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, 2001

Commission file number 0-17711

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

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

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

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

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

Title of Each Class
                 Units of Limited Partnership Interest
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES X     NO 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  X

Number of Record HoldersTitle of Class                     as of March 31, 2001Limited Partnership Interest                 1,983
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

---

PART I
Item 1.  Business

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

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

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

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

The primary sources of funds for the year ended March 31, 2001 were from the maturity of Treasury Notes for $439,000, interest income of $40,877 earned on cash and cash equivalents, and $108,085 in distributions received from Project
Partnerships.  As of March 31, 2001 Gateway had $950,106 of Cash and Cash Equivalents and $1,383,297 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

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, 2001 the capital contributions raised
from Limited Partner investors were successfully invested in Project Partnerships which met the investment criteria.  Management anticipates that competition for tenants will only be with other low income housing projects, and not with conventionally
financed housing.  With significant number of rural American households living below the poverty level in substandard housing, management believes there will be a continuing demand for affordable low income housing for the foreseeable future.

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

Item 2.  Properties

Gateway owns interest in properties through 99% limited partnership interests in 82 Project Partnerships.  There are no investments in individual Project Partnerships which are material to Gateway taken as a whole
with the largest single investment comprising 12.5% of Gateway's total assets.  The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2000:

|Item 2 - Properties (continued):
LOCATION OF          # OF    DATE     
PROPERTY
PARTNERSHIP         PROPERTY            UNITS  ACQUIRED    COST       OCCUP.
-----------        -----------          -----  --------  --------    ------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Clayfed Apartments
Westside Apts.
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

The average effective rental per unit is $3,684 per year ($307 per month).

The average effective occupancy rate at December 31, 2000 was 97.0%

A summary of the cost of the properties, excluding Sparta and Divernon, as of December 31, 2000, 1999 and 1998 is as follows:

|                                                                                                                      | 12/31/00
--------                                                                                                                 | 12/31/99
--------                                                                                                                   | 12/31/98
--------                                                                                                             
|--------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Properties, at Cost
Less: Accum.Depreciation

Properties, Net | $  5,097,275 
1,998,842 
103,134,264 
4,496,422 
-------------
114,726,803 
42,390,325 
-------------
$ 72,336,478 
============= | $   5,097,275 
1,984,638 
103,009,053 
4,362,678 
-------------
114,453,644 
38,866,674 
-------------
$  75,586,970 
============= | $  5,097,275 
1,701,048 
103,153,472 
4,282,982 
------------
114,234,777 
34,872,322 
------------
$ 79,362,455 
============
|                                                                                                                      |                                                                                                                                   |                                                                                                                                     |                                                                                                                               

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, 2001, 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, 2001

Limited Partnership Interest                    1,983
General Partner Interest                           2

---

Item 6.  Selected Financial Data

|                                                                               | 2001
----            | 2000
----             | 1999
----             | 1998
----             | 1997
----            
|------------------------------------------------------------------------------ | -------------------- | --------------------- | --------------------- | --------------------- | ---------------------
|Total Revenues                                                                 | $ 423,174            | $  441,466            | $ 457,380             | $  424,025            | $  249,627           
|Net Loss                                                                       | (787,797)            | (877,394)             | (975,308)             | (1,268,394)           | (1,766,212)          
|Equity in Losses of
Project
Partnerships                                       | (366,069)            | (490,163)             | (610,098)             | (905,818)             | (1,365,627)          
|Total Assets                                                                   | 5,375,816            | 5,980,554             | 6,673,086             | 7,472,382             | 8,092,005            
|Investments In Project Partnerships                                            | 2,077,180            | 2,500,833             | 3,040,206             | 3,682,742             | 4,562,124            
|Per Limited Partnership Unit: (A)

Tax Credits
Portfolio
  Income
Passive Loss | 38.70
18.60
(149.30) | 104.10
17.20
(135.00) | 138.90
17.50
(130.40) | 148.90
18.30
(133.00) | 148.70
17.30
(135.00)
|Net Loss                                                                       | (30.51)              | (33.98)               | (37.77)               | (49.12)               | (68.39)              
|                                                                               |                      |                       |                       |                       |                      

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

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

---

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

Results of Operations -

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

As disclosed on the Statements of Operations, interest income was comparable for the years ended March 31, 2001, 2000 and 1999. Total expense for the year ended March 31, 2001 was $845,539, which is comparable for the years ended
March 31, 2000 and 1999.

Equity in Losses of Project Partnerships for the year ended March 31, 2001 decreased from $490,163 for the year ended March 31, 2000 to $366,069 as a result of not including losses of $2,229,486, as these losses would reduce the
investment in certain Project Partnerships below zero.  The Equity in Losses of Project Partnerships decreased from $610,098 for the year ended March 31, 1999 to $490,163 for the year ended March 31, 2000 as a result of not including losses of $2,508,247,
as these losses would reduce the investment in certain Project Partnerships below zero.  In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation
and amortization. (For the twelve months ending December 31, 2000, December 31, 1999, and December 31, 1998, the Project Partnerships reported depreciation and amortization expense of $3,540,410, $4,052,357, and $3,570,633, respectively).  As a result,
management expects Gateway will continue to report its equity in Project Partnerships as a loss for tax and financial reporting purposes.

Overall, management believes Gateway is operating as expected and the Project Partnerships are generating tax credits which meet projections.  However, there are two Project Partnerships that have experienced significant operating
problems which are described below. Management does not expect any material adverse effect to Gateway from these Project Partnerships.

On October 1, 1997 Value Partners, Inc. became the sole general partner of Village Apartments of Divernon Limited Partnership ("Divernon"), replacing the former general partners.  Value Partners, Inc. is an affiliate of
Raymond James Tax Credit Funds, Inc., the managing general partner of Gateway.  Divernon is a 12 unit property located in Divernon, Illinois in which Gateway invested as the sole limited partner on October 1, 1989.  The property's average occupancy rate
for the year improved from 78% in 1999 to 86% in 2000. Gateway loaned Divernon $20,000, $14,000, and $9,000 to cover the operating deficits for 1998, 1999, and 2000 respectively.  It is projected to require additional loans from Gateway including an
estimated $6,000 for 2001.  As of June 30, 1999, an updated workout plan with the FmHA was implemented.  Management is using rent incentives, vigorous advertising, and tight controls over repairs and maintenance to improve occupancy and cash flows in 2001.

A Project Partnership located in Denver, Colorado has been experiencing cash shortages from operations in 1999 and 2000 due to increasing maintenance needs and a lengthy eviction process for bad tenants.  Gateway loaned the
partnership $40,000 in 2000 for the reduction of accounts payable and necessary capital improvements.  As of February 2001, a new management team was hired to speed up the eviction process and find new qualified applicants in a timely manner.  The
occupancy rate was 94% for June 2001.

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

Liquidity and Capital Resources -

Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, and legal and accounting associated with the administration and monitoring of Gateway and
the Project Partnerships.  The capital resources are also used

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, 2001, Gateway had $950,106 of short term investments (Cash and Cash Equivalents).  It also had $1,383,297 in Zero Coupon Treasuries with maturities
providing $439,000 in fiscal year 2001 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, 2001, Gateway received $108,085 in cash distributions from the Project Partnerships and it received $439,000 from the matured Zero Coupon Treasuries.  The General and Administrative operating costs were
$89,750 and the Asset Management Fee actually paid was $315,010.

Item 8.  Financial Statements and Supplementary Data

---

INDEPENDENT AUDITOR'S REPORT

To the Partners of
   Gateway Tax Credit Fund, Ltd.

We have audited the accompanying combined balance sheets of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2001 and 2000 and the related combined statements of operations, partners' equity (deficit),
and cash flows for each of the three years in the period ended March 31, 2001.  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 Project Partnerships for which $13,979,915 and $13,838,743 of cumulative equity in losses are included in these financial statements as of March 31, 2001 and 2000, respectively and
for which net losses of $360,034, $469,549 and $352,106 are included in the accompanying financial statements for each of the three years in the period ended March 31, 2001.  Those financial statements were audited by other auditors whose reports have
been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  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, 2001 and 2000 and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

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

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



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



Clearwater, Florida
Date:  July 5, 2001

---

PART I - Financial Information
   Item 1.  Financial Statements

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 2001
----                                                                                                                                                                                                                                                                                                                                                                                 | 2000
----                                                                                                                                                                                                                                                                                                                                                                                   | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Accounts Receivable
 Investments in Securities
 Prepaid Insurance
 Tenant Security Deposits

Total Current Assets

Investments in Securities
 Investments in Project Partnerships, Net
 Replacement Reserves
 Rental Property at Cost, Net

Total Assets

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
 Accounts Payable
 Accrued Real Estate Taxes
 Tenant Security Deposits

Total Current Liabilities

Long-Term Liabilities:
 Payable to General Partners
 Mortgage Notes Payable

Total Long Term Liabilities

Minority Interest in Local Limited Partnerships
Partners' Equity (Deficit):
 Limited Partners (25,566 units  outstanding at March 31, 2001 and 2000
 General Partners

Total Partners' Equity

Total Liabilities and Partners'     Equity | $   950,106 
47,122 
437,854 
221 
4,800 
------------
1,440,103
945,443 
2,077,180 
14,480 
898,610 
------------
$  5,375,816 
============
$  347,096 
6,942 
20,031 
6,800 
-------------
380,869 
-------------
2,843,627 
1,242,329 
-------------
4,085,956 
-------------
(17,351)
------------
1,141,068 
(214,726)
------------
926,342 
------------
$ 5,375,816 
============ | $   823,494 
2,786 
414,814 
389 
5,413 
------------
1,246,896
1,272,923 
2,500,833 
7,795 
952,107 
------------
$  5,980,554 
============
$  341,758 
1,025 
22,663 
6,500 
-------------
371,946 
-------------
2,663,740 
1,247,442 
-------------
3,911,182 
-------------
(16,713)
------------
1,920,987 
(206,848)
------------
1,714,139 
------------
$ 5,980,554 
============ | 

See accompanying notes to financial statements.

---

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

COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2001
----                                                                                                                                                                                                                                                                                                | 2000
----                                                                                                                                                                                                                                                                                               | 1999
----                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Rental
 Interest Subsidy
 Interest Income
 Other

Total Revenues

Expenses:
 Asset Management Fee-General   Partner
 General and Administrative:
  General Partner
  Other
 Rental Operating Expenses
 Interest
 Depreciation
 Amortization

Total Expenses

Loss Before Equity in Losses  of Project Partnerships
Equity in Losses of  Project Partnerships
Minority Interest in Loss of  Combined Project  Partnerships

Net Loss

Allocation of Net Loss:
 Limited Partners
 General Partners


Net Loss Per Number of  Limited Partnership Units
Number of Limited Partnership  Units Outstanding | $  117,161 
57,936 
176,086 
71,991 
---------
423,174

494,898
36,934 
52,816 
100,521 
87,738 
55,636 
16,996 
---------
845,539
(422,365)
(366,069)
637 
-----------
$ (787,797)
============
$ (779,919)
(7,878)
------------
$ (787,797)
============
$   (30.51)
============
25,566 
============ | $  118,592 
57,789 
186,236 
78,849 
---------
441,466

496,681
39,066 
51,302 
82,549 
87,299 
55,563 
16,685 
---------
829,145
(387,679)
(490,163)
448 
-----------
$ (877,394)
============
$ (868,620)
(8,774)
------------
$ (877,394)
============
$   (33.98)
============
25,566 
============ | $  116,094 
82,706 
198,793 
118,993 
---------
516,586

498,294
27,713 
49,104 
94,459 
136,477 
54,471 
22,101 
---------
882,619
(366,033)
(610,098)
823 
-----------
$  (975,308)
============
$  (965,555)
(9,753)
------------
$  (975,308)
============
$    (37.77)
============
25,566 
============

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999:

|                                                                                                                                         | Limited
Partners
---------                                                                                                           | General Partners
(Deficit)
--------                                                                                       | Total
-----                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 1998

Net Loss

Balance at March 31, 1999

Net Loss

Balance at March 31, 2000

Net Loss

Balance at March 31, 2001 | $  3,755,162
(965,555)
-------------
2,789,607
(868,620)
-------------
1,920,987
(779,919)
-------------
$  1,141,068 
============= | $  (188,321)
(9,753)
------------
(198,074)
(8,774)
------------
(206,848)
(7,878)
------------
$  (214,726)
============ | $  3,566,841
(975,308)
-------------
2,591,533
(877,394)
-------------
1,714,139
(787,797)
-------------
$    926,342 
=============

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2001
----                                                                                                                                                                                                                                                                                                           | 2000
----                                                                                                                                                                                                                                                                                                                | 1999
----                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net   Loss to Net Cash Used in    Operating Activities:
   Amortization
   Depreciation
   Distributions Included in      Other
Income
   Accreted Interest Income on      Investments in Securities
   Equity in Losses of Project      Partnerships
   Minority Interest in Losses      of Combined Project
     Partnerships
   Interest Income from      Redemption of Securities
Changes in Operating Assets and Liabilities:
   Decrease in Accrued
     Management Fees
   Increase in Accounts      Receivable
   Decrease (Increase) in
     Prepaid Insurance
   Decrease (Increase) in      Accounts Payable
   Increase (Decrease) in      Replacement Reserves
   Decrease (Increase) in      Security Deposits
   Decrease (Increase) in      Accrued Real Estate Taxes
   Increase in Payable to
     General Partners
Net Cash Used in Operating      Activities

Cash Flows from Investing Activities:
  Distributions Received from    Project Partnerships
  Redemption of Investment in    Securities
  Purchase of Equipment

Net Cash Provided by       Investing Activities

Cash Flows from Financing Activities:
  Principal Payment on Debt
  Proceeds from Loan
Net Cash Provided by (Used       In) Financing Activities

Increase in Cash and Cash   Equivalents
Cash and Cash Equivalents at   Beginning of Year
Cash and Cash Equivalents at   End of Year | $(787,797)

16,996 
55,636
(67,493)
(134,560)
366,069
(637)
245,379

0
(53,336)
168
5,917
(6,685)
913
(2,632)
194,221 
-----------
(167,841)
-----------

108,085
193,621 
(2,140)
-----------
299,566 
-----------
(5,113)
0 
-----------
(5,113)
-----------
126,612
823,494 
-----------
$  950,106 
=========== | $(877,394)

16,685 
55,563
(75,149)
(157,699)
490,163
(448)
216,270

0
(30,798)
(389)
(1,466)
6,897
(4,157)
(28)
224,384 
------------
(137,566)
------------

107,675
200,730 
(3,957)
-----------
304,448 
-----------
(4,681)
0 
-----------
(4,681)
-----------
162,201
661,293 
-----------
$  823,494 
=========== | $(975,308)

(37,105)
54,471
(55,973)
(177,094)
610,098
(823)
189,196

(21,900)
(1,435)
74
1,991
9,859
6,558
119
177,890 
------------
(219,382)
------------

125,516
207,804 
(17,048)
-----------
316,272 
-----------
(1,034)
20,070 
-----------
19,036 
-----------
115,926
545,367 
-----------
$  661,293 
===========

Supplemental Cash Flow Information:

|Interest Paid | $   29,803 
=========== | $   29,510 
=========== | $    53,771
===========
|------------- | ----------------------- | ----------------------- | -----------------------

See accompanying notes to financial statements.

---

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

NOTES TO COMBINED FINANCIAL STATEMENTS
March 31, 2001, 2000 AND 1999

NOTE 1 - ORGANIZATION:

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

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

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Combined Statements

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

Basis of Accounting

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

Gateway accounts for its investments as the sole limited partner in Project Partnerships ("Investments in Project Partnerships"), with the

exception of the Combined Entities, using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it
invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations.  Under the equity method, the Investments in Project Partnerships initially include:

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

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

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

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

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

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

Gateway recognizes a decline in the carrying value of its investment in the Project Partnerships when there is evidence of a non-temporary decline in the recoverable amount of the investment.  There is a possibility that the
estimates relating to reserves for non-temporary declines in carrying value of the investments in Project Partnerships may be subject to material near term adjustments.

Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental
schedules, proper maintenance and continued eligibility of tax credits.  If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment.

Cash and Cash Equivalents

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

Capitalization and Depreciation

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

Buildings                 27-1/2 years
     Equipment                      7 years

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

Rental Income

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

Concentrations of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Change in Accounting Principles

Two of the Project Partnerships changed their method of accounting for depreciating their buildings from the straight line to the declining balance method.  The effect of this change was reported as a cumulative effect of a Change
in Accounting Principle.  The change increased the net losses reported by the Project Partnerships by $435,756.

Reclassifications

For comparability, the 1999 and 2000 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2001.

NOTE 3 - INVESTMENT IN SECURITIES:

The March 31, 2001 Balance Sheet includes Investments in Securities equal to $1,383,297 ($437,854 and $945,443).  These investments consist of U. S. Treasury Security Strips at their cost, plus accreted interest income of $783,299.
The estimated market value at March 31, 2001 of these debt securities is $1,482,322 resulting in a gross unrealized gain of $99,025.

As of March 31, 2001, the cost and accreted interest by contractual maturities is as follows:

Due within 1 year                            $  437,854
     After 1 year through 5 years                    945,443
                                          
        ----------
     Total Amount Carried on Balance Sheet        
$1,383,297
                                          
        ==========

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, 2001, 2000 and 1999 were $494,898,  $496,681 and $498,294 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, 2001, 2000 and 1999 were $36,934, $39,066 and $27,713 respectively.

NOTE 5 - RENTAL PROPERTY

A summary of the rental property is as follows at December 31, 2000:

|                                                       | Cost
------                                                 | Accumulated
Depreciation
------------                  | Book
Value
-----                                     
|------------------------------------------------------ | ----------------------------------------------------------- | ------------------------------------------------------ | -----------------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000
1,423,415
49,958
---------
$1,520,373
========== | $       0
578,240
43,523
---------
$ 621,763
========= | $  47,000
845,175
6,435
---------
$ 898,610
=========

A summary of the rental property is as follows at December 31, 1999:

|                                                       | Cost
------                                                 | Accumulated
Depreciation
------------                  | Book
Value
-----                                       
|------------------------------------------------------ | ----------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000
1,421,429
49,991
---------
$1,518,420
========== | $       0
526,671
39,642
---------
$ 566,313
========= | $  47,000
 894,758
10,349
---------
$ 952,107
=========

NOTE 6 - MORTGAGE NOTE PAYABLE

The mortgage note payable for Sparta originated on December 1, 1998 in the amount of $843,253.  The loan is at a stated interest rate of 6.125% for a period of 50 years, the loan also contains a provision for an interest subsidy
which reduces the effective interest rate to 2.325%.  At December 31, 2000 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,925.75.

Expected maturities of the mortgage note payable are as follows:

Year Ending            Amount
     -----------           --------
     12/31/01            $   3,931
     12/31/02                4,022
     12/31/03                4,115
     12/31/04                4,211
     12/31/05                4,309
     Thereafter            815,052
                         ----------
     Total               $ 835,640
                         ==========

The mortgage note payable for Divernon originated on October 2, 1989 in the amount of $416,113.  The loan is at a stated interest rate of 8.75% for a period of 50 years, the loan also contains a provision for an interest
subsidy which reduces the effective interest rate to 2.35%.  At December 31, 2000 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payment $883, including principal and
interest.

Expected maturities of the mortgage note payable are as follows:

Year Ending          Amount
     -----------         --------
     12/31/01           $   1,317
     12/31/02               1,347
     12/31/03               1,379
     12/31/04               1,410
     12/31/05               1,443
     Thereafter           399,793
                        ----------
     Total              $ 406,689
                        ==========

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:

|                                                                                                                                                    | 2001
----                              | 2000
----                               | 1999
----                             
|--------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | --------------------------------------- | --------------------------------------
|Net Loss per Financial Statements                                                                                                                   | $  (787,797)                           | $  (877,394)                            | $  (975,308)                          
|Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes                                      | (497,469)                              | 208,931                                 | (320,738)                             
|Losses suspended for financial reporting purposes                                                                                                   | (2,229,486)                            | (2,508,247)                             | (1,705,156)                           
|Adjustments to convert March 31, fiscal year end to December 31, taxable year end                                                                   | 20,807                                 | 46,092                                  | (37,870)                              
|Items Expensed for Financial Statement purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Miscellaneous Income | 180,190 
12,624 
(75,149)
------------ | 185,289 
(40,519)
(55,973)
------------ | 188,577 
18,615 
(77,152)
------------
|Partnership loss for tax purposes as of December 31                                                                                                 | $(3,376,280)
============              | $(3,041,821)
============               | $(2,909,032)
============             
|                                                                                                                                                    | December 31,
2000
------------         | December 31,
1999
------------          | December 31,
1998
------------        
|Federal Low Income Housing Tax Credits  (Unaudited)                                                                                                 | $ 1,000,167 
============              | $ 2,676,768 
============               | $ 3,587,428 
============             

The Partnership's Investment in Project Partnerships is approximately $15,854,000 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.

The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes for the year ended March 31, 2001 are as follows:

Financial       Tax
                            Reporting       Reporting
                            Purposes       Purposes
     DifferencesInvestments in Local
 Limited Partnerships       $ 2,077,180     $(13,776,841)   $15,854,021

Other Assets               $ 3,298,636     $  5,471,140    $(2,172,504)

Liabilities                $ 4,466,825     $     12,332    $ 4,454,493

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:

As of March 31, 2001, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 80 Project Partnerships, excluding the Combined Entities, which own and operate government assisted
multi-family housing complexes.

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

---

The following is a summary of Investments in Project Partnerships, excluding the Combined Entities at March 31, 2001:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | MARCH 31, 2001
--------------                                                                                          | MARCH 31, 2000
--------------                                                                                          | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | 
|Capital Contributions to Project Partner-ships and purchase price paid for limited partner interests in Project Partnerships

Cumulative equity in losses of Project Partnerships (1)

Cumulative distributions received from Project Partnerships

Investment in Project Partnerships before Adjustments

Excess of investment cost over the underlying assets acquired:
 Acquisition fees and expenses
 Accumulated amortization of  acquisition  fees and expenses

Investments in Project Partnerships | $ 17,982,007
(16,964,628)
(662,091)
-------------
355,288

2,254,715
(532,823)
------------
$ 2,077,180 
============= | $ 17,982,007
(16,598,559)
(621,503)
-------------
761,945

2,254,715
(515,827)
------------
$ 2,500,833 
============= | 

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $10,805,586 for the year ended March 31, 2001 and cumulative suspended losses of $8,576,100 for the
year ended March 31, 2000 are not included.

The Partnership's equity as reflected by the Project Partnerships of ($10,818,892) differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $355,287 primarily because of suspended
losses on the Partnership's books.

---

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships, excluding the Combined Entity beginning on the date of combination, on a three month lag, below is the summarized
financial information for the Series' Project Partnerships as of December 31 of each year:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                           | 1999
----                                                                                                                                                                                                                                                                                                                                                                                                                                          | 1998
----                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets

Total assets

Liabilities and Partners' Equity:
  Current liabilities
  Long-term debt

Total liabilities

Partners' equity
  Gateway
  General Partners

Total Partners' equity

Total liabilities and      partners' equity

SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
  Operating expenses
  Interest expense
  Depreciation and    amortization

Total expenses

Net loss

Other partners' share of net loss

Partnerships' share of net loss
Suspended losses

Equity in Losses of Project Partnerships | $ 9,905,902 
72,336,478 
83,227 
------------
$82,325,607 
============
$ 3,306,568 
91,449,102 
------------
94,755,670 
------------
(10,818,892)
(1,611,171)
------------
(12,430,063)
------------
$82,325,607 
============
$16,500,621 
------------
8,420,104 
7,161,879
3,540,410 
------------
19,122,393 
------------
$(2,621,772)
============
$   (26,217)
============
$(2,595,555)
2,229,486 
------------
$  (366,069)
============ | $ 9,662,741 
75,586,970 
154,521 
------------
$85,404,232 
============
$ 3,133,681 
91,844,099 
------------
94,977,780 
------------
(8,128,143)
(1,445,405)
------------
(9,573,548)
------------
$85,404,232 
============
$16,854,130 
------------
8,037,594 
7,792,876
4,052,357 
------------
19,882,827 
------------
$(3,028,697)
============
$   (30,287)
============
$(2,998,410)
2,508,247 
------------
$  (490,163)
============ | $ 9,270,553 
79,362,455 
178,232 
------------
$88,811,240 
============
$ 2,914,481 
92,201,499 
------------
95,115,980 
------------
(5,010,961)
(1,293,779)
------------
(6,304,740)
------------
$88,811,240 
============
$16,856,180 
------------
7,698,023 
7,926,164
3,570,633 
------------
19,194,820 
------------
$(2,338,640)
============
$   (23,387)
============
$(2,315,253)
1,705,156 
------------
$  (610,097)
============

As of December 31, 2000, the largest Project Partnership constituted 7.0% and 7.4% of the combined total assets and combined total revenues.  As of December 31, 1999, the largest Project Partnership constituted 6.9% and 7.3%
of the combined total assets and combined total revenues.

The report of the independent certified public accountants with respect to the financial statements of one Project Partnership expressed substantial doubt as to the Project Partnership's ability to continue as a going concern.
Gateway's net investment in this Project Partnership at March 31, 2001 and 2000 is zero.  Gateway's original investment in the Project Partnership approximated $188,260.  Through December 31, 2000, the Project Partnership has had recurring losses from
operation and has a net capital deficiency.

NOTE 9 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Year 2001             Quarter 1     Quarter 2    Quarter 3    Quarter 4
                      6/30/2000     9/30/2000    12/31/2000    3/31/2001

Total Revenues             $  77,584     $  78,540     $  74,802    $ 192,248

Net Income (Loss)               $(197,167)    $(255,417)    $ (66,885)   $(268,328)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding          $   (7.63)    $   (9.90)    $   (2.59)   $  (10.39)



Year 2000            Quarter 1     Quarter 2    Quarter 3     Quarter 4
                     6/30/1999     9/30/1999    12/31/1999    3/31/2000

Total Revenues             $  78,061     $  78,206     $  78,749    $ 206,450

Net Income (Loss)               $(266,498)    $(365,530)    $(198,265)   $ (47,101)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding          $  (10.32)    $  (14.15)    $   (7.68)   $   (1.83)

---



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

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

To the Partners
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(a Michigan limited partnership)
Kalamazoo, Michigan

We have audited the accompanying balance sheets of Crosstown
Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan
limited partnership) as of December 31, 2000 and 1999, and the related
statements of operations, statements of partners' equity (deficit), and
statements of cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's Management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Crosstown
Seniors Limited Dividend Housing Association Limited Partnership as of December
31, 2000 and 1999, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

/s/ Schoonover Boyer Gettman & Associates
Certified Public Accountants

Columbus, Ohio
January 26, 2001



---



Feldhake & Associates, P.C.
Certified Public Accountants
5675 DTC Blvd.
Englewood, CO 80111
PHONE:  303-694-8822
FAX:  303-771-9232

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

The Partners
Clayfed Apartments Ltd.
(A Limited Partnership)
Denver, Colorado

We have audited the accompanying balance sheet of Clayfed
Apartments (HUD Project No. 101-94010) as of December 31, 2000 and the related
statements of profit and loss, changes in project deficit and cash flows for the
year then ended. These financial statements are the responsibility of the
Project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Clayfed
Apartments (HUD Project No. 101-94010) as of December 31, 2000 and the results
of its operations, changes in project deficit and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and
the Consolidated Audit Guide for Audits of HUD Programs issued by
the U.S. Department of Housing and Urban Development, we have also issued a
report dated February 8, 2001 on our consideration of the Project's internal
controls and reports dated February 8, 2001 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 supporting information
included in the report shown on pages 14 to 16 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of Clayfed Apartments (HUD Project No. 101-94010). 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/ Feldhake & Associates, P.C.
Certified Public Accountant

Englewood, Colorado
February 8, 2001



---



D W P
Certified Public Accountants
820 16th Street, Suite 732
Denver, CO 80202
PHONE:  720-904-1394
FAX:  720-904-1396

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

The
Partners                          U.S.
Department of Housing and Urban Development
Clayfed Apartments                    HUD
Field Office Director
(a Colorado limited partnership)      Denver
Regional Office, Region VIII
Denver,Colorado                       633
17th Street, Denver, Colorado

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

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Clayfed
Apartments, HUD Project No. C099-K094-007, at December 31, 1999 and the results
of its operations and changes in Partners' deficit and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

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

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

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

Denver, Colorado
April 27, 2000

---



Feldhake & Associates, P.C.
Certified Public Accountants
5675 DTC Blvd.
Englewood, CO 80111
PHONE:  303-694-8822
FAX:  303-771-9232

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

The Partners
Westside Apartments, Ltd.
(A Limited Partnership)
Denver, Colorado

We have audited the accompanying balance sheet of Westside
Apartments (HUD Project No. 101-94009) as of December 31, 2000 and the related
statements of profit and loss, changes in project deficit and cash flows for the
year then ended. These financial statements are the responsibility of the
Project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Westside
Apartments (HUD Project No. 101-94009) as of December 31, 2000 and the results
of its operations, changes in project deficit and cash flows for the year then
ended, in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and
the Consolidated Audit Guide for Audits of HUD Programs issued by
the U.S. Department of Housing and Urban Development, we have also issued a
report dated February 16, 2001 on our consideration of the Project's internal
controls and reports dated February 16, 2001 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 supporting information
included in the report shown on pages 15 to 17 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of Westside Apartments (HUD Project No. 101-94009). 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/ Feldhake & Associates, P.C.
Certified Public Accountant

Englewood, Colorado
February 16, 2001

---



D W P
Certified Public Accountants
820 16th Street, Suite 732
Denver, CO 80202
PHONE:  720-904-1394
FAX:  720-904-1396

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

The Partners                           U.S.
Department of Housing and Urban Development
Westside Apartments, Ltd.              HUD
Field Office Director
(a Colorado limited partnership)       Denver
Regional Office, Region VIII
Denver, Colorado    
                  633
17th Street, Denver, Colorado

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

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Westside
Apartments, Ltd., HUD Project No. C099-K001-004, at December 31, 1999 and the
results of its operations and changes in Partners' deficit and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.

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

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

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

Denver, Colorado
April 27, 2000

---



Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus OH 43235-5421
PHONE:  614-825-0011
FAX:  614-825-0014

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

To the Partners of                                    
         Rural
Housing Service
Madison,Ltd.
                                          
       
Servicing Office
DBA Madison Woods Apartments                                   Wooster,
Ohio
Hudson, Ohio

We have audited the accompanying balance sheets of Madison,
Ltd. (a limited partnership), DBA Madison Woods Apartments, Case No.
41-043-341595553, as of December 31, 2000 and 1999, and the related income
statements, changes in partners' equity (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards, Government AuditingStandards, 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, the
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Madison,
Ltd., DBA Madison Woods Apartments, Case No. 41-043-341595553, at December 31,
2000 and 1999, and the results of its operations, changes in partners' equity
(deficit) and cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 12, 2001, on our consideration of
Madison, Ltd.'s internal control and a report dated January 12, 2001, on its
compliance with specific requirements applicable to Rural Housing Service
Programs.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants

Columbus, Ohio
January 12, 2001

---



Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus, OH 43235-5421
PHONE:  614-825-0011
FAX:  614-825-0014

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

To the Partners of                               
             Rural
Housing Service
Middlefield, Limited                              
            Servicing
Office
DBA Lakeview Village II                               
        Wooster, Ohio
Hudson, Ohio

We have audited the accompanying balance sheets of
Middlefield, Limited (a limited partnership), DBA Lakeview Village II, Case No.
41-028-341618469, as of December 31, 2000 and 1999, and the related income
statements, changes in partners' equity (deficit) and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards, Government AuditingStandards,issued
by the Comptroller General of the United States, and the U.S. Department of
Agriculture, Farmers Home Administration "Audit Program" issued in
December 1989. Those standards require that we plan and perform our audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Middlefield,
Limited, DBA Lakeview Village II, Case No. 41-028-341618469, at December 31,
2000 and 1999, and the results of its operations, changes in partners' equity
(deficit) and cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 12, 2001, on our consideration of
Middlefield, Limited's internal control and a report dated January 12, 2001, on
its compliance with specific requirements applicable to Rural Housing Service
Programs.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants

Columbus, Ohio
January 12, 2001

---



Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

To the Partners
Ashburn Housing Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Ashburn
Housing, Ltd. (a Limited Partnership), Federal ID No.: 58-1830643, as of
December 31, 2000 and 1999, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Ashburn
Housing, Ltd. as of December 31, 2000 and 1999, 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 25, 2001 on our consideration of Ashburn
Housing, Ltd.'s internal control structure and a report dated January 25, 2001
on its compliance with laws and regulations.

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

January 25, 2001

---



Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

To the Partners
Buena Vista Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Buena
Vista Housing, Ltd. (a Limited Partnership), Federal ID No.: 58-1830642, as of
December 31, 2000 and 1999, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Buena Vista
Housing, Ltd. as of December 31, 2000 and 1999, 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 25, 2001 on our consideration of Buena
Vista Housing Ltd.'s internal control structure and a report dated January 25,
2001 on its compliance with laws and regulations.

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

January 25, 2001

---



Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

To the Partners
Cuthbert Elderly Housing, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Cuthbert
Elderly Housing, Ltd. (a limited partnership), Federal ID No.: 58-1830589, as of
December 31, 2000 and 1999, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Cuthbert
Elderly Housing, Ltd. as of December 31, 2000 and 1999, 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 25, 2001on our consideration of Cuthbert
Elderly Housing Ltd.'s internal control structure and a report dated January 25,
2001 on its compliance with laws and regulations.

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

January 25, 2001

---



Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

To the Partners
Hannah's Mill Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Hannah's
Mill Apartments, Ltd. (a limited partnership), Federal ID No.: 58-1786726, as of
December 31, 2000 and 1999, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Hannah's
Mill Apartments, Ltd. as of December 31, 2000 and 1999, 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 25, 2001 on our consideration of
Hannah's Mill Apartments, Ltd.'s internal control structure and a report dated
January 25, 2001 on its compliance with laws and regulations.

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

January 25, 2001

---



Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
PHONE:  404-892-9651
FAX:  404-876-3913

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

To the Partners of
Milton Elderly Housing, Ltd.

We have audited the accompanying balance sheets of MILTON
ELDERLY HOUSING, LTD. (USDA Rural Development Case No.09-057-592911560), a
limited partnership, as of December 31, 2000 and 1999, and the related
statements of operations, changes in partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of MILTON
ELDERLY HOUSING, LTD. as of December 31, 2000 and 1999, and the results of its
operations, its changes in partner's equity (deficit), and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 25, 2001, on our consideration of MILTON
ELDERLY HOUSING, LTD.'s internal control and a report dated January 25, 2001, on
its compliance with laws and regulations applicable to the financial statements.

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

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

Atlanta, Georgia
January 25, 2001

---



Henderson & Godbee, P.C.
3488 North Valdosta Road
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

To the Partners
Winder Apartments, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Winder
Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-1786693, as of
December 31, 2000 and 1999, and the related statements of income, partners'
equity (deficit) and cash flows for the years then ended. The financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Winder
Apartments, Ltd. as of December 31, 2000 and 1999, 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 25, 2001 on our consideration of Winder
Apartments, Ltd.'s internal control structure and a report dated January 25,
2001 on its compliance with laws and regulations.

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

January 25, 2001

---



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

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

To the Partners
Sylacauga Garden Apartments III, Ltd.
Sylacauga, Alabama

We have audited the accompanying balance sheets of Sylacauga
Garden Apartments III, Ltd., a limited partnership, RHS Project No.:
01-061-630953708 as of December 31, 2000 and 1999, and the related statements of
operations, partners' deficit and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Sylacauga
Garden Apartments III, Ltd., RHS Project No.:01-061-630953708 as of December 31,
2000 and 1999, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we
have also issued a report dated February 19, 2001 on our consideration of
Sylacauga Garden Apartments III, Ltd.'s internal control over financial
reporting and on our tests of its compliance with certain provisions of laws and
regulations.

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

Gadsden, Alabama
February 19, 2001

---



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

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

To the Partners
RIVER ROAD APARTMENTS LIMITED

We have audited the accompanying balance sheets of RIVER ROAD
APARTMENTS LIMITED, RHS PROJECT NO. 22-026-721099603 as of December 31, 2000 and
1999 and the related statements of operations, changes in partners' equity
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of RIVER ROAD
APARTMENTS LIMITED as of December 31, 2000 and 1999 and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we
have also issued a report dated February 20, 2001 on our consideration of RIVER
ROAD APARTMENTS LIMITED's internal control and a report dated February 20, 2001
on its compliance with laws and regulations applicable to the financial
statements..

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

Metairie, Louisiana
February 20, 2001

---



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

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

Partners
Sun Valley Apartments, A Division of Augusta Properties
  (A Limited Partnership)
Fort Smith, Arkansas

We have audited the accompanying balance sheets of SUN VALLEY
APARTMENTS, A DIVISION OF AUGUSTA PROPERTIES (A LIMITED PARTNERSHIP) as of
December 31, 2000 and 1999, 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 the standards applicable to financial
audits contained in Government Auditing Standards, issued by the
Comptroller General of the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of SUN VALLEY
APARTMENTS, A DIVISION OF AUGUSTA PROPERTIES, (A LIMITED PARTNERSHIP) as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we
have also issued our report dated February 8, 2001, on our consideration of the
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
That report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

/s/ Baird, Kurtz, & Dobson

February 8, 2001

---



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

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

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

We have audited the accompanying balance sheets of BOONEVILLE
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A LANI-K APARTMENTS as of December 31,
2000 and 1999, 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 applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of BOONEVILLE
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A LANI-K APARTMENTS as of December 31,
2000 and 1999, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated February 8, 2001, on our consideration of the
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
That report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

/s/ Baird, Kurtz, & Dobson

February 8, 2001

---



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

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

Partners
Barling Properties, A Limited Partnership
  D/B/A Barling Place Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of BARLING
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A BARLING PLACE APARTMENTS as of December
31, 2000 and 1999, 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 applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of BARLING
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A BARLING PLACE APARTMENTS as of December
31, 2000 and 1999, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated February 8, 2001, on our consideration of the
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
That report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

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

/s/ Baird, Kurtz, & Dobson

February 8, 2001

---



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

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

Partners
Poteau Properties IV, A Limited Partnership
  D/B/A El Conquistador Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of POTEAU
PROPERTIES IV, A LIMITED PARTNERSHIP, D/B/A EL CONQUISTADOR APARTMENTS as of
December 31, 2000 and 1999, 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 applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of POTEAU
PROPERTIES IV, A LIMITED PARTNERSHIP, D/B/A EL CONQUISTADOR APARTMENTS as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we
have also issued our report dated February 8, 2001, on our consideration of the
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
That report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

/s/ Baird, Kurtz, & Dobson

February 8, 2001

---



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

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

Partners
Turtle Creek Properties Phase II, A Limited Partnership
  D/B/A Mill Creek III Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of TURTLE
CREEK PROPERTIES PHASE II, A LIMITED PARTNERSHIP, D/B/A MILL CREEK III
APARTMENTS as of December 31, 2000 and 1999, 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 applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of TURTLE CREEK
PROPERTIES PHASE II, A LIMITED PARTNERSHIP, D/B/A MILL CREEK III APARTMENTS as
of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we
have also issued our report dated February 10, 2000, on our consideration of the
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
That report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

/s/ Baird, Kurtz, & Dobson

February 8, 2001

---



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

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

Partners
Broken Bow Properties II, A Limited Partnership
  D/B/A Oakwood Village II Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of BROKEN BOW
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A OAKWOOD VILLAGE II APARTMENTS as of
December 31, 2000 and 1999, 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 applicable to financial audits contained in
Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of BROKEN BOW
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A OAKWOOD VILLAGE II APARTMENTS as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we
have also issued our report dated February 8, 2001, on our consideration of the
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.
That report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be read in conjunction with this report in
considering the results of our audit.

/s/ Baird, Kurtz, & Dobson

February 8, 2001

---



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

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

Partners of Lakewood Apartments
Project Number 32-060-470717466

We have audited the accompanying balance sheets of Lakewood
Apartments, a limited partnership, Project Number 32-060-470717466 as of
December 31, 2000 and 1999, 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 Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Lakewood
Apartments as of December 31, 2000 and 1999, 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, 2001, on our consideration of
internal controls.

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

Sioux Falls, South Dakota
February 7, 2001

---



Henderson & Godbee, P.C.
3488 N. Valdosta Road
P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  229-245-6040
FAX:  229-245-1669

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

To the Partners
Monroe Family, Ltd.
Valdosta, Georgia

We have audited the accompanying balance sheets of Monroe
Family, Ltd. (a Georgia limited partnership),Federal ID No. 58-1768407, as of
December 31, 2000 and 1999, and the related statements of operations, changes in
partners' (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Monroe
Family, Ltd. as of December 31, 2000 and 1999, 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, 2001 on our consideration of the
Monroe Family, Ltd.'s internal control structure and a report dated January 22,
2001 on its compliance with laws and regulations.

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

January 22, 2001

---



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

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

To the Partners
Brandywine III, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Brandywine
III, LLLP as of December 31, 2000 and 1999, and the related statements of
income, changes in partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Brandywine
III, LLLP as of December 31, 2000 and 1999, and the results of its operations,
changes in partners' capital and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued our reports dated February 23, 2001 on our consideration of
Brandywine III, LLLP internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 23, 2001

---



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

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

To the Partners
Concord IV, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Concord
IV, LLLP as of December 31, 2000 and 1999, and the related statements of income,
changes in partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Concord IV,
LLLP as of December 31, 2000 and 1999, and the results of its operations,
changes in partners' capital and cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued our reports dated February 23, 2001 on our consideration of Concord
IV, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 23, 2001

---



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

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

To the Partners
Dunbarton Oaks III, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Dunbarton
Oaks III, LLLP as of December 31, 2000 and 1999, and the related statements of
income, changes in partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Dunbarton
Oaks III, LLLP as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' capital, and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued our reports dated February 23, 2001 on our consideration of
Dunbarton Oaks III, LLLP's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 23, 2001

---



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

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

To the Partners,
Federal Manor III, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Federal
Manor III, LLLP as of December 31, 2000 and 1999, and the related statements of
income, changes in partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Federal
Manor III, LLLP as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' capital and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued our reports dated February 23, 2001, on our consideration of Federal
Manor III, LLLP's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 23, 2001

---



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

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

To the Partners
Laurel Apartments, LLLP
Bethesda, Maryland

We have audited the accompanying balance sheets of Laurel
Apartments, LLLP as of December 31, 2000 and 1999, and the related statements of
income, changes in partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Laurel
Apartments, LLLP as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' capital, and cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have
also issued our reports dated February 23, 2001 on our consideration of Laurel
Apartments, LLLP's internal control and on its compliance with laws and
regulations.

/s/ Regardie, Brooks & Lewis
Certified Public Accountants

February 23, 2001

---



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

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

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

We have audited the accompanying balance sheets of Middleport
Limited Partnership as of December 31, 2000 and 1999, 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, 2000 and 1999, 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 17, 2001, on our consideration of Middleport
Limited Partnership's internal control structure and a report dated January 17,
2001, on its compliance with laws and regulations.

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

January 17, 2001

---



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

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

To the Partners
Kenly Housing Associates
Charlotte, North Carolina

We have audited the accompanying balance sheets of Kenly
Housing Associates (a North Carolina limited partnership) as of December 31,
2000 and 1999, 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 the standards applicable to financial audits contained in
Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Kenly
Housing Associates as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 31, 2001, on our consideration of the
Partnership's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts, and grants.

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

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

January 31, 2001

---



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

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

To the Partners
Oakwood Grove, Ltd.

We have audited the accompanying basic financial statements
of Oakwood Grove, Ltd., as of and for the years ended December 31, 2000 and
1999, as listed in the table of contents. These basic financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the basic financial statements referred to
above present fairly, in all material respects, the financial position of
Oakwood Grove, Ltd. as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 18, 2001 on our consideration of
Oakwood Grove, Ltd.'s internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts, and
grants. That report is an integral part of an audit performed in accordance with
Government Auditing Standards and should be read in conjunction with this
report in considering the results of our audit.

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

/s/ Duggan, Joiner & Company
Certified Public Accountants

January 18, 2001

---



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

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

To the Partners
Sandhill Forest, Ltd.

We have audited the accompanying basic financial statements
of Sandhill Forest, Ltd., as of and for the years ended December 31, 2000 and
1999, as listed in the table of contents. These basic financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the basic financial statements referred to
above present fairly, in all material respects, the financial position of
Sandhill Forest, Ltd. as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 18, 2001 on our consideration of
Sandhill Forest, Ltd.'s internal control over financial reporting and our tests
of its compliance with certain provisions of laws, regulations, contracts and
grants. That report is an integral part of an audit performed in accordance with
Government Auditing Standards and should be read in conjunction with this
report in considering the results of our audit.

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

/s/ Duggan, Joiner & Company
Certified Public Accountants

January 18, 2001

---



Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN 46032
PHONE:  317-848-5700
FAX:  317-815-6140

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

To the Partners of
Laurel Woods Associates
(A Virginia Limited Partnership)

We audited the accompanying balance sheets of Laurel Woods
Associates (A Virginia Limited Partnership) as of December 31, 2000 and 1999,
and the related statements of operations, changes in partners' deficit, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Laurel Woods
Associates as of December 31, 2000 and 1999, 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 15, 2001 on our consideration of the
Partnership's internal controls and a report dated February 15, 2001 on its
compliance with laws and regulations.

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

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

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

February 15, 2001
Carmel, Indiana

---



Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN 46032
PHONE:  317-848-5700
FAX:  317-815-6140

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

To the Partners of
The Meadows Associates
(A Virginia Limited Partnership)

We audited the accompanying balance sheets of The Meadows
Associates (a Virginia Limited Partnership) as of December 31, 2000 and 1999,
and the related statements of operations, changes in partners' deficit, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of The Meadows
Associates as of December 31, 2000 and 1999, 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 15, 2001, on our consideration of the
Partnership's internal controls and a report dated February 15, 2001, on its
compliance with laws and regulations.

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

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

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

February 15, 2001
Carmel, Indiana

---



Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN 46032
PHONE:  317-848-5700
FAX:  317-815-6140

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

To the Partners of
Rivermeade Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Rivermeade Associates (a
Virginia Limited Partnership) as of December 31, 2000 and 1999, 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 AuditingStandards,
issued by the Comptroller General of the United States. Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Rivermeade
Associates as of December 31, 2000 and 1999, 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 15, 2001, on our consideration of the
Partnership's internal controls and a report dated February 15, 2001, on its
compliance with laws and regulations.

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

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

February 15, 2001
Carmel, Indiana

---



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

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

To the Partners
Greeneville Limited Partnership

I have audited the accompanying balance sheets of Greeneville
Limited Partnership as of December 31, 2000 and 1999, and the related statements
of operations, partners' deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.

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

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Greeneville Limited Partnership
as of December 31, 2000 and 1999, and the results of its operations, changes in
partners' deficit, and its cash flows for the years then ended in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, I
have also issued my report dated March 19, 2001 on my consideration of
Greeneville Limited Partnership's internal control over financial reporting and
on my tests of its compliance with certain provisions of laws and regulations.

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

March 19, 2001

---



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

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

To the Partners
Pulaski Village Limited Partnership

I have audited the accompanying balance sheets of Pulaski
Village Limited Partnership as of December 31, 2000 and 1999, and the related
statements of operations, partners' deficit and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pulaski Village Limited
Partnership as of December 31, 2000 and 1999, and the results of its operations,
changes in partners' deficit, and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I
have also issued my report dated March 19, 2001 on my consideration of Pulaski
Village Limited Partnership's internal control over financial reporting and on
my tests of its compliance with certain provisions of laws and regulations.

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

March 19, 2001

---



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

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

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

We have audited the accompanying balance sheets of Kingsland
Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2000 and 1999,
and the related statements of income (loss), partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Kingsland
Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2000 and 1999,
and the results of its operations and cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 30, 2001, on our consideration of the
internal control structure of Kingsland Housing, Ltd. - (A Texas Limited
Partnership) and a report dated January 30, 2001, on its compliance with laws
and regulations.

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

Austin, Texas
January 30, 2001

---



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

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

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

We have audited the accompanying balance sheets of Sabinal
Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2000 and 1999
and the related statement of income (loss), partners' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statement referred to above
presents fairly, in all material respects, the financial position of Sabinal
Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2000 and 1999,
and the results of its operations and its cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 30, 2001, on our consideration of the
internal control structure of Sabinal Housing, Ltd. - (A Texas Limited
Partnership) and a report dated January 30, 2001, on its compliance with laws
and regulations.

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

Austin, Texas
January 30, 2001

---



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

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

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

We have audited the accompanying balance sheets of Mathis
Retirement, Ltd. - (A Texas Limited Partnership) as of December 31, 2000 and
1999, and the related statements of income (loss), partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Mathis
Retirement, Ltd. - (A Texas Limited Partnership) as of December 31, 2000 and
1999, 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 29, 2001, on our consideration of the
internal control structure of Mathis Retirement, Ltd. - (A Texas Limited
Partnership) and a report dated January 29, 2001, on its compliance with laws
and regulations.

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

Austin, Texas
January 29, 2001

---



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

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

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

We have audited the accompanying balance sheets of
Floresville Housing Ltd. - (A Texas Limited Partnership) as of December 31, 2000
and 1999, and the related statements of income (loss), partners' equity, and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Floresville
Housing, Ltd. - (A Texas Limited Partnership) as of December 31, 2000 and 1999,
and the results of its operations and cash flows for the years then ended in
conformity with Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 26, 2001, on our consideration of the
internal control structure of Floresville Housing, Ltd. - (A Texas Limited
Partnership) and a report dated January 26, 2001, on its compliance with laws
and regulations.

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

Austin, Texas
January 26, 2001

---



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

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

To the Partners
Teton View Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Teton View
Limited Partnership as of December 31, 2000 and 1999, and the related statements
of operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Teton View
Limited Partnership as of December 31, 2000 and 1999, and the results of its
operations, and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued reports dated February 1, 2001, on our consideration of Teton
View Limited Partnership's internal controls and compliance with laws and
regulations.

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

/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 1, 2001

---



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

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

To the Partners
Pleasant Valley Housing Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Pleasant
Valley Housing Limited Partnership as of December 31, 2000 and 1999, and the
related statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Pleasant
Valley Housing Limited Partnership as of December 31, 2000 and 1999, and the
results of its operations, and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued reports dated January 23, 2001, on our consideration of
Pleasant Valley Housing Limited Partnership's internal controls and compliance
with laws and regulations.

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

/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
January 23, 2001

---



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

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

To the Partners
Eagles Bay Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Eagles Bay
Limited Partnership as of December 31, 2000 and 1999 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 Standardsissued 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, 2000 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 18, 2001 on our consideration of
Eagles Bay Limited Partnership's internal control over financial reporting and
our tests of its compliance with certain provisions of laws, regulations,
contracts and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

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

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 18, 2001

---



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

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

To the Partners
Stone Arbor Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Stone
Arbor Limited Partnership as of December 31, 2000 and 1999 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, 2000 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 22, 2001 on our consideration of Stone
Arbor Limited Partnership's internal control over financial reporting and our
tests of its compliance with certain provisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in accordance
with Government Auditing Standards and should be read in conjunction with this
report in considering the results of our audit.

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

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 22, 2001

---



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

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

To the Partners
Suncrest Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheet of Suncrest
Limited Partnership as of December 31, 2000 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, 1999 were audited by other auditors whose report thereon dated
January 21, 2000 expressed an unqualified opinion on those statements.

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

In our opinion, the 2000 financial statements referred to
above present fairly, in all material respects, the financial position of
Suncrest Limited Partnership as of December 31, 2000 and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 31, 2001 on our consideration of
Suncrest Limited Partnership's internal control over financial reporting and our
tests of its compliance with certain provisions of laws, regulations, contracts
and grants. That report is an integral part of an audit performed in accordance
with Government Auditing Standards and should be read in conjunction with
this report in considering the results of our audit.

Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplementary information
on page 9 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the audit procedures applied in the 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/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 31, 2001

---



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

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

To the Partners
Suncrest Limited Partnership
Raleigh, North Carolina

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

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

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

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

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

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

January 21, 2000

---



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

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

To the Partners
Woodcroft Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Woodcroft
Limited Partnership as of December 31, 2000 and 1999 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, 2000 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 22, 2001 on our consideration of
Woodcroft Limited Partnership's internal control over financial reporting and
our tests of its compliance with certain provisions of laws, regulations,
contracts and grants. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in
conjunction with this report in considering the results of our audit.

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

/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 22, 2001

---



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

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

The Partners
Mabank 1988 Limited
Temple, Texas

We have audited the balance sheet of Mabank 1988 Limited (a
Texas limited partnership), as of December 31, 2000 and 1999 and the related
statements of partners' deficit, operations, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the aforementioned financial statements
present fairly, in all material respects, the financial position of Mabank 1988
Limited as of December 31, 2000 and 1999, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated January 18, 2001 on our consideration of
Mabank 1988 Limited's internal control and on its compliance with laws and
regulations applicable to the financial statements.

Our audits were made for the purpose of forming an opinion on
the basic financial statement taken as a whole. The supplemental information on
pages 10 through 18 are presented for purposes of additional analysis and are
not a required part of the basic financial statements. The supplemental
information presented in the Year End Report/Analysis (Form FmHA 1930-8);
Statement of Actual Budget and Income (Form 1930-7) for the year ended December
31, 2000, and the other Supplemental Data Required by the Rural Housing and
Community Development Services, are presented for purposes of complying with the
requirements of the Rural Housing and Community Development Services and are not
a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

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

January 18, 2001

---



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

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

To the Partners
Hunter's Ridge, Ltd.

We have audited the accompanying balance sheet of Hunter's
Ridge, Ltd., (a limited partnership) as of December 31, 2000 and 1999, and the
related Statement of Operations, Partners' Capital and Cash Flows for the years
then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Hunter's
Ridge, Ltd., as of December 31, 2000 and 1999, and the results of its operations
and cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we
have issued a report dated March 16, 2001 on our consideration of Hunter's
Ridge, Ltd's internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and grants.

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

March 16, 2001

---



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

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

To the Partners
Casa Linda Limited Partnership

We have audited the accompanying balance sheets of Casa Linda
Limited Partnership as of December 31, 2000 and 1999, and the related statements
of operations, partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Casa Linda
Limited Partnership as of December 31, 2000 and 1999, 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
February 6, 2001, on our consideration of Casa Linda Limited Partnership's
internal control structure and a report dated February 6, 2001, on its
compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The accompanying
supplementary information shown on Pages 17 through 18 is presented for purposes
of additional analysis and is not a required part of the basic financial
statements of the Partnership. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

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

February 6, 2001
Big Spring, Texas

---



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

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

To the Partners
La Villa Elena, Ltd. Limited Partnership

We have audited the accompanying balance sheets of La Villa
Elena, Ltd. Limited Partnership as of December 31, 2000 and 1999, and the
related statements of operations, partners' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of La Villa
Elena, Ltd. Limited Partnership as of December 31, 2000 and 1999, 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
February 6, 2001, on our consideration of La Villa Elena, Ltd. Limited
Partnership's internal control structure and a report dated February 6, 2001, on
its compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The accompanying
supplementary information shown on Pages 18 through 19 is presented for purposes
of additional analysis and is not a required part of the basic financial
statements of the Partnership. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

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

February 6, 2001
Big Spring, Texas

---



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

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

To the Partners
Rio Abajo Apartments Limited Partnership

We have audited the accompanying balance sheets of Rio Abajo
Apartments Limited Partnership as of December 31, 2000 and 1999, and the related
statements of operations, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Rio Abajo
Apartments Limited Partnership as of December 31, 2000 and 1999, 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
February 6, 2001, on our consideration of Rio Abajo Apartments Limited
Partnership's internal control structure and a report dated February 6, 2001, on
its compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The accompanying
supplementary information shown on Pages 17 through 18 is presented for purposes
of additional analysis and is not a required part of the basic financial
statements of the Partnership. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

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

February 6, 2001
Big Spring, Texas

---



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

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

To the Partners
Sage Limited Partnership

We have audited the accompanying balance sheets of Sage
Limited Partnership as of December 31, 2000 and 1999, and the related statements
of operations, partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Sage Limited
Partnership as of December 31, 2000 and 1999, 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
February 6, 2001, on our consideration of Sage Limited Partnership's internal
control structure and a report dated February 6, 2001, on its compliance with
laws and regulations.

Our audit was conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The accompanying
supplementary information shown on Pages 19 through 20 is presented for purposes
of additional analysis and is not a required part of the basic financial
statements of the Partnership. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.

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

February 6, 2001
Big Spring, Texas

---



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

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

To the Partners                                    
      Rural
Development Services
Laynecrest Associates Limited Partnership                Hillsboro,
Ohio

We have audited the accompanying balance sheets of Laynecrest
Associates Limited Partnership RDS case No. 41-092-311254109, as of December 31,
2000 and 1999, 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 AuditingStandards,
issued by the Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration "'Audit Program". Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Laynecrest
Associates Limited Partnership as of December 31, 2000 and 1999, and the results
of its operations, changes in partners' deficit and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards
we have also issued a report dated January 23, 2001, on our consideration of
Laynecrest Associates Limited Partnership's internal controls and a report dated
January 23, 2001 on its compliance with laws and regulations.

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

January 23, 2001

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

---



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

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

To the Partners  
                                          
Rural
Development Services
Martindale Limited Partnership
                             Hillsboro,
Ohio

We have audited the accompanying balance sheets of Martindale
Limited Partnership RDS Case No. 41-092-311153919, as of December 31, 2000 and
1999, and the related statements of income, changes in partners' deficit, and
cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Martindale
Limited Partnership at December 31, 2000 and 1999, and the results of its
operations, changes in partners' deficit and cash flows for the years then ended
in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards,
we have also issued a report dated January 24, 2001 on our consideration of
Martindale Limited Partnership's internal controls and a report dated January
24, 2001 on its compliance with laws and regulations.

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

January 24, 2001

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

---



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

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

To the General Partners of
Robinhood Apartments, Ltd.

We have audited the accompanying balance sheets of Robinhood
Apartments, Ltd. as of December 31, 2000 and 1999, and the related statements of
operations, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Robinhood
Apartments, Ltd. as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we
have also issued our report dated January 19, 2001, on our consideration of the
partnership's internal control over financial reporting and on its compliance
with certain provisions of laws, regulations, contracts and grants. That report
is an integral part of an audit performed in accordance with Government Auditing
Standards and should be read in conjunction with this report in considering the
results of our Audit.

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

January 19, 2000

---



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

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

To the General Partners of
Skyview Terrace, Ltd.:

We have audited the accompanying balance sheets of Skyview
Terrace, Ltd. as of December 31, 2000 and 1999, and the related statements of
operations, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Skyview
Terrace, Ltd. as of December 31, 2000 and 1999, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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

In accordance with Government Auditing Standards, we
have also issued our report dated January 18, 2001, on our consideration of the
partnership's internal control over financial reporting and on its compliance
with certain provisions laws, regulations, contracts and grants. That report is
an integral part of an audit performed in accordance with Government Auditing
Standards and should be read in conjunction with this report in considering
the results of our audit.

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

January 18, 2001

---



Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902

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

To the Partners
Riverside Apartments, Ltd.
Demopolis, Alabama

We have audited the accompanying balance sheets of Riverside
Apartments, Ltd., a limited partnership, RHS Project No.: 01-046-630978050 as of
December 31, 2000 and 1999, and the related statements of operations, partners'
deficit and cash flows for the years then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Riverside
Apartments, Ltd., RHS Project No.: 01-046-630978050 as of December 31, 2000 and
1999, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental information on
pages 10 through 13 is presented for purposes of additional analysis and is not
a required part of the basic financial statements. The supplemental information
presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA
1930-8) Parts I and II for the year ended December 31, 2000 and 1999, is
presented for purposes of complying with the requirements of the Rural Housing
Services and is also not a required part of the basic financial statements. Such
information has been subjected to the audit procedures applied in the audit of
the basic financial statements and, in our opinion is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we
have also issued a report dated February 26, 2001 on our consideration of
Riverside Apartments, Ltd.'s internal control over financial reporting and on
our tests of its compliance with certain provisions of laws and regulations.

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

Gadsden, Alabama
February 26, 2001

---



Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
PHONE:  404-892-9651
FAX:  404-876-3913

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

To the Partners
Brookshire Apartments, L.P.

We have audited the accompanying balance sheet of BROOKSHIRE
APARTMENTS, L.P. (USDA Rural Development Case No. 10-075-581765612), as of
December 31, 2000 and 1999, and the related statements of operations, changes in
partners' accumulated deficit, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted
auditing standards, Government Auditing Standards, issued by the
Comptroller General of the United States, and the U.S. Department of
Agriculture, Farmers Home Administration'sAudit 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 BROOKSHIRE
APARTMENTS, L.P. as of December 31, 2000 and 1999, and the results of its
operations, its changes in partners' accumulated deficit, and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we
have also issued reports dated January 20, 2001 on our consideration of
BROOKSHIRE APARTMENTS, L.P.'s internal control and on its compliance with laws
and regulations applicable to the financial statements.

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

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

January 20, 2001

---



Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
PHONE:  404-892-9651
FAX:  404-876-3913

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, 2000 and
1999, and the related statements of operations, changes in partners' accumulated
deficit, and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In accordance with Government Auditing Standards, we
have also issued reports dated January 20, 2001 on our consideration of
SANDRIDGE APARTMENTS, LTD.'s internal control and on its compliance with laws
and regulations applicable to the financial statements.

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

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

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

January 20, 2001

---



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

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

Limestone Estates
Caribou, Maine

To the Partners

We have audited the accompanying balance sheets of Limestone
Estates, (a limited partnership) as of December 31, 2000 and 1999, and the
related statements of operations, partners' deficit, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Limestone
Estates as of December 31, 2000 and 1999, and the results of its operations,
partners' deficit and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 26, 2001on our consideration of
Limestone Estates' internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations, contracts and
grants. That report is an integral part of an audit performed in accordance with
Government Auditing Standards and should be read in conjunction with this
report in considering the results of our audit.

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

Presque Isle, Maine
February 2, 2000

---



Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
PHONE:  404-892-9651
FAX:  404-876-3913

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

To the Partners
Longleaf Apartments, Ltd.

We have audited the accompanying balance sheets of LONGLEAF
APARTMENTS, LTD. (USDA Rural Development Case No. 10-065-581788240) as of
December 31, 2000 and 1999, and the related statements of operations, changes in
partners' accumulated deficit, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of LONGLEAF
APARTMENTS, LTD. as of December 31, 2000 and 1999, and the results of its
operations, its changes in partners' accumulated deficit, and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 15, 2001 on our consideration of
LONGLEAF APARTMENTS, LTD.'s internal control and a report dated January 15, 2001
on its compliance with laws and regulations applicable to the financial
statements.

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

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

January 15, 2001

---



Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus, OH 43235-5421
PHONE:  614-825-0011
FAX:  614-825-0014

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

To the Partners of                                    
          Rural
Housing Service
Crestwood Villa 2 Limited Partnership                           Servicing
Office
DBA Applewood Apartments                                      
  Findlay,
Ohio
Mansfield, Ohio

We have audited the accompanying balance sheets of Crestwood
Villa 2 Limited Partnership (a limited partnership), DBA Applewood Apartments,
Case No. 41-017-341612174, as of December 31, 2000 and 1999, and the related
income statements, changes in partners' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards, Government AuditingStandards, issued
by the Comptroller General of the United States, and the U.S. Department of
Agriculture, Farmers Home Administration "Audit Program" issued in
December 1989. Those standards require that we plan and perform our audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Crestwood
Villa 2 Limited Partnership, DBA Applewood Apartments, Case No.
41-017-341612174,, at December 31, 2000 and 1999, and the results of its
operations, changes in partners' equity (deficit) and cash flows for the years
then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued a report dated January 19, 2001, on our consideration of
Crestwood Villa 2 Limited Partnership's internal control and a report dated
January 19, 2001, on its compliance with specific requirements applicable to
Rural Housing Service Programs.

/s/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Columbus, Ohio

January 19, 2001

---



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

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

To the Owners
Fairview South, Ltd.
700 South Palestine
Athens, Texas 75751

We have audited the accompanying Balance Sheet of Fairview
South, Ltd. as of December 31, 2000 and 1999, and the related Statements of
Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows for
the years then ended. These financial statements are the responsibility of
Fairview South, Ltd.'s management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Fairview
South, Ltd. as of December 31, 2000 and 1999, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated March 20, 2001 on our consideration of
Fairview South, Ltd.'s compliance and internal control over financial reporting.

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

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

March 20, 2001

---



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

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

To the Owners
Southwood Apartments, Ltd.
700 South Palestine
Athens, Texas 75751

We have audited the accompanying Balance Sheet of Southwood
Apartments, Ltd. as of December 31, 2000 and 1999, and the related Statements of
Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows for
the years then ended. These financial statements are the responsibility of
Southwood Apartments, Ltd.'s management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Southwood
Apartments, Ltd. as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we
have also issued our report dated May 11, 2001 on our consideration of Southwood
Apartments, Ltd.'s compliance and on internal control over financial reporting.

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

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

May 11, 2001

---

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

J. Davenport Mosby, age 45, 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.

Sandra L. Furey, age 39, 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, 2001.

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, 2000, 1999 and 1998.

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, 2001, 2000 and 1999 were $494,898, $496,681, and $498,294 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, 2001, 2000 and 1999 were $36,934, $39,066, and $30,235 respectively.

---

PART IV

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

a.(1) Financial Statements

(2) Financial Statement Schedules -

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

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

(3) Exhibit Index -

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

TableNumber1.1      Form of Soliciting Dealer Agreement
1.2      Form of Escrow Agreement between Gateway Tax Credit Fund, Ltd.,
         and Southeast Bank
2.1      Purchase and Sale Agreement, dated June 30, 1988 pertaining to
         the acquisition of limited partnership interests in Martindale
         Limited Partnership
2.2      Purchase and Sale Agreement, dated June 30, 1988 pertaining to
         the acquisition of limited partnership interests in Laynecrest
         Associates Limited Partnership
2.3      Purchase and Sale Agreement, dated August 28, 1988 pertaining
         to the acquisition of limited partnership interests in La Villa
         Elena Limited Partnership
2.4      Purchase and Sale Agreement, date August 28, 1988 pertaining to
         the acquisition of limited partnership interests in Rio Abajo
         Limited Partnership
3.1      The form of Partnership Agreement of the Partnership is
         included as Exhibit "A" to the Prospectus
3.1.1    Amended Certificate of Limited Partnership of Gateway Tax
         Credit Fund, Ltd.
3.2      Articles of Incorporation of Raymond James Partners, Inc.
3.2.1    Bylaws of Raymond James Partners, Inc.
3.3      Articles of Incorporation of Raymond James Tax Credit Funds,
         Inc.
3.3.1    Bylaws of Raymond James Tax Credit Funds, Inc.
3.4      Amended and Restated Agreement and Certificate of Limited
         Partnership of Martindale Limited Partnership
3.5      Amended and Restated Agreement and Certificate of Limited
         Partnership of Laynecrest Associates Limited
3.6      Amended and Restated Agreement and Certificate of Limited
         Partnership of La Villa Elena Limited Partnership
3.7      Amended and Restated Agreement and Certificate of Limited
         Partnership of Rio Abajo Limited Partnership
3.8      Amended and Restated Agreement of Village Apartments of
         Fortville II, L.P. is included as Exhibit E to the document
         included as Exhibit 2.5
3.9      Amended and Restated Partnership Agreement of Village
         Apartments of Summitville II, L.P. is included as Exhibit E to
         the document included as Exhibit 2.6
3.10     Amended and Restated Partnership Agreement of Village
         Apartments of Madison, Ltd. is included as Exhibit E to the
         document included as Exhibit 2.7
3.11     Amended and Restated Partnership Agreement of Village
         Apartments of Monroe Family, Ltd. is included as Exhibit E to
         the document included as Exhibit 2.8
3.12     Amended and Restated Partnership Agreement of Village
         Apartments of Longleaf Apartments, Ltd. is included as Exhibit
         E to the document included as Exhibit 2.9
3.13     Amended and Restated Partnership Agreement of Village
         Apartments of Hannah's Mill Apartments, Ltd. is included as
         Exhibit E to the document included as Exhibit 2.10
3.14     Amended and Restated Partnership Agreement of Village
         Apartments of Sylacauga Garden Apartments III, Ltd.
3.15     Amended and Restated Partnership Agreement of Suncrest Limited
         Partnership is included as Exhibit E to the document included
         as Exhibit 2.12
3.16     Amended and Restated Partnership Agreement of Dunbarton Oaks
         III, Limited Partnership
3.17     Amended and Restated Partnership Agreement of Brandywine III
         Limited Partnership
3.18     Amended and Restated Partnership Agreement of Concord IV
         Limited Partnership
3.19     Amended and Restated Partnership Agreement of Mulberry Hill IV
         Associates Limited Partnership
3.20     Amended and Restated Partnership Agreement of Federal Manor
         Limited Partnership
3.21     Amended and Restated Partnership Agreement of Laurel Apartments
         Limited Partnership
3.22     Amended and Restated Partnership Agreement of Casa Linda
         Limited Partnership
3.23     Amended and Restated Partnership Agreement of Rivermeade
         Associates
3.24     Amended and Restated Partnership Agreement of Keysville Limited
         Partnership
3.25     Amended and Restated Partnership Agreement of Laurel Woods
         Associates
3.26     Amended and Restated Partnership Agreement of Meadows
         Associates
3.27     Amended and Restated Partnership Agreement of Riverside Apts.,
         Ltd.
3.28     Amended and Restated Partnership Agreement of Limestone
         Estates, Ltd.
3.29     Amended and Restated Partnership Agreement of Sandridge Apts.,
         Ltd.
3.30     Amended and Restated Partnership Agreement of Brookshire Apts.,
         Ltd.
3.31     Amended and Restated Partnership Agreement of Teton View Apts., Ltd.
3.32     Amended and Restated Partnership Agreement of Eagle's Bay Ltd.
         Partnership
3.33     Amended and Restated Partnership Agreement of Sage, Ltd.
3.34     Amended and Restated Partnership Agreement of Albany, Ltd.
3.35     Amended and Restated Partnership Agreement of Burkesville, Ltd.
3.36     Amended and Restated Partnership Agreement of Scotts Hill, Ltd.
3.37     Amended and Restated Partnership Agreement of Claremont
         Housing, Ltd.
3.38     Amended and Restated Partnership Agreement of Village
         Apartments of Sparta Ltd.
3.39     Amended and Restated Partnership Agreement of Crosstown Seniors
         Limited Dividend Housing Association Ltd.
3.40     Amended and Restated Partnership Agreement of Village
         Apartments of Divernon Ltd.
3.41     Amended and Restated Partnership Agreement of Oakwood
         Apartments Ltd.
3.42     Amended and Restated Partnership Agreement of Middleport Ltd.
3.43     Amended and Restated Partnership Agreement of Village
         Apartments of Morgantown Ltd.
3.44     Amended and Restated Partnership Agreement of Lakewood
         Apartments Ltd.
3.45     Amended and Restated Partnership Agreement of Mabank 1988
         Limited
3.46     Amended and Restated Partnership Agreement of Ashburn Housing
         Ltd. L.P.
3.47     Amended and Restated Partnership Agreement of Cuthbert Elderly
         Housing, Ltd.
3.48     Amended and Restated Partnership Agreement of Buena Vista
         Housing, Ltd. L.P.
3.49     Amended and Restated Partnership Agreement of Spring Creek
         Apts., Ltd.
3.50     Amended and Restated Partnership Agreement of Milton Elderly
         Housing, Ltd., L.P.
3.51     Amended and Restated Partnership Agreement of Sandhill Forest,
         Ltd.
3.52     Amended and Restated Partnership Agreement of Oakwood Grove,
         Ltd.
3.53     Amended and Restated Partnership Agreement of Hastings Manor,
         Ltd.
3.54     Amended and Restated Partnership Agreement of Robinhood Apts.,
         Ltd.
3.55     Amended and Restated Partnership Agreement of Skyview Terrace
         Apts., Ltd.
3.56     Amended and Restated Partnership Agreement of Stone Arbor Ltd.
3.57     Amended and Restated Partnership Agreement of Woodcroft Ltd.
3.58     Amended and Restated Agreement of Limited Partnership of Winder
         Apartments, Ltd., L.P.
3.59     Amended and Restated Partnership Agreement of Spring Creek
         Apartments, Ltd.
3.60     Amended and Restated Agreement of Limited Partnership of
         Hunters Ridge, Ltd.
8.1      Tax opinion and consent of Schifino & Fleischer, P.A.
24.1     Consent of Spence, Marston & Bunch, Certified Public
         Accountants
24.2     The consent of Gerald D. Myers, CPA
24.3     The consent of Kenneth Leventhal & Company
24.4     The consent of Schifino & Fleischer, P.A., to all references
         made to them in the Prospectus included as a part of the
         Registration Statement of Gateway Tax Credit Fund, Ltd., and
         all amendments thereto, is included in their opinions filed as
         Exhibit 8.1 to the Registration Statement
28.1     Table VI (Acquisition of Properties by Program) of Appendix II
         to Industry Guide 5, Preparation of Registration Statements
         Relating to Interests in Real Estate Limited Partnerships

Prospectus dated March 2, 1988

b.   Reports filed on Form 8-K - NONE

c.   Exhibits filed with this Report - NONE

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000

Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Location
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | # of Units
----------                                                                                                                                                                                                                            | Mortgage Loan Balance
-------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Clayfed Apts.
Westside Apts.
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | Medway, OH
Union, OH
Bernalillo, NM
Truth or Consequences,NM
Fortville, IN
Summitville, IN
Yanceyville, NC
Millsboro, DE
Perryville, MD
Georgetown, DE
Federalsburg, MD
Laurel, DE
Easton, MD
Madison, OH
Thomaston, GA
Cairo, GA
Sylacauga, AL
Monroe, GA
Denver, CO
Denver, CO
Silver City, NM
Yorktown, VA
Ashland, VA
Keysville, VA
Kalamazoo, MI
Demopolis, AL
McDonough, GA
Fernandina Beach, FL
Limestone, ME
Beaufort, NC
Rigby, ID
Albany, KY
Burkesville, KY
Scotts Hill, TN
Gallup, NM
Cascade, ID
Middleport, NY
Columbus, NE
Morgantown, IN
Ashburn, GA
Cuthbert, GA
Melrose, FL
Crescent City, FL
Hastings, FL
Norfolk, NE
Springfield, TN
Springfield, TN
Mabank, TX
Buena Vista, GA
Elizabethtown, NC
Quitman, GA
Cherokee, AL
Milton, FL
Winder, GA
Killen, AL
Madison, NC
Greeneville, TN
Centralia, IL
Poteau, OK
Barling, AR
Booneville, AR
Augusta, KS
Farmville, VA
Kenly, NC
Athens, TX
Waggaman, LA
Middlefield, OH
Floresvile, TX
Mathis, TX
Sabinal, TX
Kingsland, TX
Crestline, OH
Poteau, OK
Decatur, AR
Broken Bow, OK
Grove, OK
Grangeville, ID
Hartwell, GA
Pulaski, VA
Jacksonville, TX | 48
30
54
42
24
24
40
32
32
32
32
32
16
40
50
36
45
48
32
52
41
80
40
24
201
40
46
46
25
40
40
24
24
12
44
16
25
24
24
41
32
16
36
24
72
48
48
42
25
32
18
24
43
48
40
40
40
24
32
48
50
66
40
48
44
43
36
40
36
24
34
36
19
24
46
42
32
24
44
40 | 1,458,664
932,077
1,465,651
1,388,264
670,892
731,961
1,467,897
1,084,039
1,080,914
1,106,540
1,156,951
1,125,443
591,456
1,181,649
1,464,942
964,905
1,408,299
1,458,230
973,136
1,580,426
1,372,840
2,542,509
1,271,306
753,465
4,409,221
1,155,024
1,387,439
1,312,008
1,148,158
1,477,082
1,425,811
732,027
734,489
407,275
1,469,740
438,895
946,824
784,673
786,692
1,052,490
819,634
466,528
1,009,865
698,190
2,429,613
1,463,057
1,329,539
1,109,338
654,111
1,151,839
489,779
531,808
1,077,935
1,418,461
1,165,874
1,483,326
1,199,455
799,840
589,228
910,670
1,363,837
1,918,402
1,326,748
1,331,881
1,062,842
1,119,765
1,083,475
1,036,397
871,160
603,729
845,135
1,083,598
461,836
772,208
1,478,703
1,240,265
1,146,487
669,422
1,384,333
950,485
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                  | ------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                  | $ 91,449,102                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                  | ============                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000

Apartment Properties

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

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000

Apartment Properties

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Gross Amount At Which Carried At December 31, 2000
--------------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Land
----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Clayfed Apts.
Westside Apts.
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | 324,659
251,096
128,000
89,795
25,000
30,000
343,827
105,508
131,161
127,805
147,692
146,093
58,371
60,000
60,000
54,700
70,000
110,000
84,000
134,701
153,730
251,734
106,742
34,534
548,622
93,089
114,750
144,000
79,224
181,070
87,187
49,161
44,697
30,000
196,207
29,041
18,000
96,800
15,000
35,000
22,550
28,091
44,712
18,000
254,531
50,500
40,112
94,031
11,390
82,500
33,330
20,000
50,000
73,500
48,275
57,280
47,258
36,450
33,000
62,500
32,500
101,300
105,846
25,000
111,841
138,000
70,700
76,669
37,127
18,000
30,000
54,000
18,350
24,300
70,000
45,000
65,227
49,800
75,000
48,451
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $ 7,096,117                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000

Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Accumulated Depreciation
------------------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Depreciable Life
----------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Clayfed Apts.
Westside Apts.
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | 929,577
525,951
564,674
513,803
358,416
392,673
536,856
657,410
694,670
689,138
701,599
709,610
361,476
523,074
718,917
476,752
778,154
722,511
429,966
654,329
466,261
1,295,954
707,475
427,555
1,991,658
401,489
631,805
608,997
662,422
478,102
659,170
339,111
329,991
166,295
467,302
250,408
317,730
336,738
372,705
482,636
387,303
178,320
396,050
255,566
1,150,179
696,834
632,619
470,870
299,097
362,290
215,240
198,412
491,881
655,401
359,220
454,721
632,859
373,494
299,514
503,287
767,097
1,053,354
662,085
455,585
625,641
370,958
432,748
368,342
243,573
179,608
249,650
458,146
256,341
415,865
708,726
669,216
553,281
295,956
739,697
537,939 | 5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 40.0
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 33.0
5.0 - 30.0
5.0 - 30.0
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 40.0
5.0 - 40.0
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 40.0
5.0 - 30.0
5.0 - 30.0
5.0 - 27.5
5.0 - 50.0
5.0 - 27.5
5.0 - 40.0
5.0 - 40.0
5.0 - 40.0
5.0 - 40.0
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 27.5
5.0 - 30.0
5.0 - 30.0
5.0 - 35.0
5.0 - 35.0
5.0 - 40.0
5.0 - 30.0
5.0 - 50.0
5.0 - 50.0
5.0 - 35.0
5.0 - 30.0
5.0 - 50.0
5.0 - 40.0
5.0 - 30.0
5.0 - 30.0
5.0 - 50.0
5.0 - 50.0
5.0 - 50.0
5.0 - 27.5
5.0 - 27.5
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 27.5
5.0 - 40.0
5.0 - 25.0
5.0 - 40.0
5.0 - 27.5
5.0 - 50.0
5.0 - 50.0
5.0 - 50.0
5.0 - 50.0
5.0 - 33.0
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 25.0
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $42,390,325                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2000

Reconciliation of Land, Building & Improvements current year changes:

|Balance at beginning of period -
December 31, 1999
 Additions during period:
  Acquisitions through    foreclosure
  Other acquisitions
  Improvements, etc.
  Other
Deductions during period:
  Cost of real estate sold
  Other | 0 
344,121 
0 
0 
---------
70,962 
0 
--------- | $  114,453,644



344,121

70,962 
------------
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | -----------------------------------------------
|Balance at end of period -
December 31, 2000                                                                                                                                                                                      |                                                  | $ 114,726,803 
==============                  

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 1999
  Adjustment to Prior Year
  Less Accumulated Depreciation     of real estate sold
  Current year expense |  | $  38,866,674 
0
(70,962)
3,594,613 
-----------
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------
|Balance at end of period -
December 31, 2000                                                                                                                 |  | $  42,390,325 
===========                      

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2000

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | #
 OF
UNITS
-----                                                                                                                                                                                                                                | BALANCE
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | INTEREST
RATE
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | MONTHLY
DEBT
SERVICE
-------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | TERM
(YEARS)
-------                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Clayfed Apartments
Westside Apts.
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | 48
30
54
42
24
24
40
32
32
32
32
32
16
40
50
36
45
48
32
52
41
80
40
24
201
40
46
46
25
40
40
24
24
12
44
16
25
24
24
41
32
16
36
24
72
48
48
42
25
32
18
24
43
48
40
40
40
24
32
48
50
66
40
48
44
43
36
40
36
24
34
36
19
24
46
42
32
24
44
40 | 1,458,664
932,077
1,465,651
1,388,264
670,892
731,961
1,467,897
1,084,039
1,080,914
1,106,540
1,156,951
1,125,443
591,456
1,181,649
1,464,942
964,905
1,408,299
1,458,230
973,136
1,580,426
1,372,840
2,542,509
1,271,306
753,465
4,409,221
1,155,024
1,387,439
1,312,008
1,148,158
1,477,082
1,425,811
732,027
734,489
407,275
1,469,740
438,895
946,824
784,673
786,692
1,052,490
819,634
466,528
1,009,865
698,190
2,429,613
1,463,057
1,329,539
1,109,338
654,111
1,151,839
489,779
531,808
1,077,935
1,418,461
1,165,874
1,483,326
1,199,455
799,840
589,228
910,670
1,363,837
1,918,402
1,326,748
1,331,881
1,062,842
1,119,765
1,083,475
1,036,397
871,160
603,729
845,135
1,083,598
461,836
772,208
1,478,703
1,240,265
1,146,487
669,422
1,384,333
950,485 | 10.63%
9.50%
9.00%
9.50%
9.00%
9.00%
9.00%
9.00%
9.50%
9.00%
9.00%
9.50%
9.50%
9.50%
9.50%
9.50%
9.00%
9.00%
9.75%
9.50%
9.50%
8.75%
9.00%
9.50%
7.88%
9.25%
8.75%
9.00%
9.00%
8.75%
8.25%
9.00%
9.50%
8.75%
8.75%
9.75%
8.75%
9.50%
9.25%
8.75%
8.75%
9.00%
9.50%
9.00%
8.75%
9.75%
8.50%
8.75%
9.25%
9.00%
9.00%
11.50%
9.25%
8.75%
9.00%
9.25%
9.25%
8.75%
9.00%
9.00%
8.25%
8.75%
8.75%
8.75%
9.50%
8.75%
9.25%
9.50%
9.50%
9.00%
9.00%
9.00%
9.00%
8.75%
8.75%
9.00%
8.75%
8.75%
9.25%
8.75% | 13,193
7,591
11,397
11,306
5,214
5,691
11,372
8,429
8,822
8,270
8,994
9,191
4,822
9,604
11,920
7,852
10,941
11,294
8,985
15,673
11,167
19,753
9,677
6,137
36,182
8,204
10,486
10,071
8,910
11,153
10,261
5,703
5,996
3,073
11,087
3,750
7,144
6,379
6,226
7,935
6,189
3,615
8,215
5,412
18,332
11,031
9,866
8,345
5,187
8,912
4,591
5,223
8,547
10,709
9,032
11,759
9,511
6,031
4,777
7,382
10,250
14,465
10,010
11,366
8,648
9,625
8,579
8,466
7,082
4,674
6,554
8,620
3,569
5,801
11,110
9,818
8,646
5,045
10,978
7,175 | 50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
35
35
50
50
50
50
30
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
33
50
50
50
50
50
50
50
50
50
50
50
50
50
50
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                  | -----------
$ 91,449,102
===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                

---



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 13, 2001       By:/s/ Ronald M. Diner



Date:July 13, 2001        By:/s/ Sandra L. Furey                           Sandra L. Furey
                           Secretary and Treasurer



---



SIGNATURES



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



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



Date:July 13, 2001             By:/s/ Ronald M. Diner                                Ronald M. Diner
                                President



Date:July 13, 2001             By:/s/ Sandra L.Furey                                Sandra L. Furey
                                Secretary and Treasurer



Date:July 13, 2001             By:/s/ J.. Davenport Mosby III                                J. Davenport Mosby III
                                Sr. Vice President
                                and Director