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, 1997                                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, 1997  
   
Limited Partnership Interest                               2,060          
General Partner Interest                                       2           

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

Item 1.  Business

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

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

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

   Gateway has invested in 82 Project Partnerships, acquiring a 99%
interest in these properties by becoming the sole limited partner
in the Project Partnerships that own the properties.  In October,
1996 Value Partners, Inc., an affiliate of Raymond James Tax Credit
Funds, Inc., became the sole general partner of one of the Project
Partnerships, Village Apartments of Sparta, Limited Partnership
("Sparta").  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, 1997
were from the maturity of Treasury Notes for $357,000, interest
income of $14,371 earned on cash and cash equivalents, and $87,273
in distributions received from Project Partnerships.  As of March
31, 1997 Gateway had $445,969 of Cash and Cash Equivalents and
$2,349,025 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, 1997 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 11.5% of Gateway's total assets.  The following table
provides certain summary information regarding the Projects in
which Gateway had an interest, excluding Sparta, as of December 31,
1996:
<PAGE>
Item 2 - Properties (continued):

                              Location               # of          Date  
Partnership                   of Property            Units       Acquired
-----------                   -----------            -----      ---------

Laynecrest                    Medway, OH               48            6/88
Martindale                    Union, OH                30            6/88
La Villa Elena                Bernalillo, NM           54            8/88
Rio Abajo                     Truth/Conseq,NM          42            9/88
Fortville II                  Fortville, IN            24           11/88
Summitville                   Summitville, IN          24           11/88
Suncrest                      Yanceyville, NC          40           12/88
Brandywine III                Millsboro, DE            32           12/88
Concord IV                    Perryville, MD           32           12/88
Dunbarton Oaks III            Georgetown, DE           32           12/88
Federal Manor                 Federalsburg, MD         32           12/88
Laurel Apts                   Laurel, DE               32           12/88
Mulberry Hill IV              Easton, MD               16           12/88
Madison                       Madison, OH              40           12/88
Hannah's Mill                 Thomaston, GA            50           12/88
Longleaf Apts.                Cairo, GA                36           12/88
Sylacauga Garden              Sylacauga, AL            45           12/88
Monroe Family                 Monroe, GA               48           12/88
Clayfed Apartments            Denver, CO               32           12/88
Westside Apts.                Denver, CO               52           12/88
Casa Linda                    Silver City, NM          41            3/89
Rivermeade                    Yorktown, VA             80            3/89
Laurel Woods                  Ashland, VA              40            3/89
Keysville                     Keysville, VA            24            3/89
Crosstown                     Kalamazoo, MI           201            4/89
Riverside Apts.               Demopolis, AL            40            5/89
Brookshire Apts.              McDonough, GA            46            6/89
Sandridge Apts.               Fernandina Bch,FL        46            6/89
Limestone Estates             Limestone, ME            25            6/89
Eagle's Bay                   Beaufort, NC             40            6/89
Teton View                    Rigby, ID                40            6/89
Albany                        Albany, KY               24            7/89
Burkesville                   Burkesville, KY          24            7/89
Scotts Hill                   Scotts Hill, TN          12            7/89
Sage                          Gallup, NM               44            7/89
Claremont                     Cascade, ID              16            8/89
Divernan                      Divernon, IL             12            8/89
Middleport                    Middleport, NY           25            9/89
Oakwood Apts.                 Columbus, NE             24            9/89
Morgantown                    Morgantown, IN           24            9/89
Ashburn Housing               Ashburn, GA              41            9/89
Cuthbert Elderly              Cuthbert, GA             32            9/89
Sandhill Forest               Melrose, FL              16            9/89
Oakwood Grove                 Crescent City, FL        36            9/89
Hastings Manor                Hastings, FL             24            9/89
Lakewood Apts.                Norfolk, NE              72            9/89
Robinhood Apts.               Springfield, TN          48            9/89
Skyview Terrace               Springfield, TN          48            9/89
Mabank 1988                   Mabank, TX               42            9/89
Buena Vista                   Buena Vista, GA          25            9/89
Woodcroft                     Elizabethtown, NC        32            9/89
Spring Creek                  Quitman, GA              18           10/89
Spring Creek                  Cherokee, AL             24           11/89
Milton Elderly                Milton, FL               43           11/89
Winder Apartments             Winder, GA               48           11/89
Hunters Ridge                 Killen, AL               40           12/89
Stone Arbor                   Madison, NC              40           12/89
Greeneville                   Greeneville, TN          40           12/89
Centralia II                  Centralia, IL            24           12/89
Poteau IV                     Poteau, OK               32           12/89
Barling                       Barling, AR              48           12/89
Booneville                    Booneville, AR           50           12/89
Augusta                       Augusta, KS              66           12/89
Meadows                       Farmville, VA            40           12/89
Kenly Housing                 Kenly, NC                48            2/90
Fairview South                Athens, TX               44            2/90
River Road Apts.              Waggaman, LA             43            2/90
Middlefield                   Middlefield, OH          36            3/90
Floresville                   Floresvile, TX           40            3/90
Mathis Retirement             Mathis, TX               36            3/90
Sabinal Housing               Sabinal, TX              24            3/90
Kingsland Housing             Kingsland, TX            34            3/90
Crestwood Villa II            Crestline, OH            36            3/90
Poteau Prop. III              Poteau, OK               19            4/90
Decatur Properties            Decatur, AR              24            4/90
Broken Bow Prop II            Broken Bow, OK           46            4/90
Turtle Creek II               Grove, OK                42            4/90
Pleasant Valley               Grangeville, ID          32            4/90
Hartwell Elderly              Hartwell, GA             24            4/90
Pulaski Village               Pulaski, VA              44            7/90
Southwood Apts.               Jacksonville, TX         40            7/90
                                                    ----- 

Total                                               3,110 

The average effective rental per unit is $3,475 per year ($290 per
month).
<PAGE>
Item 2 - Properties (continued):

                                   12/31/96                         12/31/96
                                   Property                        Occupancy
Partnership                            Cost                             Rate
-----------                        --------                        ---------

Laynecrest                    $  1,860,570                              100%
Martindale                       1,174,715                              100%
La Villa Elena                   1,834,277                               94%
Rio Abajo                        1,713,156                               98%
Fortville II                       809,473                              100%
Summitville                        879,511                               88%
Suncrest                         2,131,169                              100%
Brandywine III                   1,265,521                               97%
Concord IV                       1,350,179                               94%
Dunbarton Oaks III               1,338,637                               97%
Federal Manor                    1,448,417                              100%
Laurel Apts                      1,350,767                               97%
Mulberry Hill IV                   725,157                              100%
Madison                          1,439,849                              100%
Hannah's Mill                    1,812,786                               92%
Longleaf Apts.                   1,192,947                               97%
Sylacauga Garden                 1,607,002                              100%
Monroe Family                    1,788,673                               92%
Clayfed Apartments                 977,595                              100%
Westside Apts.                   1,565,112                              100%
Casa Linda                       1,677,613                              100%
Rivermeade                       3,044,152                               97%
Laurel Woods                     1,549,636                               98%
Keysville                          913,795                              100%
Crosstown                        5,927,779                               98%
Riverside Apts.                  1,423,971                               95%
Brookshire Apts.                 1,723,393                               96%
Sandridge Apts.                  1,632,755                              100%
Limestone Estates                1,414,221                               96%
Eagle's Bay                      1,931,083                              100%
Teton View                       1,778,615                              100%
Albany                             934,862                               96%
Burkesville                        913,773                               88%
Scotts Hill                        501,138                              100%
Sage                             1,828,621                               93%
Claremont                          570,213                               94%
Divernan                           497,265                               83%
Middleport                       1,167,852                              100%
Oakwood Apts.                      963,152                              100%
Morgantown                         955,695                               92%
Ashburn Housing                  1,300,760                               98%
Cuthbert Elderly                 1,028,295                               97%
Sandhill Forest                    573,763                               88%
Oakwood Grove                    1,238,587                               78%
Hastings Manor                     864,376                               96%
Lakewood Apts.                   2,979,452                               97%
Robinhood Apts.                  1,807,695                              100%
Skyview Terrace                  1,475,370                               98%
Mabank 1988                      1,347,754                              100%
Buena Vista                        815,627                               96%
Woodcroft                        1,489,965                              100%
Spring Creek                       607,608                               94%
Spring Creek                       636,688                              100%
Milton Elderly                   1,342,395                              100%
Winder Apartments                1,766,010                               98%
Hunters Ridge                    1,420,816                               90%
Stone Arbor                      1,874,064                               98%
Greeneville                      1,521,125                              100%
Centralia II                       996,364                              100%
Poteau IV                          716,016                               88%
Barling                          1,152,864                               94%
Booneville                       1,682,587                               96%
Augusta                          2,381,719                              100%
Meadows                          1,588,193                              100%
Kenly Housing                    1,666,432                               94%
Fairview South                   1,325,900                              100%
River Road Apts.                 1,478,045                               98%
Middlefield                      1,327,085                               97%
Floresville                      1,310,902                               96%
Mathis Retirement                1,083,532                               97%
Sabinal Housing                    779,515                              100%
Kingsland Housing                1,161,004                              100%
Crestwood Villa II               1,371,933                               94%
Poteau Prop. III                   583,005                               88%
Decatur Properties                 969,816                              100%
Broken Bow Prop II               1,957,868                               98%
Turtle Creek II                  1,558,446                               98%
Pleasant Valley                  1,443,382                              100%
Hartwell Elderly                   821,329                              100%
Pulaski Village                  1,785,352                              100%
Southwood Apts.                  1,203,598                               93%
                              ------------ 

Total                         $114,050,334 

The average effective occupancy rate at December 31, 1996 was 97.0%
<PAGE>
Item 2 - Properties (continued):

A summary of the cost of the properties, excluding Sparta, at
December 31, 1996, 1995 and 1994 is as follows:


                                                        December 31,     
                                                      1996        1995   
                                                      ----        ----   

Land                                         $  5,110,980   $  5,142,980 
Land Improvements                               1,610,178      1,809,982 
Buildings                                     102,790,145    103,331,434 
Furniture and Fixtures                          4,539,031      4,499,828 
                                             ------------   ------------ 
Properties, at Cost                           114,050,334    114,784,224 
Less:  Accumulated Depreciation                27,941,689     24,594,181 
                                             ------------   ------------ 
Properties, Net                              $ 86,108,645   $ 90,190,043 
                                             ============   ============ 

                                                             December 31,
                                                                  1994   
                                                                  ----   

Land                                                        $  5,142,730 
Land Improvements                                              1,801,470 
Buildings                                                    103,319,305 
Furniture and Fixtures                                         4,036,535 
                                                            ------------ 
Properties, at Cost                                          114,300,040 
Less:  Accumulated Depreciation                               21,323,768 
                                                            ------------ 
Properties, Net                                             $ 92,976,272 
                                                            ============ 

<PAGE>
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.


                                              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, 1997
   
Limited Partnership Interest                                        2,060
General Partner Interest                                                2
<PAGE>
   
Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
                                      1997           1996              1995 
                                      ----           ----              ---- 

Total Revenues                     249,627        227,632           229,530 
Net Loss                        (1,766,212)    (1,507,296)       (2,441,636)
Equity in Losses
 of Project Partnerships        (1,365,627)    (1,135,565)       (2,088,642)
Total Assets                     8,092,005      8,839,600        10,142,829 
Investments in
 Project Partnerships            4,562,124      5,935,650         7,195,516 
Per Limited Partnership
 Unit Outstanding: 
Net Loss                            (68.39)        (58.37)           (94.55)
Passive Loss (A)                   (135.00)       (127.80)          (126.00)
Portfolio Income (A)                 17.30          17.10             15.90 
Tax Credits (A)                     148.70         148.30            148.20 


                                                     1994              1993 
                                                     ----              ---- 
Total Revenues                                    264,345           175,549 
Net Loss                                       (2,366,043)       (2,453,545)
Equity in Losses
 of Project Partnerships                       (1,972,346)       (1,963,800)
Total Assets                                   12,334,922        14,455,286 
Investments in
 Project Partnerships                           9,378,713        11,357,747 
Per Limited Partnership
 Unit Outstanding: 
Net Loss                                           (91.62)           (95.01)
Passive Loss (A)                                  (129.50)          (117.96)
Portfolio Income (A)                                15.50             13.74 
Tax Credits (A)                                    148.00            147.67 

   (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, 1997, 1996 and 1995. 
Total expenses were comparable for the years ended March 31, 1996
and 1995.  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 the operating
expenses of Sparta.

   Equity in Losses of Project Partnerships for the year ended March
31, 1996 decreased from $2,088,642 for the year ended March 31,
1995 to $1,135,565 as a result of not including losses of $660,883,
as these losses would reduce the investment in certain Project
Partnerships below zero.  The Equity in Losses of Project
Partnerships increased 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, 1996,
December 31, 1995, and December 31, 1994, the 81 Project
Partnerships reported depreciation and amortization expense of
$3,685,935, $3,316,673, and $4,137,837, 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.

   1) 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 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.  

   2) A property located in Killen, Alabama experienced significant
cash flow shortages due to a recent occupancy problem created by
competition from a new 80 unit complex located nearby.   The
management company and local general partners are working
diligently to improve occupancy.  As of March 1997, occupancy was
90%.  

   There were no cash distributions paid in the fiscal years ended
March 31, 1995, 1996, and 1997 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, 1997, Gateway had $445,969 of short
term investments (Cash and Cash Equivalents).  It also had
$2,349,025 in Zero Coupon Treasuries with maturities providing
$375,000 in fiscal year 1998 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, 1997, Gateway received $87,273 in
cash distributions from the Project Partnerships and it received
$357,000 from the matured Zero Coupon Treasuries.  The General and
Administrative operating costs were $80,923 and the Asset
Management Fee actually paid was $306,217.  
 

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, 1997 and 1996 and the related combined statements of
operations, partners' equity, and cash flows for each of the three
years in the period ended March 31, 1997.  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, 1997, the investments in which are
recorded using the equity method of accounting.  The investments in
these partnerships represent 92% and 91% of the total investment in
Project Partnerships and 52% and 61% of the Partnership's assets as
of March 31, 1997 and 1996, and the equity in their losses
represents 88%, 73% and 85% of the equity in losses of the Project
Partnerships for the years ended March 31, 1997, 1996 and 1995. 
Those 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, 1997 and 1996 and the
results of its operations and its cash flows for each of the three
years in the period ended March 31, 1997, 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
June 20, 1997<PAGE>
PART I - Financial Information
   Item 1.  Financial Statements
                                   GATEWAY TAX CREDIT FUND, LTD.
                                  (A Florida Limited Partnership)
                                      COMBINED BALANCE SHEETS

                                                  MARCH 31,        MARCH 31,
                                                     1997            1996   
                                                 -----------      ----------
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  445,969      $  403,542 
   Accounts Receivable                                1,426               0 
   Investments in Securities                        353,436         336,350 
   Prepaid Insurance                                    358               0 
   Tenant Security Deposits                           3,216               0 
                                                 -----------     ---------- 
     Total Current Assets                           804,405         739,892 

   Investments in Securities                      1,995,589       2,164,058 
   Investments in Project
      Partnerships, Net                           4,562,124       5,935,650 
   Replacement Reserves                              15,205               0 
   Rental Property at cost, Net                     714,682               0 
                                                 ----------      ---------- 
       Total Assets                              $8,092,005      $8,839,600 
                                                 ==========      ========== 
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $  335,155      $  333,494 
   Accrued Real Estate Taxes                         17,642               0 
   Tenant Security Deposits                           2,980               0 
   Accrued Management Fees                            5,177               0 
                                                 ----------      ---------- 
                                                    360,954         333,494 
Long-Term Liabilities:
   Payable to General Partners                    2,100,459       1,904,659 
   Mortgage Note Payable                            822,897               0 
                                                 ----------      ---------- 
       Total Liabilities                          2,923,356       1,904,659 
                                                 ----------      ---------- 
Minority Interest in Local
   Limited Partnership                              (27,540)              0 

Partners' Equity:
   Limited Partners (25,566
    units outstanding at
    March 31, 1997 and 1996                       5,010,872       6,759,422 
   General Partners                                (175,637)       (157,975)
                                                 ----------      ---------- 
     Total Partners' Equity                       4,835,235       6,601,447 
                                                 ----------      ---------- 
    Total Liabilities and
          Partners' Equity                       $8,092,005      $8,839,600 
                                                 ==========      ========== 

                          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,


                                   1997               1996              1995   
                               -----------        ----------       ----------- 
Revenue:
   Rental                    $     14,111      $          0       $          0 
   Interest Subsidy                14,499                 0                  0 
   Interest Income                220,055           227,632            229,530 
   Miscellaneous                      962                 0                  0 
                             -------------     -------------      ------------ 
     Total Revenue                249,627           227,632            229,530 

Expenses:
   Asset Management Fee-
     General Partner              502,017           502,333             503,482
   General and Administrative-
     General Partner               25,316            25,447             31,168 
   General and Administrative-
     Other                         55,607            50,476             46,399 
   Rental Operating
     Expenses                      14,708                 0                  0 
   Interest                        16,226                 0                  0 
   Depreciation                     7,592                 0                  0 
   Amortization                    30,140            21,107              1,475 
                             -------------     -------------      ------------ 
     Total Expenses               651,606           599,363            582,524 

Loss Before Equity in Losses of
 Project Partnerships            (401,979)         (371,731)          (352,994)
Equity in Losses of Project
 Partnerships                  (1,365,627)       (1,135,565)        (2,088,642)
Minority Interest in Loss of
 Combined Project
 Partnership                        1,394                 0                  0 
                             -------------     -------------      -------------
Net Loss                     $ (1,766,212)     $ (1,507,296)      $ (2,441,636)
                             =============     =============      =============
Allocation of Net Loss:
   Limited Partners          $ (1,748,550)     $ (1,492,223)      $ (2,417,220)
   General Partners               (17,662)          (15,073)           (24,416)
                             -------------     -------------      -------------
                             $ (1,766,212)     $ (1,507,296)      $ (2,441,636)
                             =============     =============      =============
Net Loss Per Number of 
 Limited Partnership Units   $     (68.39)     $     (58.37)      $     (94.55)
   
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, 1997, 1996 AND 1995:


                                 Limited            General 
                                 Partners          Partners             Total  
                               -----------       -----------        -----------

Balance at
 March 31, 1994               $10,668,865         $(118,486)       $10,550,379 

Net Loss                       (2,417,220)          (24,416)        (2,441,636)
                              ------------        ----------       ------------
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 
                              ============        ==========       ============




                          See accompanying notes to financial statements.


<PAGE>
                                   GATEWAY TAX CREDIT FUND, LTD.
                                  (A Florida Limited Partnership)
                                     STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:

                                    1997              1996               1995  
                               -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $(1,766,212)      $(1,507,296)       $(2,441,636)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Used in Operating Activities:
     Amortization                  30,140            21,107              1,475 
     Depreciation                   7,592                 0                  0 
     Accreted Interest Income
     on Investments in
     Securities                  (205,617)         (215,038)          (221,104)
     Equity in Losses of
      Project Partnerships      1,365,627         1,135,565          2,088,642 
     Minority Interest In Losses
      of Combined Project
      Partnership                  (1,394)                0                  0 
     Interest Income from Redemption
      of Securities               135,745           110,537             81,237 
      Changes in Operating Assets
      and Liabilities:
       Decrease in Accounts
         Receivable                10,289                 0                  0 
       Decrease in Prepaid 
         Insurance                  1,083                 0                  0 
       Decrease in Accounts
         Payable                   (9,897)                0                  0 
       Increase in Replacement
         Reserves                 (10,729)                0                  0 
       Decrease in Security
         Deposits                    (220)                0                  0 
       Decrease in Accrued
         Real Estate Taxes         (2,358)                0                  0 
       Increase in Payable to
         General Partners         197,461           204,067            249,544 
                              ------------      ------------       ------------
         Net Cash Used in
         Operating
         Activities              (248,490)         (251,058)          (241,842)
                              ------------       -----------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships          87,273           103,193             93,080 
   Redemption of Investment
     in Securities                221,255           227,463            153,763 
                              ------------      ------------       ------------
         Net Cash Provided by
         Investing
         Activities               308,528           330,656            246,843 
                              ------------      ------------       ------------
<PAGE>
Cash Flows from Financing Activities:
   Principal Payment
     on Debt                         (329)                0                  0 
   Proceeds from Loan               5,178                 0                  0 
   Repayments to
     Affiliates                   (22,534)                0                  0 
                              ------------      ------------       ------------
         Net Cash Used in
         Financing
         Activities               (17,685)                0                  0 
                              ------------      ------------       ------------

Increase in Cash and 
 Cash Equivalents                  42,353            79,598              5,001 
Cash and Cash Equivalents at
 Beginning of Year                403,616           323,944            318,943 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   445,969       $   403,542        $   323,944 
                              ============      ============       ============


Supplemental Cash Flow Information:

   Interest Paid              $     6,906       $         0        $        0  
                              ============      ===========        =========== 


                          See accompanying notes to financial statements.


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

                      NOTES TO COMBINED FINANCIAL STATEMENTS

                             March 31, 1997, 1996 AND 1995  

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 and Village Apartments of Sparta Limited
Partnership ("Combined Entity"), a Project Partnership in which
Gateway has invested.  As of October 1, 1996, an affiliate of
Gateway's Managing General Partner, Value Partners, Inc. became the
general partner of the Combined Entity.  Since the general partner
of the Combined Entity is now an affiliate of Gateway, these
combined financial statements include the financial activity of the
Combined Entity for the period from October 1, 1996 through
December 31, 1996.  All significant intercompany balances and
transactions have been eliminated.  Gateway has elected to report
the results of operations of the Combined Entity 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 Entity, 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,
   3)  Decreased for the amortization of the acquisition fees and
   expenses,
   4)  In certain Project Partnerships, where Gateway's investment
   was greater than Gateway's pro-rata share of the book value of
   the underlying assets, decreased for the amortization of the
   difference; and
   5)  In certain Project Partnerships, where Gateway's investment
   was less than Gateway's pro-rata share of the book value of the
   underlying assets, increased for the accretion of the
   difference.

   Amortization and accretion are calculated on a straight-line
basis over 35 years, as this is the average estimated useful life
of the underlying assets.  The net amortization and accretion are
shown 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.

   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 1996 and 1995 figures have been
reclassified, where appropriate, to conform with the financial
statement presentation used in 1997.


NOTE 3 - INVESTMENT IN SECURITIES:

   The March 31, 1997 Balance Sheet includes Investments in
Securities equal to $2,349,025 ($353,436 and $1,995,589).  These
investments consist of U. S. Treasury Security Strips at their
cost, plus accreted interest income of $933,575.  The estimated
market value at March 31, 1997 of these debt securities is
$2,488,791 resulting in a gross unrealized gain of $139,766. 

  As of March 31, 1997, the cost and accreted interest by
contractual maturities is as follows:

    Due within 1 year                                             $  353,436
    After 1 year through 5 years                                   1,317,113
    After 5 years through 10 years                                   678,476
                                                                  ----------
    Total Amount Carried on Balance Sheet                         $2,349,025
                                                                  ==========

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, 1997, 1996 and 1995 were $502,017, $502,333 and
$503,482, 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, 1997,
1996 and 1995 were $25,316, $25,447 and $31,168, respectively.


NOTE 5 - PROPERTY, PLANT AND EQUIPMENT
  
  A summary of the property, plant and equipment 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 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
   -----------                      ------
   12/31/97                    $         0
   12/31/98                            342
   12/31/99                          1,391
   12/31/00                          1,424
   12/31/01                          1,459
   Thereafter                      818,281
                               -----------
   Total                       $   822,897
                               ===========
<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:
                                                            
                                   1997             1996               1995    
                                   ----             ----               ----    

Net Loss per Financial
  Statements                 $ (1,766,212)     $ (1,507,296)      $ (2,441,636)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes                         (417,417)         (919,755)           (89,161)

Losses suspended for financial
reporting purposes             (1,081,456)         (660,883)          (569,854)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                21,703            37,073            (56,810)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee            196,393           208,040            249,234 
  Amortization Expense             11,468           (13,070)            63,028 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $ (3,035,521)     $ (2,855,891)      $ (2,845,199)
                             =============     =============      =============

Federal Low Income            December 31,      December 31,       December 31,
Housing Tax Credits               1996              1995                1994   
                             -------------      ------------       ------------

                             $   3,842,287     $   3,830,702      $   3,828,025
                             =============     =============      =============

The Partnership's Investment in Project Partnerships is
approximately $6,300,000 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, 1997, the Partnership owned a 99% limited partner
ownership interest in 81 Project Partnerships, excluding the
Combined Entity at March 31, 1997,  which own and operate
government assisted multi-family housing complexes.

   The following is a summary of Investments in Project
Partnerships, excluding the Combined Entity at March 31, 1997:

                                                   March 31,          March 31,
                                                      1997              1996   
                                                   ---------          ---------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                          $ 18,061,129       $ 18,212,885 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                            (64,627)           (67,517)

Cumulative equity in losses of
Project Partnerships (2)                        (14,741,418)       (13,637,061)

Cumulative distributions received
from Project Partnerships                          (497,286)          (410,013)

Acquisition fees and expenses                     2,254,715          2,254,715 

Accumulated amortization of
acquisition fees and expenses                      (450,389)          (417,359)
                                               -------------      -------------

Investments in
 Project Partnerships                          $  4,562,124       $  5,935,650 
                                               ============       =============

(1) Includes amounts representing the excess of purchase price over
the book value of the underlying assets of the Project
Partnerships.  At March 31, 1997 these excess costs were $566,298
and at March 31, 1996 these excess costs were $579,459.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $2,821,826 for the period ended March 31, 1997
and cumulative suspended losses of $1,740,370 for the year ended
March 31, 1996 are not included.
<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            $  8,640,544      $  8,116,228       $  7,705,141 
   Investment properties,
      net                      86,108,645        90,190,043         92,976,272 
   Other assets                   270,537           313,200            370,219 
                             -------------     -------------      -------------
     Total assets            $ 95,019,726      $ 98,619,471       $101,051,632 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $  2,879,571      $  2,902,474       $  3,022,016 
   Long-term debt              93,255,821        94,360,342         94,618,092 
                             -------------     -------------      -------------
     Total liabilities         96,135,392        97,262,816         97,640,108 

Partners' Equity
   Limited Partner               (101,396)        2,339,568          4,152,333 
   General Partners            (1,014,270)         (982,913)          (740,809)
                             -------------     -------------      -------------
                               (1,115,666)        1,356,655          3,411,524 
     Total liabilities and
     partners' equity        $ 95,019,726      $ 98,619,471       $101,051,632 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $ 16,964,448      $ 16,868,404       $ 16,646,882 
Expenses:
   Operating expenses           7,365,924         6,968,042          6,607,610 
   Interest expense             8,388,303         8,471,083          8,575,691 
   Depreciation and
     amortization               3,685,935         3,316,673          4,137,837 
                             -------------     -------------      -------------
     Total expenses            19,440,161        18,755,798         19,321,138 

       Net loss              $ (2,475,713)     $ (1,887,394)      $ (2,674,256)
                             =============     =============      =============
   Other partners' share
    of net loss              $    (28,630)     $    (90,946)      $    (15,760)
   Partnership's share
    of net loss              $ (2,447,083)     $ (1,796,448)      $ (2,658,496)
     Suspended loss             1,081,456           660,883            569,854 
   Equity in Loss of         -------------     -------------      -------------
      Project Partnerships   $ (1,365,627)     $ (1,135,565)      $ (2,088,642)
                             =============     =============      =============

As of December 31, 1996 and 1995, the largest Project Partnership
constituted 6.4% and 7.3% of the combined total assets and combined
total revenues.
    <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 53, 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 36, 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 41, 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 50, 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 34, 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, 1997, 1996 and 1995.

   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, 1997, 1996 and 1995 were $502,017, $502,333 and
$503,482, 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, 1997,
1996 and 1995 were $25,316, $25,447 and $31,168, respectively.

<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, 1996 and 1995, 
and the related statements of income, partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the results of 
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.


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

January 25, 1997
<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
                                   ----------------------------
Partners 
Clayfed Apartments, Ltd.
(A Colorado Limited Partnership)
Denver, CO

We have audited the accompanying balance sheets of Clayfed
Apartments, HUD Project No. C099-K094-007 (A Colorado Limited
Partnership), as of December 31, 1996, 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, 1996  
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, 1997 on our consideration of the
Clayfed Apartments internal control structure, a report dated
February 18, 1997 on its compliance with laws and regulations, a 
report dated February 18, 1997 on its compliance with major HUD
program requirements, a report dated February 18, 1997 on its
compliance with nonmajor HUD program requirements and a report
dated February 18, 1997 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 18, 1997
<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
                                   ----------------------------
Partners 
Clayfed Apartments, Ltd.
(A Colorado Limited Partnership)
Denver, CO

We have audited the accompanying balance sheets of Clayfed
Apartments, HUD Project No. C099-K094-007 (A Colorado Limited
Partnership), as of December 31, 1995, 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, 1995  
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 January 31, 1996 on our consideration of the
Clayfed Apartments internal control structure, a report dated
January 31, 1996 on its compliance with laws and regulations, a
report dated January 31, 1996 on its compliance with major HUD
program requirements, a report dated January 31, 1996 on its
compliance with nonmajor HUD program requirements and a report
dated January 31, 1996 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
January 31, 1996
<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, 1996 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, 1996  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 19, 1997 on our consideration of the
Clayfed Apartments internal control structure, a report dated
February 19, 1997 on its compliance with laws and regulations, a 
report dated February 19, 1997 on its compliance with major HUD
program requirements, a report dated February 19, 1997 on its
compliance with nonmajor HUD program requirements and a report
dated February 19, 1997 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, 1997
<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, 1995 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, 1995  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 January 31, 1996 on our consideration of the
Clayfed Apartments internal control structure, a report dated
January 31, 1996 on its compliance with laws and regulations, a
report dated January 31, 1996 on its compliance with major HUD
program requirements, a report dated January 31, 1996 on its
compliance with nonmajor HUD program requirements and a report
dated January 31, 1996 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
January 31, 1996
<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
Madison, 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, 1996 and 1995, 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 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' 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, 1996 and 1995, 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, 1997 on our consideration of
Madison, Ltd. internal control structure and a report dated
February 4, 1997 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, 1997
<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, 1996 and 1995, 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 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' 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, 1996 and 1995,
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, 1997 on our consideration of
Middlefield, Limited's internal control structure and a report
dated February 4, 1997 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, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
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, 1996 and 1995, 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, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Ashburn Housing, Ltd.'s internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.


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

January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
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, 1996 and 1995, and the related
statements of income, partners' equity (deficit) and cash flows for
the years then ended. The financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Buena Vista Housing Ltd.'s internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.


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

January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
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, 1996 and 1995, 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
Cuthbert Elderly Housing, Ltd. as of December 31, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Cuthbert Elderly Housing Ltd.'s internal control structure and a 
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
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, 1996 and 1995, 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
Hannah's Mill Apartments, Ltd. as of December 31, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Hannah's Mill Apartments, Ltd.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.


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

January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
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, 1996 and 1995, and the related statements of
income, partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Milton Elderly Housing, Ltd.'s internal control structure and its
compliance with laws and regulations.


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

January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
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, 1996 and 1995, 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, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Winder Apartments, Ltd.'s internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.


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

January 24, 1997
<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, 1996 and 1995, 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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

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 through II for the year ended December 31, 1996 and
1995, 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 19, 1997 on my consideration of
Sylacauga Garden Apartments III, Ltd., internal control structure
and a report dated February 19, 1997 on its compliance with laws
and regulations.


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

February 19, 1997
<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, 
1996 and December 31, 1995, 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, 1996 and December 31,1995, 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 5, 1997 on our consideration of
River Road Apartments, A Louisiana Partnership in Commendam's
internal control structure and a report dated  February 5, 1997 on
its compliance with laws and regulations.


/s/ Cole, Evans & Peterson
Certified Public Accountants

February 5, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
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, 1996 and 1995, 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 U.S. General
Accounting Office.  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, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 on our consideration of
the internal control structure of SUN VALLEY APARTMENTS, A DIVISION
OF AUGUSTA PROPERTIES, (A LIMITED PARTNERSHIP), and on its
compliance with  certain provisions of laws, regulations, contracts
and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
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, 1996 and 1995, 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 U.S. General
Accounting Office.  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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 on our consideration of
the internal control structure of BOONEVILLE PROPERTIES, (A LIMITED
PARTNERSHIP) D/B/A LANI-K APARTMENTS and on its compliance with  
certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
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, 1996 and 1995, 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 U.S. General
Accounting Office.  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, 1996 and 1995, and the results of its operations 
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 on our consideration of
the internal control structure of BARLING PROPERTIES, A LIMITED
PARTNERSHIP D/B/A BARLING PLACE APARTMENTS and on its compliance 
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
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, 1996 and 1995, 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 U.S. General
Accounting Office.  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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 on our consideration of
the internal control structure of POTEAU PROPERTIES IV, A LIMITED
PARTNERSHIP D/B/A EL CONQUISTADOR APARTMENTS and on its compliance
with  certain provisions of laws, regulations, contracts and
grants.


/s/ Baird, Kurtz, & Dobson CPA

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
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, 1996 and 1995, 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 U.S. General
Accounting Office.  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, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 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 on its 
compliance with  certain provisions of laws, regulations, contracts
and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
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, 1996 and 1995, 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 U.S. General
Accounting Office.  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, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 17, 1997 on our consideration of
the internal control structure of BROKEN BOW PROPERTIES II, A
LIMITED PARTNERSHIP D/B/A OAKWOOD VILLAGE II APARTMENTS and on its
compliance with  certain provisions of laws, regulations, contracts
and grants.


/s/ Baird, Kurtz, & Dobson CPA

February 17, 1997
<PAGE>
LaFollette, Jansa, Brandt & Co.
P.O. Box 945 - 622 S. Minnesota Avenue
Sioux Falls, SD 57101
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, 1996 and 1995, and the related statements of
operations,  changes in partners' equity (deficit) and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.



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

January 16, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
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, 1996 
and 1995, 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 Monroe
Family, Ltd., RHS Project No.: 11-047-581768407. as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

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, 1997, 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, 1997
<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, 1996 and 1995, and the
related statements of income, partnership 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 handbook, 
dated 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
Brandywine III Limited Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 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, 1997
<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, 1996 and 1995, and the
related statements of income, partnership 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 handbook, 
dated 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 Concord
IV Limited Partnership as of December 31, 1996 and 1995, and the 
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 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, 1997
<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, 1996 and 1995, and the
related statements of income, partnership 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 handbook, 
dated 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
Dunbarton Oaks III Limited Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 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, 1997
<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, 1996 and 1995, and the
related statements of income, partnership 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 handbook, 
dated 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 Federal
Manor III Limited Partnership as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 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, 1997
<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, 1996 and 1995, 
and the related statements of income, partnership 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 handbook, 
dated 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 Laurel
Apartments Limited Partnership as of December 31, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997 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, 1997
<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, 1996 and 1995, 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, 1996 and 1995, 
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 22, 1997 on our consideration of
Middleport Limited Partnership's internal control structure and a
report dated January 22, 1997 on its compliance with laws and
regulations.


/s/ Grana & Teibel, CPAs, P.C.
Certified Public Accountants
January 22, 1997
<PAGE>
Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28334
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, 1996 and
1995, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997  on our consideration of
Kenly Housing Associates' internal control structure and a report
dated January 31, 1997 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.  Schedules 1, 2, 3 and 4 on
pages 14, 15, 16, and 17 are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements.  Such information has been subjected to the
auditing procedures applied in the audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the financial statements taken as a whole.



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

January 31, 1997
<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,
1996 and 1995, 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
Oakwood Grove, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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 9 to 15 is presented for the purposes of
additional analysis and are not a required part of the basic
financial statements. The information on pages 9 to 14  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 15, 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.


In accordance with Government Auditing Standards, we have also
issued a report dated January 22, 1997 on our consideration of
Oakwood Grove, Ltd.'s internal control structure and a report dated 
January 22, 1997 on its compliance with laws and regulations.


/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants

January 22, 1997
<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,
1996 and 1995, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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 10 to 17 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 16  has been
subjected to the auditing procedures applied in the audit of the 
basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken
as a whole. The information on page 17, which is of a nonaccounting
nature, has not been subjected to the auditing procedures applied
in the audit of the basic financial statements, and we express no
opinion on it.


In accordance with Government Auditing Standards, we have also
issued a report dated January 22, 1997 on our consideration of
Sandhill Forest, Ltd.'s internal control structure and a report
dated  January 22, 1997 on its compliance with laws and
regulations.


/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants

January 22, 1997
<PAGE>
Dauby O'Connor & Zaleski LLC
8395 Keystone Crossing, Suite 203
Indianapolis, IN 46240
PHONE:  317-259-6857
FAX:  317-259-6861

                                   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,
1996 and 1995, 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, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997, on our consideration of the
Partnership's internal control structure and a report dated January
31, 1997, 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 RECD
and should not be used for any other purpose.


/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Indianapolis, Indiana
January 31, 1997
<PAGE>
Dauby O'Connor & Zaleski LLC
8395 Keystone Crossing, Suite 203
Indianapolis, IN 46240
PHONE:  317-259-6857
FAX:  317-259-6861

                                   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,
1996 and 1995, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997, on our consideration of the
Partnership's internal control structure and a report dated January
31, 1997, 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 RECD
and should not be used for any other purpose.


/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Indianapolis, Indiana
January 31, 1997
<PAGE>
Dauby O'Connor & Zaleski LLC
8395 Keystone Crossing, Suite 203
Indianapolis, IN 46240
PHONE:  317-259-6857
FAX:  317-259-6861

                                   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,
1996 and 1995, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997, on our consideration of the
Partnership's internal control structure and a report dated January
31, 1997, 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
Indianapolis, Indiana
January 31, 1997
<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 

I have audited the accompanying balance sheets of Greeneville
Limited Partnership, D/B/A Greeneville Landing Apartments, as of 
December 31, 1996 and 1995, and the related statements of
operations, partners' equity and cash flows for the years then
ended.  These financial statements are the responsibility of the 
Partnership's management.  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. 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, 1996 and 1995, and the results of 
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the 
basic financial statements taken as a whole.  The supplemental
information on page 11 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the 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 15, 1997 on my consideration of
Greeneville Limited Partnership's internal control structure and a
report dated February 15, 1997 on its compliance with laws and
regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<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, D/B/A Pulaski Village Apartments, as of
December 31, 1996 and 1995, and the related statements of
operations, partners' equity and cash flows for the years then
ended.  These financial statements are the responsibility of the 
Partnership's management.  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. 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, D/B/A Pulaski Village
Apartments as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the 
basic financial statements taken as a whole.  The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the 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 15, 1997 on my consideration of
Pulaski Village Limited Partnership's internal control structure 
and a report dated February 15, 1997 on its compliance with laws 
and regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
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,
1996 and 1995, 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, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 on our consideration of the
internal control structure of Kingsland Housing, Ltd.-(A Texas
Limited Partnership) and a report dated February 5, 1997, on its 
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants

February 5, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
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,
1996 and 1995, 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,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of the
internal control structure of Mathis Retirement, Ltd.-(A Texas
Limited Partnership) and a report dated February 3, 1997, on its 
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants

February 3, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
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, 1996 and
1995, 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, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 4, 1997 on our consideration of the
internal control structure of Floresville Housing, Ltd.-(A Texas 
Limited Partnership) and a report dated February 4, 1997, on its 
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants

February 4, 1997
<PAGE>
Leavitt, Christensen & Co.
960 Broadway Avenue, Suite 505
Boise, ID 83706
PHONE:  208-336-8666
FAX:  208-336-8741

                                   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, 1996 and 1995, 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 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 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 5, 1997
<PAGE>
Leavitt, Christensen & Co.
960 Broadway Avenue, Suite 505
Boise, ID 83706
PHONE:  208-336-8666
FAX:  208-336-8741

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

We have audited the accompanying balance sheets of Pleasant Valley
Housing Limited Partnership  as of December 31, 1996 and 1995, 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 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, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 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 5, 1997
<PAGE>
Dixon, Odom & Co.
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  910-889-5156
FAX:  910-889-6168

                                   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, 1996 and 1995, and the
related statements of operations, partners' equity (deficit), and
cash flows for the years then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 on our consideration of
Eagles Bay Limited Partnership's internal control structure and a
report dated February 5, 1997 on 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 10 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the audit
procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.


/s/ Dixon, Odom & Co.
Certified Public Accountants

February 5, 1997
<PAGE>
Dixon, Odom & Co.
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  910-889-5156
FAX:  910-889-6168

                                   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, 1996 and 1995, and the
related statements of operations, partners' equity (deficit), and
cash flows for the years then ended.  These financial statements
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Stone Arbor Limited Partnership's internal control structure and a
report dated February 7, 1997 on 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 & Co.
Certified Public Accountants

February 7, 1997
<PAGE>
Bernard Robinson & Co.
P. O. Box 19608
Greensboro, NC 27419-9608
PHONE:  910-294-4494
FAX:  910-547-0840

                                   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, 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.  The financial statements  of
Suncrest Limited Partnership as of December 31, 1995, were audited
by other auditors whose report dated January 22, 1996, expressed an
unqualified opinion on those statements.

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
Suncrest Limited Partnership  as of 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 January 23, 1997 on our consideration of the
internal control system of Suncrest Limited Partnership and a
report dated  January 23, 1997 on its compliance with laws and
regulations.

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.
Certified Public Accountants
Greensboro, North Carolina
January 23, 1997
<PAGE>
Dixon, Odom & Co.
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  910-889-5156
FAX:  910-889-6168

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

We have audited the accompanying balance sheets of Suncrest Limited
Partnership as of December 31, 1995 and 1994, and the related
statements of operations, partners' equity (deficit), and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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
Suncrest Limited Partnership as of December 31, 1995 and 1994, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 20, 1996 on our consideration of
Woodcroft Limited Partnership's internal control structure and a 
report dated January 20, 1996 on 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 & Co.
Certified Public Accountants

January 20, 1996
<PAGE>
Dixon, Odom & Co.
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  910-889-5156
FAX:  910-889-6168

                                   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, 1996 and 1995, and the
related statements of operations, partners' equity (deficit), and
cash flows for the years then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 6, 1997 on our consideration of
Woodcroft Limited Partnership's internal control structure and a 
report dated February 6, 1997 on 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 & Co.
Certified Public Accountants

February 6, 1997
<PAGE>
Brockway, Chupik, Gersbach & Neimeier, P.C.
P.O. Box 4083
Temple, TX 76505-4083
PHONE:  817-773-9907
FAX:  817-773-1570

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

We have audited the accompanying balance sheets of Mabank 1988
Limited (A Texas Limited Partnership), as of December 31, 1996 and
1995, and the related statements of partners' capital, 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, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 1, 1997 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 1930-8); Statement of Actual
Budget and Income (Form 1930-7) for the year ended December 31,
1996 and the other Supplemental Data Required by 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, Chupik, Gersbach & Neimeier, P.C.
Certified Public Accountants

February 1, 1997
<PAGE>
Brannan, Bagwell & Mercer
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, 1996 and 1995, 
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, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 11, 1997 on our consideration of
Hunter's Ridge Ltd's internal control structure and a report dated
February 11, 1997 on its compliance with laws and regulations.


/s/ Brannan, Bagwell & Mercer
Certified Public Accountants

February 11, 1997
<PAGE>
Boothe, Vassar, Fox and Fox
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, 1996 and 1995, and the
related statements of operations, partners' equity and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the
Comptroller General of the United States, we have also issued a
report dated January 29, 1997, on our consideration of Casa Linda
Limited Partnership's internal control structure and a report dated 
January 29, 1997,  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 17 through 19 is presented
for purposes of additional analysis and is not a required part of
the basic financial statements of the Partnership.  Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


/s/ Boothe, Vassar, Fox and Fox
Certified Public Accountants
January 29, 1997
Big Spring, Texas
<PAGE>
Boothe, Vassar, Fox and Fox
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, 1996 and 1995, and the
related statements of operations, partners' equity and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards issued by the
Comptroller General of the United States, we have also issued a
report dated January 29, 1997, on our consideration of La Villa
Elena Ltd. Limited Partnership's internal control structure and a
report dated  January 29, 1997,  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 17 through 19 is presented
for purposes of additional analysis and is not a required part of
the basic financial statements of the Partnership.  Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


/s/ Boothe, Vassar, Fox and Fox
Certified Public Accountants
January 29, 1997
Big Spring, Texas
<PAGE>
Boothe, Vassar, Fox and Fox
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, 1996 and 1995, 
and the related statements of operations, partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards issued by the
Comptroller General of the United States, we have also issued a
report dated January 29, 1997, on our consideration of Rio Abajo 
Apartments Limited Partnership's internal control structure and a
report dated  January 29, 1997,  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 16 through 18 is presented
for purposes of additional analysis and is not a required part of
the basic financial statements of the Partnership.  Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


/s/ Boothe, Vassar, Fox and Fox
Certified Public Accountants
January 29, 1997
Big Spring, Texas
<PAGE>
Boothe, Vassar, Fox and Fox
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, 1996 and 1995, and the related
statements of operations, partners' equity and cash flows for the
years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the
Comptroller General of the United States, we have also issued a
report dated January 29, 1997, on our consideration of Sage Limited
Partnership's internal control structure and a report dated 
January 29, 1997,  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 17 through 19 is presented
for purposes of additional analysis and is not a required part of
the basic financial statements of the Partnership.  Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


/s/ Boothe, Vassar, Fox and Fox
Certified Public Accountants
January 29, 1997
Big Spring, Texas
<PAGE>
Mesarvey, Russell & Co.
1905 West North Street
Springfield, OH 45504
PHONE:  513-325-4639
FAX:  513-325-4630

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

We have audited the accompanying balance sheets of Laynecrest
Associates Limited Partnership, RECDS Case No. 41-092-311254109 as
of December 31, 1996 and 1995, 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, 1996 and
1995, 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 1, 1997 on our consideration of
Laynecrest Associates Limited Partnership's internal control
structure and a report dated February 1, 1997 on its compliance
with laws and regulations applicable to RECDS programs.


/s/ Mesarvey, Russell & Co.
A Corporation of 
Certified Public Accountants
February 1, 1997
Lead Auditor: Ronald C Russell, CPA
Firm ID# 31-0823791
<PAGE>
Mesarvey, Russell & Co.
1905 West North Street
Springfield, OH 45504
PHONE:  513-325-4639
FAX:  513-325-4630

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

We have audited the accompanying balance sheets of Martindale
Limited Partnership, RECDS Case No. 41-092-311153919 as of December
31, 1996 and 1995, 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, 1996 and 1995, 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 1, 1997 on our consideration of
Martindale Limited Partnership's internal control structure and a
report dated February 1, 1997 on its compliance with laws and
regulations applicable to RECDS programs.


/s/ Mesarvey, Russell & Co.
A Corporation of 
Certified Public Accountants
February 1, 1997
Lead Auditor: Ronald C Russell, CPA
Firm ID# 31-0823791
<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
Robinhood Apts., Ltd.

We have audited the accompanying balance sheets of Robinhood
Apartments, Ltd. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  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, 1996 and 1995, 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, 1997, on our consideration of
the Partnership's internal control structure and our report dated 
January 22, 1997,  on its compliance with laws and regulations
applicable to the basic financial statements.


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

January 22, 1997
<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, 1996 and 1995, and the related statements
of operations, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  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, 1996 and 1995, 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 21, 1997, on our consideration of
the Partnership's internal control structure and our report dated 
January 21, 1997,  on its compliance with laws and regulations
applicable to the basic financial statements.


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

January 21, 1997
<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, AL

I have audited the accompanying balance sheets of Riverside
Apartments, Ltd., (A Limited Partnership), RHS Project No.: 01-046-
630978050 as of December 31, 1996 and 1995, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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 through II for the year ended December 31, 1996 and
1995, 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 20, 1997 on my consideration of
Riverside Apartments, Ltd., internal control structure and a report
dated February 20, 1997 on its compliance with laws and
regulations.


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

February 20, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
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, 1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the results of its operations,
the changes in partners' 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 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 24, 1997, on our consideration of
Brookshire Apartments, L.P.'s internal control structure and on its
compliance with laws and regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
January 24, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
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,
1996 and 1995, and the related statements of operations, partners'
equity (deficit) and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the results of its operations,
changes in partners' equity (deficit) and its cash flows for the 
years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 15 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 24, 1997, on our consideration of
Sandridge Apartments, Ltd.'s internal control structure and on its
compliance with laws and regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
January 24, 1997
<PAGE>
Chester 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, 1996 and 1995,
and the related statements of operations, partners' equity
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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 al material respects, the financial position of
Limestone Estates as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated February 7, 1997 on our consideration of
Limestone Estates' internal control structure and its compliance 
with laws and regulations.


/s/ Chester Kearney, CPA
Certified Public Accountants
Presque Isle, Maine
February 7, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE:  404-892-9651
FAX:  404-876-4328

                                   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, 1996 and 1995, and the related statements of operations,
partners' equity (deficit) and cash flows for the years then ended. 
These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards 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, 1996 and 1995, and the results of its operations,
changes in partners' equity (deficit) and its cash flows for the 
years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 14 through 15 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 February 14, 1997, on our consideration of 
Longleaf Apartments, Ltd.'s internal control structure and on its
compliance with laws and regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 14, 1997
<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
Crestwood Villa II Limited Partnership
(A Limited Partnership)
DBA Applewood Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Crestwood Villa
II Limited Partnership (A Limited Partnership), DBA Applewood
Apartments, FmHA Case No. 41-017-341612174, as of December 31, 1996
and 1995, 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
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' 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 II Limited Partnership (A Limited Partnership), DBA
Applewood Apartments, FmHA Case No. 41-017-341612174,, at December
31, 1996 and 1995, 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 15, 1997, on our consideration of
Crestwood Villa II Limited Partnership internal control structure
and a report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.


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

January 15, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

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

We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
Fairview South, Ltd. as of December 31, 1996 and 1995, and 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, 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, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on
the financial statements taken as a whole.  The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of Fairview South, Ltd.  Such information
has been subjected to the auditing procedures applied in the audit
of the financial statements and, in our opinion, is fairly
presented in all material respects in relation to the financial
taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997  on our consideration of
Fairview South, Ltd.'s internal control structure and a report
dated January 31, 1997 on its compliance with laws and regulations.


/s/ Smith, Lambright & Assoc.
Certified Public Accountants

January 31, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE:  903-675-5674
FAX:  903-675-5676

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

We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
Southwood Apartments, Ltd. as of December 31, 1996 and 1995, and 
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, 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, 1996 and 1995, and 
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on
the financial statements taken as a whole.  The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of Southwood Apartments, Ltd.  Such
information has been subjected to the auditing procedures applied
in the audit of the financial statements and, in our opinion, is 
fairly presented in all material respects in relation to the
financial taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated February 3,, 1997  on our consideration of 
Southwood Apartments, Ltd.'s internal control structure and a
report dated February 3, 1997 on its compliance with laws and
regulations.


/s/ Smith, Lambright & Assoc.
Certified Public Accountants

February 3, 1997<PAGE>

<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, 1996

Apartment Properties
                                                          # of        Mtg.Loan
Partnership                   Location                   Units         Balance

Laynecrest                    Medway, OH                   48     $ 1,469,483 
Martindale                    Union, OH                    30         940,713 
La Villa Elena                Bernalillo, NM               54       1,481,909 
Rio Abajo                     Truth/Cons, NM               42       1,400,823 
Fortville II                  Fortville, IN                24         678,206 
Summitville                   Summitville, IN              24         739,535 
Suncrest                      Yanceyville, NC              40       1,482,149 
Brandywine III                Millsboro, DE                32       1,096,043 
Concord IV                    Perryville, MD               32       1,091,422 
Dunbarton Oaks III            Georgetown, DE               32       1,123,477 
Federal Manor                 Federalsburg, MD             32       1,169,668 
Laurel Apts                   Laurel, DE                   32       1,136,654 
Mulberry Hill IV              Easton, MD                   16         597,720 
Madison                       Madison, OH                  40       1,191,575 
Hannah's Mill                 Thomaston, GA                50       1,477,653 
Longleaf Apts.                Cairo, GA                    36         973,388 
Sylacauga Garden              Sylacauga, AL                45       1,423,534 
Monroe Family                 Monroe, GA                   48       1,472,279 
Clayfed Apts.                 Denver, CO                   32       1,015,854 
Westside Apts.                Denver, CO                   52       1,639,312 
Casa Linda                    Silver City, NM              41       1,384,728 
Rivermeade                    Yorktown, VA                 80       2,569,428 
Laurel Woods                  Ashland, VA                  40       1,285,059 
Keysville                     Keysville, VA                24         760,385 
Crosstown                     Kalamazoo, MI               201       4,792,108 
Riverside Apts.               Demopolis, AL                40       1,164,779 
Brookshire Apts.              McDonough, GA                46       1,401,708 
Sandridge Apts.               Fernandina Bch, FL           46       1,325,578 
Limestone Estates             Limestone, ME                25       1,160,294 
Eagle's Bay                   Beaufort, NC                 40       1,491,983 
Teton View                    Rigby, ID                    40       1,440,506 
Albany                        Albany, KY                   24         740,732 
Burkesville                   Burkesville, KY              24         741,688 
Scotts Hill                   Scotts Hill, TN              12         411,518 
Sage                          Gallup, NM                   44       1,484,682 
Claremont                     Cascade, ID                  16         442,363 
Divernan                      Divernon, IL                 12         411,138 
Middleport                    Middleport, NY               25         956,520 
Oakwood Apts.                 Columbus, NE                 24         791,317 
Morgantown                    Morgantown, IN               24         793,180 
Ashburn Housing               Ashburn, GA                  41       1,063,028 
Cuthbert Elderly              Cuthbert, GA                 32         827,842 
Sandhill Forest               Melrose, FL                  16         471,127 
Oakwood Grove                 Crescent City, FL            36       1,018,487 
Hastings Manor                Hastings, FL                 24         705,127 
Lakewood Apts.                Norfolk, NE                  72       2,454,494 
Robinhood Apts.               Springfield, TN              48       1,477,706 
Skyview Terrace               Springfield, TN              48       1,347,695 
Mabank 1988                   Mabank, TX                   42       1,119,811 
Buena Vista                   Buena Vista, GA              25         659,591 
Woodcroft                     Elizabethtown, NC            32       1,162,274 
Spring Creek                  Quitman, GA                  18         494,149 
Spring Creek                  Cherokee, AL                 24         537,581 
Milton Elderly                Milton, FL                   43       1,086,812 
Winder Apartments             Winder, GA                   48       1,432,662 
Hunters Ridge                 Killen, AL                   40       1,177,194 
Stone Arbor                   Madison, NC                  40       1,495,561 
Greeneville                   Greeneville, TN              40       1,209,506 
Centralia II                  Centralia, IL                24         807,848 
Poteau IV                     Poteau, OK                   32         603,587 
Barling                       Barling, AR                  48         932,863 
Booneville                    Booneville, AR               50       1,386,278 
Augusta                       Augusta, KS                  66       1,937,654 
Meadows                       Farmville, VA                40       1,340,335 
Kenly Housing                 Kenly, NC                    48       1,342,340 
Fairview South                Athens, TX                   44       1,072,065 
River Road Apts.              Waggaman, LA                 43       1,178,992 
Middlefield                   Middlefield, OH              36       1,092,553 
Floresville                   Floresvile, TX               40       1,046,806 
Mathis Retirement             Mathis, TX                   36         878,537 
Sabinal Housing               Sabinal, TX                  24         609,637 
Kingsland Housing             Kingsland, TX                34         853,945 
Crestwood Villa II            Crestline, OH                36       1,103,419 
Poteau Prop. III              Poteau, OK                   19         466,053 
Decatur Properties            Decatur, AR                  24         779,656 
Broken Bow Prop II            Broken Bow, OK               46       1,491,933 
Turtle Creek II               Grove, OK                    42       1,250,575 
Pleasant Valley               Grangeville, ID              32       1,157,297 
Hartwell Elderly              Hartwell, GA                 24         675,846 
Pulaski Village               Pulaski, VA                  44       1,395,933 
Southwood Apts.               Jacksonville, TX             40         959,931 
                                                                  ----------- 

Total                                                             $93,255,821 
<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, 1996
                                                                         Net
Apartment Properties                Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition

       
Laynecrest                       $  310,264    $  1,533,433      $   16,873 
Martindale                          243,665         928,824           2,226 
La Villa Elena                      128,000       1,672,703          33,574 
Rio Abajo                            88,500       1,610,884          13,772 
Fortville II                         25,000         780,355           4,118 
Summitville                          30,000         849,511               0 
Suncrest                            331,988       1,788,595          10,586 
Brandywine III                      105,508       1,154,434           5,579 
Concord IV                          120,440       1,198,338          31,401 
Dunbarton Oaks III                  123,135       1,205,530           9,972 
Federal Manor                       142,632       1,252,927          52,858 
Laurel Apts                         144,680       1,156,847          49,240 
Mulberry Hill IV                     55,379         652,234          17,544 
Madison                              60,000       1,378,177           1,672 
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          17,165 
Westside Apts.                      134,701       1,382,850          47,561 
Casa Linda                          153,730       1,518,228           5,655 
Rivermeade                          240,134       2,661,910         142,108 
Laurel Woods                         96,242       1,301,860         151,534 
Keysville                            30,000         793,750          90,045 
Crosstown                           408,338       5,164,734         354,707 
Riverside Apts.                      89,250       1,329,102           5,619 
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           2,586 
Teton View                           50,218         972,662         755,735 
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          15,860 
Claremont                            23,500         505,789          40,924 
Divernan                             15,000         481,063           1,202 
Middleport                           18,000       1,132,502          17,350 
Oakwood Apts.                        96,800         862,439           3,913 
Morgantown                           15,000         940,191             504 
Ashburn Housing                      35,000       1,265,760               0 
Cuthbert Elderly                     22,550       1,006,889          (1,144)
Sandhill Forest                      28,091         544,545           1,127 
Oakwood Grove                        44,712       1,191,986           1,889 
Hastings Manor                       18,000         839,600           6,776 
Lakewood Apts.                      207,700       2,754,382          17,370 
Robinhood Apts.                      50,500       1,752,851           4,344 
Skyview Terrace                      40,112       1,424,008          11,250 
Mabank 1988                          57,200       1,210,248          80,306 
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          26,949 
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          39,729 
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          52,796 
Fairview South                      103,909       1,218,102           3,889 
River Road Apts.                    138,000       1,340,045               0 
Middlefield                          70,700       1,250,957           5,428 
Floresville                          75,524       1,050,346         185,032 
Mathis Retirement                    37,127       1,041,038           5,367 
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          35,203 
Hartwell Elderly                     49,800         771,529               0 
Pulaski Village                      75,000       1,650,373          59,979 
Southwood Apts.                      46,189       1,153,440           3,969 
                                 ----------    ------------      ---------- 

Total                            $6,733,944    $104,434,182      $2,882,208 
<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, 1996
                                            Gross Amount At Which Carried At
Apartment Properties                                       December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total


Laynecrest                       $  323,009    $  1,537,561    $  1,860,570 
Martindale                          243,666         931,049       1,174,715 
La Villa Elena                      128,000       1,706,277       1,834,277 
Rio Abajo                            88,500       1,624,656       1,713,156 
Fortville II                         25,000         784,473         809,473 
Summitville                          30,000         849,511         879,511 
Suncrest                             80,000       2,051,169       2,131,169 
Brandywine III                      105,508       1,160,013       1,265,521 
Concord IV                          131,161       1,219,018       1,350,179 
Dunbarton Oaks III                  127,180       1,211,457       1,338,637 
Federal Manor                       149,657       1,298,760       1,448,417 
Laurel Apts                         145,331       1,205,436       1,350,767 
Mulberry Hill IV                     58,422         666,735         725,157 
Madison                              60,000       1,379,849       1,439,849 
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         893,595         977,595 
Westside Apts.                      134,701       1,430,411       1,565,112 
Casa Linda                          153,730       1,523,883       1,677,613 
Rivermeade                          251,734       2,792,418       3,044,152 
Laurel Woods                        106,742       1,442,894       1,549,636 
Keysville                            34,534         879,261         913,795 
Crosstown                           494,596       5,433,183       5,927,779 
Riverside Apts.                      93,089       1,330,882       1,423,971 
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                         175,735       1,755,348       1,931,083 
Teton View                           87,187       1,691,428       1,778,615 
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       1,632,414       1,828,621 
Claremont                            29,041         541,172         570,213 
Divernan                             15,000         482,265         497,265 
Middleport                           18,000       1,149,852       1,167,852 
Oakwood Apts.                        96,800         866,352         963,152 
Morgantown                           15,000         940,695         955,695 
Ashburn Housing                      35,000       1,265,760       1,300,760 
Cuthbert Elderly                     22,550       1,005,745       1,028,295 
Sandhill Forest                      28,091         545,672         573,763 
Oakwood Grove                        44,712       1,193,875       1,238,587 
Hastings Manor                       18,000         846,376         864,376 
Lakewood Apts.                      207,700       2,771,752       2,979,452 
Robinhood Apts.                      50,500       1,757,195       1,807,695 
Skyview Terrace                      40,112       1,435,258       1,475,370 
Mabank 1988                          94,031       1,253,723       1,347,754 
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         616,688         636,688 
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       1,473,867       1,521,125 
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       1,641,432       1,666,432 
Fairview South                      103,909       1,221,991       1,325,900 
River Road Apts.                    138,000       1,340,045       1,478,045 
Middlefield                          70,700       1,256,385       1,327,085 
Floresville                          76,669       1,234,233       1,310,902 
Mathis Retirement                    37,127       1,046,405       1,083,532 
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       1,378,155       1,443,382 
Hartwell Elderly                     49,800         771,529         821,329 
Pulaski Village                      75,000       1,710,352       1,785,352 
Southwood Apts.                      46,189       1,157,409       1,203,598 
                                 ----------    ------------    ------------ 

Total                            $6,721,158    $107,329,176    $114,050,334 
<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, 1996

                                                                            
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life
                                                                            
Laynecrest                      $   666,848                        5.0- 27.5
Martindale                          363,818                        5.0- 27.5
La Villa Elena                      368,590                        5.0- 40.0
Rio Abajo                           337,760                        5.0- 40.0
Fortville II                        248,073                        5.0- 27.5
Summitville                         273,896                        5.0- 27.5
Suncrest                            345,034                        5.0- 40.0
Brandywine III                      470,009                        5.0- 27.5
Concord IV                          498,017                        5.0- 27.5
Dunbarton Oaks III                  496,150                        5.0- 27.5
Federal Manor                       497,858                        5.0- 27.5
Laurel Apts                         513,737                        5.0- 27.5
Mulberry Hill IV                    255,858                        5.0- 27.5
Madison                             353,674                        5.0- 33.0
Hannah's Mill                       479,112                        5.0- 30.0
Longleaf Apts.                      321,372                        5.0- 30.0
Sylacauga Garden                    527,282                        5.0- 27.5
Monroe Family                       485,323                        5.0- 27.5
Clayfed Apts.                       295,255                        5.0- 40.0
Westside Apts.                      440,126                        5.0- 40.0
Casa Linda                          299,053                        5.0- 40.0
Rivermeade                          903,910                        5.0- 27.5
Laurel Woods                        486,491                        5.0- 27.5
Keysville                           304,674                        5.0- 27.5
Crosstown                         1,243,334                        5.0- 40.0
Riverside Apts.                     250,495                        5.0- 40.0
Brookshire Apts.                    415,646                        5.0- 30.0
Sandridge Apts.                     412,213                        5.0- 30.0
Limestone Estates                   479,526                        5.0- 27.5
Eagle's Bay                         302,333                        5.0- 50.0
Teton View                          399,379                        5.0- 27.5
Albany                              244,575                        5.0- 40.0
Burkesville                         232,797                        5.0- 40.0
Scotts Hill                         113,601                        5.0- 40.0
Sage                                289,124                        5.0- 40.0
Claremont                           169,295                        5.0- 27.5
Divernan                            136,181                        5.0- 27.5
Middleport                          201,703                        5.0- 27.5
Oakwood Apts.                       227,440                        5.0- 40.0
Morgantown                          236,692                        5.0- 27.5
Ashburn Housing                     306,534                        5.0- 30.0
Cuthbert Elderly                    244,700                        5.0- 30.0
Sandhill Forest                     119,906                        5.0- 35.0
Oakwood Grove                       268,942                        5.0- 35.0
Hastings Manor                      157,622                        5.0- 40.0
Lakewood Apts.                      742,244                        5.0- 30.0
Robinhood Apts.                     240,240                        5.0- 50.0
Skyview Terrace                     333,881                        5.0- 50.0
Mabank 1988                         283,867                        5.0- 35.0
Buena Vista                         186,620                        5.0- 30.0
Woodcroft                           226,908                        5.0- 50.0
Spring Creek                        133,147                        5.0- 40.0
Spring Creek                        121,994                        5.0- 30.0
Milton Elderly                      306,764                        5.0- 30.0
Winder Apartments                   421,120                        5.0- 50.0
Hunters Ridge                       252,389                        5.0- 50.0
Stone Arbor                         281,651                        5.0- 50.0
Greeneville                         410,100                        5.0- 27.5
Centralia II                        255,232                        5.0- 27.5
Poteau IV                           190,231                        5.0- 25.0
Barling                             306,586                        5.0- 25.0
Booneville                          515,074                        5.0- 25.0
Augusta                             706,276                        5.0- 25.0
Meadows                             434,109                        5.0- 27.5
Kenly Housing                       296,591                        5.0- 40.0
Fairview South                      428,678                        5.0- 25.0
River Road Apts.                    236,954                        5.0- 40.0
Middlefield                         265,940                        5.0- 27.5
Floresville                         258,301                        5.0- 50.0
Mathis Retirement                   156,835                        5.0- 50.0
Sabinal Housing                     116,173                        5.0- 50.0
Kingsland Housing                   166,993                        5.0- 50.0
Crestwood Villa II                  301,309                        5.0- 33.0
Poteau Prop. III                    170,301                        5.0- 25.0
Decatur Properties                  271,414                        5.0- 25.0
Broken Bow Prop II                  435,077                        5.0- 25.0
Turtle Creek II                     439,688                        5.0- 25.0
Pleasant Valley                     344,088                        5.0- 27.5
Hartwell Elderly                    188,024                        5.0- 27.5
Pulaski Village                     481,231                        5.0- 27.5
Southwood Apts.                     351,701                        5.0- 25.0
                                ----------- 

Total                           $27,941,689 
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND, LTD.
NOTES TO SCHEDULE III



Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                             $ 114,784,224 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                           285,705 
       Other                                       (982,896)
                                                  ----------
                                                                   (697,191)
 
   Deductions during period:
       Cost of real estate sold                      36,699 
       Other                                              0 
                                                  ----------
                                                                     36,699 
                                                              --------------
Balance at end of period -
December 31, 1996                                             $ 114,050,334 
                                                              ==============



Reconciliation of Accumulated Depreciation current year changes


Balance at beginning of period -
December 31, 1995                                             $  24,594,181 
       Current year expense                                       3,617,583 
       Less Accumulated Depreciation
        of real estate sold                                         (36,589)
       Other                                                       (233,486)
                                                              --------------

Balance at end of period - December 31, 1996                  $  27,941,689 
                                                              ==============




<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 11, 1997                      By:/s/ Ronald M. Diner 
                                          Ronald M. Diner
                                          President



Date:  July 11, 1997                      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 11, 1997                             By:/s/ Ronald M. Diner 
                                                 Ronald M. Diner
                                                 President



Date:  July 11, 1997                             By:/s/ Sandra L. Furey  
                                                 Sandra L. Furey
                                                 Secretary and Treasurer



Date:  July 11, 1997                             By:/s/ Alan L. Weiner  
                                                 Alan L. Weiner 
                                                 Sr. Vice President
                                                 and Director


<PAGE>