              1,188
Hastings Manor                18,000             839,600              6,776
Lakewood Apts.               207,700           2,754,382             38,812
Robinhood Apts.               50,500           1,752,851              4,631
Skyview Terrace               40,112           1,424,008             40,669
Mabank 1988                   57,200           1,210,248             83,636
Buena Vista                   11,390             804,816              (579)
Woodcroft                     82,500           1,402,798              4,667
Spring Creek                  33,330             575,656            (1,378)
Spring Creek                  20,000             589,739             27,914
Milton Elderly                50,000           1,292,395                  0
Winder Apartments             73,500           1,692,510                  0
Hunters Ridge                 48,275           1,370,214              2,327
Stone Arbor                   57,280           1,813,230              3,554
Greeneville                   47,258           1,434,138             45,168
Centralia II                  36,450             954,070              5,844
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             56,474
Fairview South               103,909           1,218,102              8,241
River Road Apts.             138,000           1,340,045                  0
Middlefield                   70,700           1,250,957              9,942
Floresville                   75,524           1,050,346            185,032
Mathis Retirement             37,127           1,041,038              6,225
Sabinal Housing               18,000             752,263              9,252
Kingsland Housing             30,000             894,081            236,923
Crestwood Villa II            54,000           1,317,395                538
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             39,132
Hartwell Elderly              49,800             771,529                  0
Pulaski Village               75,000           1,650,373             60,585
Southwood Apts.               46,189           1,153,440              8,790
                         -----------        ------------       ------------
                         $ 6,718,944        $103,953,119        $ 3,288,677
                         ===========        ============       ============
<PAGE>

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997


Apartment Properties
                        Gross Amount At Which Carried At December 31, 1997
                                       --------------------
                                         Buildings,               
                                        Improvements              
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
                                              
Laynecrest                   324,659           1,537,561          1,862,220
Martindale                   243,666             938,479          1,182,145
La Villa Elena               128,000           1,751,086          1,879,086
Rio Abajo                     88,500           1,657,323          1,745,823
Fortville II                  25,000             784,473            809,473
Summitville                   30,000             849,994            879,994
Suncrest                      80,000           2,053,069          2,133,069
Brandywine III                30,382           1,271,013          1,301,395
Concord IV                    35,899           1,321,168          1,357,067
Dunbarton Oaks III            27,853           1,312,628          1,340,481
Federal Manor                 86,281           1,364,848          1,451,129
Laurel Apts                   40,971           1,317,286          1,358,257
Mulberry Hill IV              20,761             716,981            737,742
Madison                       60,000           1,383,976          1,443,976
Hannah's Mill                 60,000           1,752,786          1,812,786
Longleaf Apts.                54,700           1,138,247          1,192,947
Sylacauga Garden              70,000           1,537,002          1,607,002
Monroe Family                110,000           1,678,673          1,788,673
Clayfed Apts.                 84,000             898,346            982,346
Westside Apts.               134,701           1,439,257          1,573,958
Casa Linda                   153,730           1,531,623          1,685,353
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                    504,865           5,470,513          5,975,378
Riverside Apts.               93,089           1,332,384          1,425,473
Brookshire Apts.             114,750           1,608,643          1,723,393
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             885,701            934,862
Burkesville                   44,697             869,076            913,773
Scotts Hill                   30,000             471,138            501,138
Sage                         196,207           1,678,495          1,874,702
Claremont                     29,041             542,484            571,525
Middleport                    18,000           1,149,852          1,167,852
Oakwood Apts.                 96,800             872,131            968,931
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             544,758            572,849
Oakwood Grove                 44,712           1,193,174          1,237,886
Hastings Manor                18,000             846,376            864,376
Lakewood Apts.               207,700           2,793,194          3,000,894
Robinhood Apts.               50,500           1,757,482          1,807,982
Skyview Terrace               40,112           1,464,677          1,504,789
Mabank 1988                   94,031           1,257,053          1,351,084
Buena Vista                   11,390             804,237            815,627
Woodcroft                     82,500           1,407,465          1,489,965
Spring Creek                  33,330             574,278            607,608
Spring Creek                  20,000             617,653            637,653
Milton Elderly                50,000           1,292,395          1,342,395
Winder Apartments             73,500           1,692,510          1,766,010
Hunters Ridge                 48,275           1,372,541          1,420,816
Stone Arbor                   57,280           1,816,784          1,874,064
Greeneville                   47,258           1,479,306          1,526,564
Centralia II                  36,450             959,914            996,364
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           1,645,110          1,670,110
Fairview South               103,909           1,226,343          1,330,252
River Road Apts.             138,000           1,340,045          1,478,045
Middlefield                   70,700           1,260,899          1,331,599
Floresville                   76,669           1,234,233          1,310,902
Mathis Retirement             37,127           1,047,263          1,084,390
Sabinal Housing               18,000             761,515            779,515
Kingsland Housing             30,000           1,131,004          1,161,004
Crestwood Villa II            54,000           1,317,933          1,371,933
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           1,382,084          1,447,311
Hartwell Elderly              49,800             771,529            821,329
Pulaski Village               75,000           1,710,958          1,785,958
Southwood Apts.               46,189           1,162,230          1,208,419
                         -----------        ------------       ------------
                         $ 6,248,300        $107,712,440       $113,960,740
                         ===========        ============       ============
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997

Apartment Properties
                                                               
Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Laynecrest                                732,620        5.0  - 27.5
Martindale                                404,356        5.0  - 27.5
La Villa Elena                            415,964        5.0  - 40.0
Rio Abajo                                 381,667        5.0  - 40.0
Fortville II                              275,627        5.0  - 27.5
Summitville                               303,585        5.0  - 27.5
Suncrest                                  392,791        5.0  - 40.0
Brandywine III                            515,906        5.0  - 27.5
Concord IV                                547,042        5.0  - 27.5
Dunbarton Oaks III                        544,310        5.0  - 27.5
Federal Manor                             548,236        5.0  - 27.5
Laurel Apts                               562,567        5.0  - 27.5
Mulberry Hill IV                          282,425        5.0  - 27.5
Madison                                   394,512        5.0  - 33.0
Hannah's Mill                             541,605        5.0  - 30.0
Longleaf Apts.                            362,137        5.0  - 30.0
Sylacauga Garden                          589,770        5.0  - 27.5
Monroe Family                             544,620        5.0  - 27.5
Clayfed Apts.                             328,532        5.0  - 40.0
Westside Apts.                            493,935        5.0  - 40.0
Casa Linda                                337,970        5.0  - 40.0
Rivermeade                              1,001,920        5.0  - 27.5
Laurel Woods                              541,737        5.0  - 27.5
Keysville                                 335,520        5.0  - 27.5
Crosstown                               1,430,252        5.0  - 40.0
Riverside Apts.                           288,833        5.0  - 40.0
Brookshire Apts.                          469,469        5.0  - 30.0
Sandridge Apts.                           461,314        5.0  - 30.0
Limestone Estates                         525,250        5.0  - 27.5
Eagle's Bay                               346,145        5.0  - 50.0
Teton View                                465,593        5.0  - 27.5
Albany                                    268,125        5.0  - 40.0
Burkesville                               257,096        5.0  - 40.0
Scotts Hill                               125,097        5.0  - 40.0
Sage                                      331,177        5.0  - 40.0
Claremont                                 188,362        5.0  - 27.5
Middleport                                230,710        5.0  - 27.5
Oakwood Apts.                             251,721        5.0  - 40.0
Morgantown                                272,238        5.0  - 27.5
Ashburn Housing                           351,393        5.0  - 30.0
Cuthbert Elderly                          281,029        5.0  - 30.0
Sandhill Forest                           135,261        5.0  - 35.0
Oakwood Grove                             303,016        5.0  - 35.0
Hastings Manor                            182,604        5.0  - 40.0
Lakewood Apts.                            842,839        5.0  - 30.0
Robinhood Apts.                           275,832        5.0  - 50.0
Skyview Terrace                           362,284        5.0  - 50.0
Mabank 1988                               331,683        5.0  - 35.0
Buena Vista                               215,400        5.0  - 30.0
Woodcroft                                 261,281        5.0  - 50.0
Spring Creek                              153,913        5.0  - 40.0
Spring Creek                              141,625        5.0  - 30.0
Milton Elderly                            353,370        5.0  - 30.0
Winder Apartments                         482,023        5.0  - 50.0
Hunters Ridge                             281,254        5.0  - 50.0
Stone Arbor                               325,293        5.0  - 50.0
Greeneville                               469,746        5.0  - 27.5
Centralia II                              290,812        5.0  - 27.5
Poteau IV                                 217,552        5.0  - 25.0
Barling                                   356,792        5.0  - 25.0
Booneville                                578,080        5.0  - 25.0
Augusta                                   793,045        5.0  - 25.0
Meadows                                   491,103        5.0  - 27.5
Kenly Housing                             339,624        5.0  - 40.0
Fairview South                            477,067        5.0  - 25.0
River Road Apts.                          270,455        5.0  - 40.0
Middlefield                               307,844        5.0  - 27.5
Floresville                               296,317        5.0  - 50.0
Mathis Retirement                         178,443        5.0  - 50.0
Sabinal Housing                           132,541        5.0  - 50.0
Kingsland Housing                         187,861        5.0  - 50.0
Crestwood Villa II                        342,827        5.0  - 33.0
Poteau Prop. III                          191,811        5.0  - 25.0
Decatur Properties                        307,527        5.0  - 25.0
Broken Bow Prop II                        508,079        5.0  - 25.0
Turtle Creek II                           497,070        5.0  - 25.0
Pleasant Valley                           398,182        5.0  - 27.5
Hartwell Elderly                          215,007        5.0  - 27.5
Pulaski Village                           550,308        5.0  - 27.5
Southwood Apts.                           398,679        5.0  - 25.0
                                      -----------                          
                                      $31,367,608                          
                                      ===========                          

<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997

Reconciliation of Land, Building & Improvements current year changes:

Balance at beginning of period -                                           
December 31, 1996                                              $114,050,334
 Additions during period:                                                  
  Acquisitions through foreclosure                   0                     
  Other acquisitions                                 0                     
  Improvements, etc.                           447,283                     
  Other                                       (497,265)                     
                                             ---------                     
                                                                    (49,982)
 Deductions during period:                                                 
  Cost of real estate sold                      39,612                     
  Other                                              0                     
                                             ---------                     
                                                                     39,612
                                                               ------------
                                                                           
Balance at end of period -                                                 
December 31, 1997                                                          
                                                               $113,960,740
                                                               ============
                                                                           

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -                                           
December 31, 1996                                               $27,941,689
  Adjustment to Prior Year                   (136,181)
  Less Accumulated Depreciation of 
  real estate sold                            (39,612)
  Current year expense                      3,601,712
  Current year expense                      ----------
                                                      
Balance at end of period -                                                 
December 31, 1997                                               $31,367,608
                                                                ===========
                                                                           
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997

                         #                                MONTHLY          
                          OF                   INTEREST      DEBT      TERM
PARTNERSHIP              UNITS         BALANCE     RATE   SERVICE   (YEARS)
-----------              -----        -------- --------   -------   -------
Laynecrest                  48       1,467,191   10.63%    13,193        50
Martindale                  30         938,736    9.50%     7,591        50
La Villa Elena              54       1,478,372    9.00%    11,397        50
Rio Abajo                   42       1,398,111    9.50%    11,306        50
Fortville II                24         676,616    9.00%     5,214        50
Summitville                 24         737,888    9.00%     5,691        50
Suncrest                    40       1,479,050    9.00%    11,372        50
Brandywine III              32       1,093,433    9.00%     8,429        50
Concord IV                  32       1,089,155    9.50%     8,822        50
Dunbarton Oaks III          32       1,119,794    9.00%     8,270        50
Federal Manor               32       1,166,903    9.00%     8,994        50
Laurel Apts                 32       1,134,236    9.50%     9,191        50
Mulberry Hill IV            16         595,928    9.50%     4,822        50
Madison                     40       1,189,434    9.50%     9,604        50
Hannah's Mill               50       1,474,911    9.50%    11,920        50
Longleaf Apts.              36         971,567    9.50%     7,852        50
Sylacauga Garden            45       1,420,221    9.00%    10,941        50
Monroe Family               48       1,469,224    9.00%    11,294        50
Clayfed Apartments          32       1,006,677    9.75%     8,985        35
Westside Apts.              52       1,626,863    9.50%    15,673        35
Casa Linda                  41       1,382,162    9.50%    11,167        50
Rivermeade                  80       2,563,566    8.75%    19,753        50
Laurel Woods                40       1,282,069    9.00%     9,677        50
Keysville                   24         758,892    9.50%     6,137        50
Crosstown                  201       4,706,459    7.88%    36,182        30
Riverside Apts.             40       1,162,666    9.25%     8,204        50
Brookshire Apts.            46       1,398,560    8.75%    10,486        50
Sandridge Apts.             46       1,322,743    9.00%    10,071        50
Limestone Estates           25       1,157,655    9.00%     8,910        50
Eagle's Bay                 40       1,488,730    8.75%    11,153        50
Teton View                  40       1,437,276    8.25%    10,261        50
Albany                      24         738,885    9.00%     5,703        50
Burkesville                 24         740,135    9.50%     5,996        50
Scotts Hill                 12         410,615    8.75%     3,073        50
Sage                        44       1,481,416    8.75%    11,087        50
Claremont                   16         441,620    9.75%     3,750        50
Middleport                  25         954,404    8.75%     7,144        50
Oakwood Apts.               24         789,885    9.50%     6,379        50
Morgantown                  24         791,775    9.25%     6,226        50
Ashburn Housing             41       1,060,727    8.75%     7,935        50
Cuthbert Elderly            32         826,049    8.75%     6,189        50
Sandhill Forest             16         470,127    9.00%     3,615        50
Oakwood Grove               36       1,016,627    9.50%     8,215        50
Hastings Manor              24         703,613    9.00%     5,412        50
Lakewood Apts.              72       2,449,062    8.75%    18,332        50
Robinhood Apts.             48       1,474,508    9.75%    11,031        50
Skyview Terrace             48       1,343,738    8.50%     9,866        50
Mabank 1988                 42       1,117,525    8.75%     8,345        50
Buena Vista                 25         658,404    9.25%     5,187        50
Woodcroft                   32       1,160,005    9.00%     8,912        50
Spring Creek                18         493,199    9.00%     4,591        50
Spring Creek                24         536,365   11.50%     5,223        50
Milton Elderly              43       1,084,840    9.25%     8,547        50
Winder Apartments           48       1,429,562    8.75%    10,709        50
Hunters Ridge               40       1,174,732    9.00%     9,032        50
Stone Arbor                 40       1,492,911    9.25%    11,759        50
Greeneville                 40       1,207,329    9.25%     9,511        50
Centralia II                24         806,100    8.75%     6,031        50
Poteau IV                   32         600,466    9.00%     4,777        50
Barling                     48         928,036    9.00%     7,382        50
Booneville                  50       1,381,346    8.25%    10,250        50
Augusta                     66       1,933,450    8.75%    14,465        50
Meadows                     40       1,337,369    8.75%    10,010        50
Kenly Housing               48       1,340,080    8.75%    11,366        50
Fairview South              44       1,070,076    9.50%     8,648        50
River Road Apts.            43       1,166,062    8.75%     9,625        33
Middlefield                 36       1,090,587    9.25%     8,579        50
Floresville                 40       1,044,561    9.50%     8,466        50
Mathis Retirement           36         876,946    9.50%     7,082        50
Sabinal Housing             24         608,352    9.00%     4,674        50
Kingsland Housing           34         851,912    9.00%     6,554        50
Crestwood Villa II          36       1,099,114    9.00%     8,620        50
Poteau Prop. III            19         465,136    9.00%     3,569        50
Decatur Properties          24         778,029    8.75%     5,801        50
Broken Bow Prop II          46       1,489,045    8.75%    11,110        50
Turtle Creek II             42       1,248,343    9.00%     9,818        50
Pleasant Valley             32       1,154,937    8.75%     8,646        50
Hartwell Elderly            24         674,438    8.75%     5,045        50
Pulaski Village             44       1,393,421    9.25%    10,978        50
Southwood Apts.             40         957,869    8.75%     7,175        50
                                  ------------                    
                                  $ 92,538,821
                                  ============
<PAGE>
                                              



                           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 22, 1998       By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  July 22, 1998       By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer
<PAGE>
                           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 22, 1998            By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President



Date:  July 22, 1998            By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer



Date:  July 22, 1998            By:/s/ J.. Davenport Mosby III
                                J. Davenport Mosby III
                                Sr. Vice President
                                and Director

<PAGE>