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

For the fiscal year ended March 31, 2003Commission 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) 567-4830Securities 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, 2003Limited Partnership Interest                        2,043
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, 2003 were from the maturity of Treasury Notes for $486,001, interest income of $10,417 earned on cash and cash equivalents, and $117,539 in distributions received from Project Partnerships.  As of March 31, 2003 Gateway had $1,343,666 of Cash and Cash Equivalents and $616,048 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 USDA Rural Development) ("USDA RD") 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 USDA RD to subsidize certain qualifying tenants.
   The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed nonsubsidized apartment properties.  Risks related to the operations of Gateway are described in detail on pages 21 through 33 of the Prospectus, as supplemented, under the caption "Risk Factors" which is incorporated herein by reference.
   The investment objectives of Gateway are to:
   1)  Provide tax benefits to Limited Partners in the form of Tax Credits during        the period in which each Project is eligible to claim tax credits;
   2)  Preserve and protect the capital contributions of Investors;
   3)  Participate in any capital appreciation in the value of the Projects; and
   4)  Provide passive losses to individual investors to offset passive        income from other passive activities, and provide passive losses to corporate        investors to offset business income.

The investment objectives and policies of Gateway are described in detail on pages 33 through 38 of the Prospectus, as supplemented, under the caption "Investment Objectives and Policies" which is incorporated herein by reference.
   Gateway's goal was to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low income housing.  As of March 31, 2003 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 7.2% 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, 2002:

|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 $3,967 per year ($331 per month).
The average effective occupancy rate at December 31, 2002 was 97.0%
A summary of the cost of the properties, excluding Sparta and Divernon, as of December 31, 2002, 2001 and 2000 is as follows:

|                                                                                                                      | 12/31/02
--------                                                                                                           | 12/31/01
--------                                                                                                        | 12/31/00
--------                                                                                                              
|--------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Properties, at Cost
Less: Accum. Depreciation
Properties, Net | $  5,128,526
1,623,847
104,364,570
4,446,351
-------------
115,563,294
49,390,571
-------------
$  66,172,723
============= | $  5,097,275
2,058,477
103,292,188
4,625,311
------------
115,073,251
45,903,523
------------
$ 69,169,728
============= | $  5,097,275 
1,998,842 
103,134,264 
4,496,422 
------------
114,726,803 
42,390,325 
------------
$ 72,336,478 
=============

---

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, 2003, 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, 2002Limited Partnership Interest                    2,043
General Partner Interest                            2

Item 6.  Selected Financial Data

|                                                                               | 2003
----             | 2002
----             | 2001
----              | 2000
----               | 1999
----              
|------------------------------------------------------------------------------ | --------------------- | --------------------- | ---------------------- | ----------------------- | -----------------------
|Total Revenues                                                                 | $ 356,006             | $ 412,005             | $ 423,174              | $ 441,466               | $ 457,380              
|Net Loss                                                                       | (771,799)             | (577,139)             | (787,797)              | (877,394)               | (975,308)              
|Equity in Losses of Project
Partnerships                                       | (253,927)             | (202,920)             | (366,069)              | (490,163)               | (610,098)              
|Total Assets                                                                   | 4,334,857             | 4,946,571             | 5,375,816              | 5,980,554               | 6,673,086              
|Investments In Project Partnerships                                            | 1,531,068             | 1,832,496             | 2,077,180              | 2,500,833               | 3,040,206              
|Per Limited Partnership Unit: (A)
Tax Credits 
Portfolio
  Income
Passive Loss | 2.49 
10.80 
(146.37) | 4.94 
21.61 
(141.03) | 38.70 
18.60 
(149.30) | 104.10 
17.20 
(135.00) | 138.90 
17.50 
(130.40)
|Net Loss                                                                       | (29.89)               | (22.35)               | (30.51)                | (33.98)                 | (37.77)                

(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.  Controls and Procedures
  Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities and Exchange Act of 1934) was performed.  Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934.  There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
Item 8.  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, 2003, 2002 and 2001. Total expense for the year ended March 31, 2003 was $878,784, which is comparable for the years ended March 31, 2002 and 2001.
   Equity in Losses of Project Partnerships decreased from $366,069 for the year ended March 31, 2001 to $202,920 for the year ended March 31, 2002 and increased to $253,927 for the year ended March 31, 2003. As presented in Note 8, Gateway's share of net loss decreased from $2,595,555 in 2001 to $2,352,749 in 2002 and increased to $2,551,053 for the year ended March 31,2003.  Suspended Losses decreased from $2,249,486 in 2001 to $2,149,829 in 2002 and increased to $2,297,126 for the year ended March 31, 2003.  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, 2002, December 31, 2001, and December 31, 2000, the Project Partnerships reported depreciation and amortization expense of $3,508,268, $3,520,633, and $3,540,410, 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 92% in 2001 to 100% in 2002. Gateway loaned Divernon $9,000, $10,000, and $12,000 to cover the operating deficits for 2000, 2001, and 2002 respectively.  It is projected to require additional loans from Gateway including an estimated $11,000 for 2003.  As of June 30, 1999, an updated workout plan with the USDA RD was implemented.  Management is using rent incentives, vigorous advertising, and tight controls over repairs and maintenance to improve occupancy and cash flows in 2003.

A Project Partnership located in Denver, Colorado had 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 March 31, 2003, the project is no longer experiencing cash shortages and is expected to pay back the loan within one year.
   Gateway paid no cash distributions in the fiscal years ended March 31, 2000, 2001, and 2002 and management does not anticipate distributions in the foreseeable future.
Liquidity and Capital Resources -
   Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, and legal and accounting associated with the administration and monitoring of Gateway and the Project Partnerships.  The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that Gateway's remaining resources are sufficient to fund Gateway's ongoing needs.  (Payment of any Asset Management Fee due but unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors return of their original capital contribution.)

The sources of funds to pay the operating costs are short term investments and interest earned thereon, the maturity of U.S. Treasury Security Strips ("Zero Coupon Treasuries") which were purchased with funds set aside for this purpose, and cash distributed to Gateway from the operations of the Project Partnerships.  At March 31, 2003, Gateway had $1,343,666 of short term investments (Cash and Cash Equivalents).  It also had $616,048 in Zero Coupon Treasuries with maturities providing $514,000 in fiscal year 2003 and $142,000 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, 2003, Gateway received $117,539 in cash distributions from the Project Partnerships and it received $486,000 from the matured Zero Coupon Treasuries.  The General and Administrative operating costs were $131,270 and the Asset Management Fee actually paid was $317,991.
Item 9.  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, 2003 and 2002 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, 2003.  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 $14,655,624 and $14,398,908 of cumulative equity in losses are included in these financial statements as of March 31, 2003 and 2002, respectively and for which net losses of $256,716, $202,918 and $360,034 are included in the accompanying financial statements for each of the three years in the period ended March 31, 2003.  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, 2003 and 2002 and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2003, 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.

/s/ Spence Marston, Bunch, Morris & Co.
                                 SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                 CERTIFIED PUBLIC ACCOUNTANTS
Clearwater, Florida
June 20, 2003

---

PART I - Financial Information
   Item 1.  Financial Statements

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2003
----                                                                                                                                                                                                                                                                                                                                                     | 2002
----                                                                                                                                                                                                                                                                                                                                                   | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Accounts Receivable
 Investments in Securities
 Prepaid Insurance
  Total Current Assets
 Investments in Securities
 Investments in Project Partnerships, Net
 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, 2003 and 2002
 General Partners
  Total Partners' Equity (deficit)
    Total Liabilities and Partners' Equity | $   1,343,666 
44,384 
487,057 
265 
-----------
1,875,372 
128,991 
1,531,068 
799,426 
-----------
$ 4,334,857 
===========
$  375,934 
2,209 
14,851 
6,800 
-----------
399,794 
-----------
3,194,525 
1,231,220 
-----------
4,425,745 
-----------
(68,086)
-----------
(194,381)
(228,215)
-----------
(422,596)
-----------
$ 4,334,857 
=========== | $   1,184,578 
45,281 
460,085 
628 
-----------
1,690,572 
567,264 
1,832,496 
856,239 
-----------
$ 4,946,571 
===========
$  373,212 
8,215 
14,265 
6,400 
-----------
402,092 
-----------
3,021,493 
1,236,962 
-----------
4,258,455 
-----------
(63,179)
-----------
569,700 
(220,497)
-----------
349,203 
-----------
$ 4,946,571 
=========== | 

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED MARCH 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2003
----                                                                                                                                                                                                                                                                                           | 2002
----                                                                                                                                                                                                                                                                                              | 2001
----                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 | $  124,401 
57,597 
85,376 
88,632 
---------
356,006 
491,021 
68,891 
62,379 
97,493 
86,228 
59,129 
13,643 
---------
878,784 
(522,778)
(253,927)
4,906 
----------
$ (771,799)
===========
$ (764,081)
(7,718)
----------
$ (771,799)
===========
$   (29.89)
===========
25,566 
=========== | $  120,669 
58,231 
131,048 
102,057 
---------
412,005 
493,205 
45,714 
50,693 
84,415 
86,604 
56,805 
14,616 
---------
832,052 
(420,047)
(202,920)
45,828 
----------
$ (577,139)
===========
$ (571,368)
(5,771)
----------
$ (577,139)
===========
$   (22.35)
===========
25,566 
=========== | $  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 
===========

COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2003, 2002 AND 2001:

|                                                                                                                                   | Limited 
Partners
---------                                                                                                     | General 
Partners 
(Deficit) 
--------                                                                                | Total  
-----                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 2000
Net Loss
Balance at March 31, 2001
Net Loss
Balance at March 31, 2002
Net Loss
Balance at March 31, 2003 | $ 1,920,987 
(779,919)
------------
1,141,068 
(571,368)
------------
569,700 
(764,081)
------------
$  (194,381)
============ | $  (206,848)
(7,878)
-----------
(214,726)
(5,771)
-----------
(220,497)
(7,718)
-----------
$  (228,215)
=========== | $ 1,714,139 
(787,797)
-----------
926,342 
(577,139)
-----------
349,203 
(771,799)
-----------
$  (422,596)
============

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2003, 2002 AND 2001:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 2003
----                                                                                                                                                                                                                                                                                        | 2002
----                                                                                                                                                                                                                                                                                                 | 2001
----                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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:
   Increase in Accounts Receivable
   Decrease (Increase) in Prepaid     Insurance
   (Decrease) Increase in Accounts     Payable
   (Increase) Decrease in Replacement     Reserves
   Increase in Security Deposits
   Increase (Decrease) 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
  
   Net Cash 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 | $(771,799)
13,643 
59,129 
(83,682)
(74,700)
253,927 
(4,906)
306,027 
(11,103)
363 
(6,006)
0 
400 
586 
187,754 
---------
(130,367)
---------
117,539 
179,974 
(2,316)
---------
295,197 
---------
(5,742)
---------
(5,742)
---------
159,088 
1,184,578 
---------
$1,343,666 
========== | $(577,139)
14,616 
56,805 
(95,741)
(107,051)
202,920 
(45,828)
276,104 
(8,160)
(407)
1,273 
14,480 
4,400 
(5,766)
213,983 
---------
(55,511)
---------
122,886 
186,896 
(14,432)
---------
295,350 
---------
(5,367)
---------
(5,367)
---------
234,472 
950,106 
---------
$1,184,578 
========== | $(787,797)
16,996 
55,636 
(67,493)
(134,560)
366,069 
(637)
245,379 
(53,336)
168 
5,917 
(6,685)
913 
(2,632)
194,221 
---------
(167,841)
---------
108,085 
193,621 
(2,140)
---------
299,566 
---------
(5,113)
---------
(5,113)
---------
126,612 
823,494 
---------
$ 950,106 
==========
|Supplemental Cash Flow Information:
Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $  28,631 
==========                                                                                                                                                                                                                                                                            | $  28,373 
==========                                                                                                                                                                                                                                                                                     | $  29,803 
==========                                                                                                                                                                                                                                                                              

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)NOTES TO COMBINED FINANCIAL STATEMENTSMarch 31, 2003, 2002 AND 2001

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 reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.  If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss.  No impairment loss has been recognized in the accompanying financial statements.
   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.Accounts Receivable
   Accounts receivable consist primarily of amounts due from project partnerships for voluntary operating advances made by the Partnership and tenant receivables.  The operating advances are non-interest bearing and are due on demand.  Tenant receivables are recorded when billed.  An allowance for doubtful accounts has not been considered necessary based on historical loss experience.  An account is considered past due when payment has not been rendered within thirty days of its due date.  Uncollectible receivables are charged to rental revenue when project management has determined that collection efforts will not be successful.Capitalization and Depreciation   Land, buildings and improvements are recorded at cost.  Depreciation is calculated using the accelerated method 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 accounting principles generally accepted in the United States of America 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.Income Taxes   	No provision for income taxes has been made in these financial statements, as income taxes are a liability of the partners rather than of Gateway.Reclassifications   	For comparability, the 2001 and 2002 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2003.Recent Accounting Pronouncements
   In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 provides accounting guidance for financial accounting and reporting for the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of".  SFAS No. 144 is effective for fiscal years beginning after December 15, 2001.  The Partnership adopted SFAS No. 144 effective January 1, 2002.  The adoption did not have an effect on the financial position or results of operations of the Partnership.
   In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."  FIN46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity to not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordindated financial support from other parties.  FIN46 is effective for all new variable interest entitites created or acquired after January 31, 2003.  For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN46 must be applied for the first interim or annual period beginning after June 15, 2003.  The Partnership is currently evaluating the effect, if any, that the adoption of FIN46 will have on its results of operations and financial condition.

NOTE 3 - INVESTMENT IN SECURITIES:   	The March 31, 2003 Balance Sheet includes Investments in Securities equal to $616,048 ($487,057 and $128,991).  These investments consist of U. S. Treasury Security Strips at their cost, plus accreted interest income of $382,920.  The estimated market value at March 31, 2003 of these debt securities is $649,229 resulting in a gross unrealized gain of $33,181.
   As of March 31, 2003, the cost and accreted interest by contractual maturities 
is as follows:
     Due within 1 year                             $ 487,057
     After 1 year through 5 years                    128,991
                                                  ----------
     Total Amount Carried on Balance Sheet          $616,048
                                                  ==========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, 2003, 2002 and 2001 were $491,021, $493,205 and $494,898 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, 2003, 2002 and 2001 were $68,891, $45,714 and $36,934 respectively.

---

NOTE 5 - RENTAL PROPERTY   A summary of the rental property is as follows at December 31, 2002:

|                                                       | Cost
------                                                 | Accumulated
Depreciation
------------              | Book
Value
-----                               
|------------------------------------------------------ | ----------------------------------------------------------- | -------------------------------------------------- | -----------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000
1,439,355
50,768
---------
$1,537,123
========== | $      0
687,985
49,802
--------
$737,697
======== | $ 47,000
751,460
966
--------
$799,426
========

A summary of the rental property is as follows at December 31, 2001:

|                                                       | Cost
------                                                 | Accumulated
Depreciation
------------              | Book
Value
-----                                 
|------------------------------------------------------ | ----------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000
1,437,039
50,768
---------
$1,534,807
========== | $      0
630,496
48,072
--------
$678,568
======== | $ 47,000
806,543
2,696
--------
$856,239
========

NOTE 6 - MORTGAGE NOTE PAYABLE

---

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:

|                                                                                                                                                    | 2003
----                             | 2002
----                             | 2001
----                            
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | ------------------------------------- | -------------------------------------
|Net Loss per Financial Statements                                                                                                                   | $  (771,799)                          | $  (577,139)                          | $  (787,797)                         
|Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes                                      | (528,030)                             | (440,421)                             | (497,469)                            
|Losses suspended for financial reporting purposes                                                                                                   | (2,297,126)                           | (2,149,829)                           | (2,229,486)                          
|Adjustments to convert March 31, fiscal year end to December 31, taxable year end                                                                   | 32,752                                | (14,303)                              | 20,807                               
|Items Expensed for Financial Statement purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Miscellaneous Income | 180,883 
12,987 
(95,741)
----------- | 178,607 
17,074 
(67,493)
----------- | 180,190 
12,624 
(75,149)
-----------
|Partnership loss for tax purposes as of December 31                                                                                                 | $(3,466,074)
============             | $(3,053,504)
============             | $(3,376,280)
============            
|                                                                                                                                                    | December 31,
2002    
------------    | December 31,
2001    
------------    | December 31,
2000    
------------   
|Federal Low Income Housing Tax Credits  (Unaudited)                                                                                                 | $  63,771 
============               | $ 126,423 
============               | $ 1,000,167 
============            

The Partnership's Investment in Project Partnerships is approximately $21,464,885 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, 2003 are as follows:
                              Financial       Tax
                              Reporting       Reporting
                              Purposes	        Purposes	       Differences
Investments in Local
Limited Partnerships         $ 1,531,068	     $(19,933,817)    $21,464,885
Other Assets                 $ 2,803,789     $  2,054,098     $   749,691
Liabilities                  $ 4,825,539     $     25,813     $ 4,799,726

---

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:
   As of March 31, 2003, 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, 2003:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | MARCH 31, 2003
--------------                                                                                           | MARCH 31, 2002
--------------                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------
|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 | $ 17,981,016 
(17,421,476)
(722,105)
------------
(162,565)
2,254,715 
(561,082)
------------
$ 1,531,068 
============ | $ 17,982,007 
(17,167,549)
(689,238)
------------
125,220 
2,254,715 
(547,439)
------------
$ 1,832,496 
============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $15,252,541 for the year ended March 31, 2003 and cumulative suspended losses of $12,955,415 for the year ended March 31, 2002 are not included.
The Partnership's equity as reflected by the Project Partnerships of ($16,014,227) differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $(162,565) 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:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2002
----                                                                                                                                                                                                                                                                                                                                                                                                                                              | 2001
----                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2000
----                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 | $  9,348,657 
66,172,723 
635,392 
------------
$76,156,772 
============
$ 3,391,498 
90,589,956 
------------
93,981,454 
------------
(16,014,227)
(1,810,455)
------------
(17,824,682)
------------
$76,156,772 
============
$16,709,384 
------------
9,171,835 
6,606,103 
3,508,268 
------------
19,286,206 
------------
$(2,576,822)
============
$   (25,769)
============
$(2,551,053)
2,297,126 
------------
$  (253,927)
============ | $ 10,050,606 
69,169,728 
77,652 
------------
$79,297,986 
============
$ 3,208,272 
91,074,428 
------------
94,282,700 
------------
(13,287,923)
(1,696,791)
------------
(14,984,714)
------------
$79,297,986 
============
$16,980,398 
------------
8,740,917 
7,095,362 
3,520,633 
------------
19,356,912 
------------
$(2,376,514)
============
$   (23,765)
============
$(2,352,749)
2,149,829 
------------
$  (202,920)
============ | $ 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)
============

As of December 31, 2002, the largest Project Partnership constituted 7.2% and 7.4% of the combined total assets and combined total revenues.  As of December 31, 2001, the largest Project Partnership constituted 7.2% and 8.0% of the combined total assets and combined total revenues.

---

NOTE 9 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):Year 2003	                Quarter 1     Quarter 2    Quarter 3    Quarter 4
                         6/30/2002     9/30/2002    12/31/2002    3/31/2003Total Revenues           $  98,586     $  59,651     $  62,912    $ 134,857
Net Income (Loss)        $(171,285)    $(192,001)    $(170,835)   $(237,678)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (6.63)    $   (7.43)    $   (6.62)   $  (9.21)Year 2002                Quarter 1     Quarter 2    Quarter 3     Quarter 4
                         6/30/2001     9/30/2001    12/31/2001    3/31/2002Total Revenues           $  70,609     $  68,513     $  63,363    $ 209,520
Net Income (Loss)        $(128,153)    $(201,694)    $(273,301)   $  26,009
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (4.96)    $   (7.81)    $  (10.58)   $    1.00NOTE 10 - SUBSEQUENT EVENTS
   In 2003, the General Partner initiated the process of selling Clayfed Apartments, Ltd. and Westside Apartments, Ltd.  These two project partnerships consist of four buildings containing 84 units located in Denver, Colorado.  As of the financial statement date, the properties have not been sold.

---



Schoonover Boyer & Associates
383 North Front Street
Columbus, OH 43215
PHONE:  614-888-8000
FAX:  614-888-8634



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

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



We have audited the accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan Limited Partnership) as of December 31, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



/s/ Schoonover Boyer & Associates
Columbus, Ohio

January 24, 2003

---



Feldhake & Associates, P.C.
Certified Public Accountants
5675 DTC Blvd., Suite 250
Englewood, CO  80111
PHONE:  303-694-8822
FAX:  303-771-9232



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

The Partners
Clayfed Apartments Ltd.
Denver, Colorado



We have audited the accompanying balance sheet of Clayfed Apartments, Ltd. dba Clayfed Apartments (FHA Project No. 101-94010) (the Project) as of December 31, 2002 and 2001 and the related statements of income, changes in partners' capital, 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 auditing standards generally accepted in the United States of America 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 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, Ltd. dba Clayfed Apartments as of December 31, 2002, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued reports dated January 17, 2003, on our consideration of the Project's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  Those reports are 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 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 the Project.  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.
Greenwood Village, Colorado

January 17, 2003

---

Feldhake & Associates, P.C.
Certified Public Accountants
5675 DTC Blvd., Suite 250
Englewood, CO  80111
PHONE:  303-694-8822
FAX:  303-771-9232



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

The Partners
Westside Apartments, Ltd.
Denver, Colorado



We have audited the accompanying balance sheet of Westside Apartments, Ltd. dba Westside Apartments (FHA Project No. 101-94009) (the Project) as of December 31, 2002 and 2001 and the related statements of income, changes in partners' capital, 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 auditing standards generally accepted in the United States of America 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 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. dba Westside Apartments as of December 31, 2002, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued reports dated January 24, 2003, on our consideration of the Project's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  Those reports are 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 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 the purposes of additional analysis and is not a required part of the basic financial statements of the Project. 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.
Greenwood Village, Colorado

January 24, 2003

---

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
Ravenna, 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, 2002 and 2001, and the related statements of income, changes in partners' equity (deficit) and cash flows for the years then ended.  These financial statements are the responsibility of the Partnership's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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, 2002 and 2001, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standardsand the U.S. Department of Agriculture, Farmers Home Administration "Audit Program", issued in December 1989, we have also issued a report dated January 24, 2003, on our consideration of Madison, Ltd.'s internal control and on compliance with  specific requirements applicable to Rural Housing Service Programs.  Those reports are 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/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Columbus, Ohio

January 24, 2003

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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
Ravenna, 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, 2002 and 2001, and the related statements of income, changes in partners' equity (deficit) and cash flows for the years then ended.  These financial statements are the responsibility of the Partnership's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government AuditingStandardsissued 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 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 Middlefield, Limited, DBA Lakeview Village II, Case No. 41-028-341618469, at December 31, 2002 and 2001, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standardsand the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989, we have also issued a report dated January 24, 2003, on our consideration of Middlefield, Limited's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs.  Those reports are 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/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Columbus, Ohio

January 24, 2003

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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 
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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 23, 2003 on our consideration of Ashburn Housing, Ltd.'s internal control structure and a report dated January 23, 2003 on its compliance with laws and regulations.  There reports are 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 audits.



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



January 23, 2003

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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 
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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 23, 2003 on our consideration of Buena Vista Housing Ltd.'s internal control structure and a report dated January 23, 2003 on its compliance with laws and regulations.  These reports are 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 audits.



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



January 23, 2003

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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
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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 23, 2003 on our consideration of Cuthbert Elderly Housing Ltd.'s internal control structure and a report dated January 23, 2003 on its compliance with laws and regulations.  These reports are 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 audits.



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



January 23, 2003

---

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 
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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with auditing standards generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 23, 2003 on our consideration of Hannah's Mill Apartments, Ltd.'s internal control structure and a report dated January 23, 2003 on its compliance with laws and regulations.  There reports are 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 audits.



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



January 23, 2003

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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., L.L.L.P.



We have audited the accompanying balance sheets of MILTON ELDERLY HOUSING, LTD., L.L.L.P. (USDA Rural Development Case No.09-057-592911560), a limited partnership, as of December 31, 2002 and 2001, 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration'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., L.L.L.P. as of December 31, 2002 and 2001, 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 accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, issued by the Comptroller General of the United States, we have also issued our report dated January 31, 2003, on our consideration of MILTON ELDERLY HOUSING, LTD. L.L.L.P.'s internal control and a report dated January 31, 2003, on its compliance with laws and regulations applicable to the financial statements.  Those reports are 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 audits.



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 23 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
Atlanta, Georgia

January 31, 2003

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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 
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, 2002 and 2001, and the related statements of income, partners' (deficit) and cash flows for the years then ended. The financial statements are the responsibility of the Partnership's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 23, 2003 on our consideration of the Winder Apartments, Ltd.'s internal control structure and a report dated January 23, 2003 on its compliance with laws and regulations.  These reports are 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 audits.



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



January 23, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of American 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



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, 2002 and 2001, 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 27, 2003 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 27, 2003

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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, 2002 and 2001 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001 and the results of its operations, changes in partners' equity and cash flows for the years then ended 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 supplemental information presented on pages 16 through 26, 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 March 11, 2003 on our consideration of RIVER ROAD APARTMENTS LIMITED's internal control and a report dated March 11, 2003 on its compliance with laws and regulations applicable to the financial statements.





/s/ Pailet, Meunier and LeBlanc, L.L.P.
Certified Public Accountants
Metairie, Louisiana

March 11, 2003

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Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542



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

Partners 
Garden Walk of Augusta
A Division of Augusta Properties  (A Limited Partnership)
Fort Smith, Arkansas



We have audited the accompanying balance sheets of Garden Walk of Augusta, A Division of Augusta Properties (A Limited Partnership) as of December 31, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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 Garden Walk of Augusta, A Division of Augusta Properties, (A Limited Partnership) as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated February 5, 2003, 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, LLP



February 5, 2003

---

Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542



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

Partners
Booneville Properties, A Limited Partnership
  D/B/A Garden Walk of Booneville
Fort Smith, Arkansas



We have audited the accompanying balance sheets of Booneville Properties, A Limited Partnership, D/B/A Garden Walk of Booneville as of December 31, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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 Garden Walk of Booneville as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated February 5, 2003, 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, LLP



February 5, 2003

---



Baird, Kurtz, & Dobson, LLP
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated February 5, 2003, 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, LLP



February 5, 2003

---

Baird, Kurtz, & Dobson, LLP
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX: 479-452-5542



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated February 5, 2003, 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, LLP



February 5, 2003

---

Baird, Kurtz, & Dobson, LLP
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated February 5, 2003, 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, LLP



February 5, 2003

---



Baird, Kurtz, & Dobson, LLP
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated February 5, 2003, 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, LLP



February 5, 2003

---

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 Limited Partnership
Project Number 32-060-470717466



We have audited the accompanying balance sheets of Lakewood Apartments Limited Partnership, Project Number 32-060-470717466 as of December 31, 2002 and 2001 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 audits in accordance with U.S. 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 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 our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lakewood Apartments Limited Partnership as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.



In accordance with Government Auditing Standards, we have also issued a report dated February 12, 2003, on our consideration of internal controls over financial reporting and our test 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/ LaFollette, Jansa, Brandt & Co. LLP
Certified Public Accountants & Consultants
Sioux Falls, South Dakota

February 12, 2003

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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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 16, 2003 on our consideration of the Monroe Family, Ltd.'s internal control structure and a report dated January 16, 2003 on its compliance with laws and regulations.  These reports are 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 audits.



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



January 16, 2003

---



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our reports dated March 14, 2003 on our consideration of Brandywine III, LLLP's internal control and on its compliance with laws and regulations.



/s/ Regardie, Brooks & Lewis
Certified Public Accountants



March 14, 2003

---



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our reports dated March 14, 2003 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



March 14, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our reports dated March 14, 2003 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



March 14, 2003

---



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America, 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our reports dated March 14, 2003, 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



March 14, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America, 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our reports dated March 14, 2003 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



March 14, 2003

---



Grana & Teibel, CPAs, P.C.
300 Corporate Parkway, Suite 116 N.
Amherst, NY 14226-1258
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, 2002 and 2001, and the related statements of operations, partners' capital (deficiency), 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 U.S. 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.



In accordance with Government Auditing Standards, we have also issued a report dated January 24, 2003, on our consideration of Middleport Limited Partnership's internal control structure and a report dated January 24, 2003, on its compliance with laws and regulations.



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



January 24, 2003

---



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2003, 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 Standardsand should be read in conjunction with this report in considering the results of our audits.



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, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 24, 2003 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 15 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 14 has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The information on page 15, which is of a non-accounting 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 24, 2003

---



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 24, 2003 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 non-accounting 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 24, 2003

---



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 have audited the accompanying balance sheets of Laurel Woods Associates as of December 31, 2002 and 2001, and the related statements of profit and (loss), changes in partners' deficit, and cash flows for the years then ended.  These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued reports dated February 13, 2003 on our consideration of the Partnership's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  Those reports are 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplementary information 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/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants



February 13, 2003
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 have audited the accompanying balance sheets of The Meadows Associates as of December 31, 2002 and 2001, and the related statements of profit and (loss), changes in partners' deficit, and cash flows for the years then ended.  These financial statements are the responsibility of the Partnership's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated February 13, 2003, on our consideration of the Partnership's internal control and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants.  Those reports are 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplementary information 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/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants



February 13, 2003
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 as of December 31, 2002 and 2001, and the related statements of profit and (loss), changes in partners' deficit, and cash flows for the years then ended.  These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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 Partnership as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued reports dated February 13, 2003, on our consideration of the Partnership's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  Those reports are 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 as conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplementary information 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 financial statements taken as a whole.



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



February 13, 2003
Carmel, Indiana

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Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  276-669-5531
FAX:  276-669-5576



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

To the Partners 
Greeneville Limited Partnership



I have audited the accompanying balance sheets of Greeneville Limited Partnership as of December 31, 2002 and 2001, 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, 2002 and 2001, 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 February 15, 2003 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 PC



February 15, 2003

---

Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  276-669-5531
FAX:  276-669-5576



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, 2002 and 2001, 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, 2002 and 2001, 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 February 15, 2003 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 PC



February 15, 2003

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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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated February 14, 2003, on our consideration of the internal control structure of Kingsland Housing, Ltd. - (A Texas Limited Partnership) and a report dated February 14, 2003, on its compliance with laws and regulations.



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

February 14, 2003

---

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, 2002 and 2001 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated February 13, 2003, on our consideration of the internal control structure of Sabinal Housing, Ltd. - (A Texas Limited Partnership) and a report dated February 13, 2003, on its compliance with laws and regulations.



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

February 13, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated February 13, 2003, on our consideration of the internal control structure of Mathis Retirement, Ltd. - (A Texas Limited Partnership) and a report dated February 13, 2003, on its compliance with laws and regulations.



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

February 13, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated February 11, 2003, on our consideration of the internal control structure of Floresville Housing, Ltd. - (A Texas Limited Partnership) and a report dated February 11, 2003, on its compliance with laws and regulations.



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

February 11, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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 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, 2002 and 2001, and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued reports dated February 6, 2003, on our consideration of Teton View Limited Partnership's internal controls and compliance with laws and regulations.  Those reports are 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 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 6, 2003

---



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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 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, 2002 and 2001, and the results of its operations, and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued reports dated February 5, 2003, on our consideration of Pleasant Valley Housing Limited Partnership's internal controls and compliance with laws and regulations.  Those reports are 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 partnership's tax returns have been filed allowing the partners to claim a benefit of a low income housing tax credit.  Because the compliance and qualification standards of the low income tax housing tax credit are not related to the interest credit agreement and loan agreement, and because the low income housing tax credit related to income taxes which are the responsibility of each individual partner, the scope of our audit was not designed or intended to audit the partnerships compliance with the low income housing tax credit laws. Accordingly, our audit cannot be relied upon to give assurance with regard to the partnerships compliance with any of the low income housing tax credit laws.



/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants



Boise, Idaho
February 5, 2003

---



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, 2002 and 2001 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 25, 2003 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 25, 2003

---

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, 2002 and 2001 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 23, 2003 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 23, 2003

---

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, 2002 and 2001 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 audit.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America 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 Suncrest Limited Partnership as of December 31, 2002 and 2001 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 26, 2003 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 audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplementary information on page 9 is presented for purposes of additional analysis and is not a required part of the basic financial statements.  Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.



/s/ Dixon Odom PLLC
Certified Public Accountants and Consultants



January 26, 2003

---

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, 2002 and 2001 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 23, 2003 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 23, 2003

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Brockway, Gersbach, McKinnon & 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, 2002 and 2001 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 auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program.  Those standards require that we plan and perform the 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.



In accordance with Government Auditing Standards, we have also issued our report dated January 29, 2003 on our consideration of Mabank 1988 Limited's internal control and on its compliance with laws and regulations applicable to the financial statements.  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 statement taken as a whole.  The supplemental information on pages 10 through 19 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, 2002, and the other Supplemental Data Required by the USDA Rural Development, are presented for purposes of complying with the requirements of USDA Rural Development 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, McKinnon & Niemeier, P.C.
Certified Public Accountants



January 29, 2003

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Mercer & Associates, P.C.
213 Green Street, Suite B
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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have issued a report dated February 27, 2003 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/ Mercer & Associates, P.C.
Certified Public Accountants



February 27, 2003

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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, 2002 and 2001, and the related statements of operations, partners' equity, and cash flow 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, 2002 and 2001, and the results of its operations and its cash flow 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 8, 2003, on our consideration of Casa Linda Limited Partnership's internal control structure and a report dated February 8, 2003, 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 8, 2003
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 Limited Partnership



We have audited the accompanying balance sheets of La Villa Elena Limited Partnership as of December 31, 2002 and 2001, 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 Limited Partnership as of December 31, 2002 and 2001, and the results of its operations and its cash flow 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 8, 2003, on our consideration of La Villa Elena Limited Partnership's internal control structure and a report dated February 8, 2003, 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 8, 2003
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, 2002 and 2001, and the related statements of operations, partners' equity and cash flow 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, 2002 and 2001, and the results of its operations and its cash flow 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 8, 2003, on our consideration of Rio Abajo Apartments Limited Partnership's internal control structure and a report dated February 8, 2003, 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 8, 2003
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, 2002 and 2001, and the related statements of operations, partners' equity, and cash flow 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, 2002 and 2001, and the results of its operations and its cash flow 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 8, 2003, on our consideration of Sage Limited Partnership's internal control structure and a report dated February 8, 2003, 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 8, 2003
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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "'Audit Program".  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Laynecrest Associates Limited Partnership as of December 31, 2002 and 2001, and the results of its operations, changes in partners' deficit and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards we have also issued our reports dated January 28, 2003, on our consideration of Laynecrest Associates Limited Partnership's internal controls and our test of its compliance with laws, regulations, and contracts.  Those reports are 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/ Mesarvey, Russell & Co., LLC
A Limited Liability Company
Independent Certified Public Accountants



January 28, 2003
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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program".  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Martindale Limited Partnership at December 31, 2002 and 2001, and the results of its operations, changes in partners' deficit and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our reports dated January 25, 2003 on our consideration of Martindale Limited Partnership's internal control and our test of its compliance with laws, regulations, and contracts.  Those reports are 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/ Mesarvey, Russell & Co., LLC
A Limited Liability Company
Independent Certified Public Accountants



January 25, 2003
Lead Auditor: Philip J. Lechner, Jr., CPA
Firm ID # 31-1613938

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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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 22, 2003, 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 22, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2003, 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 16, 2003

---

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



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

To the Partners 
Riverside Apartments, Ltd.
Demopolis, Alabama



We have audited the accompanying balance sheets of Riverside Apartments, Ltd., a limited partnership, RHS Project No.: 01-046-630978050 as of December 31, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2001 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



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 11 through 14 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, 2002 and 2001, 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, 2003 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, 2003

---

Vance Flouhouse & Garges, PLLC
2115 Rexford Road, Suite 100
Charlotte, NC  28211
PHONE:  704-369-7200
FAX:  704-362-0411



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

To the Partners 
Brookshire Apartments, L.P.



We have audited the accompanying balance sheets of Brookshire Apartments, L.P., RHS Project No. 10-075-581765612), as of December 31, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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 Brookshire Apartments, L.P., RHS Project No.: 10-075-581765612, as of December 31, 2002 and 2001, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 24, 2003 on our consideration of Brookshire Apartments, L.P.'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 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 supplemental information on pages 18 to 21and 25 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/Vance Flouhouse & Garges, PLLC                                                                 			Federal Employer
Certified Public Accountants                                                                               			Identification Number
Charlotte, North Carolina                                                                                     			26-0005391



January 24, 2003
Lead Auditor: Ronald George Vance
      	                    704-369-7200

---

Vance Flouhouse & Garges, PLLC
2115 Rexford Road, Suite 100
Charlotte, NC  28211
PHONE:  704-369-7200
FAX:  704-362-0411



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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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 Sandridge Apartments, Ltd., RHS Project No.: 058-17569-49, as of December 31, 2002 and 2001 and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 24, 2003 on our consideration of Sandridge Apartments, 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 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 supplemental information on pages 18 to 21and 25 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/Vance Flouhouse & Garges, PLLC                                                                       			Federal Employer
Certified Public Accountants                                                                                     			Identification Number
Charlotte, North Carolina                                                                                            			26-0005391



January 24, 2003
Lead Auditor: Ronald George Vance
      	                    704-369-7200

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America 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, 2002 and 2001, and the results of its operations, partners' deficit and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued a report dated January 29, 2003 on 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 audits.



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



/s/ Chester M. Kearney, CPA
Certified Public Accountants
Presque Isle, Maine

January 29, 2003

---

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, 2002 and 2001, 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 generally accepted in the United States of America, the standards applicable to financial statement audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the 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 financial statements referred to above present fairly, in all material respects, the financial position of LONGLEAF APARTMENTS, LTD. as of December 31, 2002 and 2001, and the results of its operations, its changes in partners' accumulated deficit, and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.



In accordance with Government Auditing Standards, we have also issued our report dated January 14, 2003 on our consideration of LONGLEAF APARTMENTS, LTD.'s internal control and our report dated January 14, 2003, 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 - 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 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 14, 2003

---

Fentress, Brown, CPAs & Associates, LLC
8001 Ravines Edge Court, Suite 112
Columbus, OH  43235-5423
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, 2002 and 2001, and the related statements of income, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in 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, 2002 and 2001, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standardsand the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989, we have also issued a report dated January 17, 2003, on our consideration of Crestwood Villa 2 Limited Partnership's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are 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/ Fentress, Brown, CPAs & Associates, LLC
Certified Public Accountants
Columbus, Ohio

January 17, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America, 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated May 20, 2003 on our consideration of Fairview South, Ltd.'s compliance and on internal control over financial reporting and our tests of its compliance with certain 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 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



May 20, 2003

---

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, 2002 and 2001, 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 auditing standards generally accepted in the United States of America, 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, 2002 and 2001, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.



In accordance with Government Auditing Standards, we have also issued our report dated May 30, 2003 on our consideration of Southwood Apartments, Ltd.'s compliance and on internal control over financial reporting and our tests of its compliance with certain 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 performed for the purpose of forming an opinion on the financial statements of the Southwood Apartments, 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



May 30, 2003

---



Item 10.  Disagreements on Accounting and Financial Disclosures         None.

PART III

Item 11. 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 59, 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 47, 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 41, 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.

---



---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2002
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 | 1,451,276
926,463
1,455,058
1,379,962
666,125
727,022
1,458,609
1,076,216
1,073,967
1,095,503
1,148,663
1,118,031
587,686
1,175,087
1,456,537
959,325
1,398,370
1,449,074
944,688
1,580,068
1,364,981
2,525,013
1,262,343
748,889
4,171,691
1,148,621
1,378,092
1,303,835
1,140,249
1,467,441
1,416,416
726,450
729,512
404,578
1,460,072
436,583
940,551
780,279
782,433
1,045,672
814,325
463,530
1,004,164
693,701
2,413,516
1,453,579
1,317,859
1,102,562
650,513
1,145,039
486,932
527,895
1,072,005
1,409,272
1,158,497
1,475,294
1,192,857
794,659
579,869
896,205
1,349,493
1,905,947
1,317,958
1,324,985
1,056,745
1,081,444
1,077,515
1,029,829
866,283
599,879
839,490
1,070,682
459,090
767,391
1,470,144
1,233,497
1,139,493
665,294
1,376,719
944,374
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  | ------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  | $ 90,589,956                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  | ============                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2002

|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, 2002

|Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Gross Amount At Which Carried At December 31, 2002
--------------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
349,456
30,382
35,899
27,853
86,281
40,971
20,761
60,000
60,000
54,700
70,000
110,000
84,000
134,701
153,730
251,734
106,742
34,534
600,414
93,089
142,601
147,400
79,224
181,070
87,187
49,161
44,697
30,000
196,207
29,041
18,000
98,308
15,000
35,000
22,550
28,091
44,712
18,000
261,982
50,500
40,112
108,531
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
130,449
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
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $ 6,752,373                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2002

|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. | 1,060,143
606,650
687,144
608,503
413,556
451,947
622,518
754,145
796,784
788,346
803,378
806,655
414,834
611,072
831,702
550,269
904,616
841,106
495,911
759,105
556,783
1,468,604
817,967
490,904
2,330,321
472,368
743,273
706,018
753,870
555,643
791,570
386,236
377,485
200,340
569,026
299,604
375,743
403,379
439,579
564,353
451,625
204,230
453,179
296,658
1,373,058
798,948
714,911
564,783
350,762
425,118
251,956
231,388
576,040
763,750
411,630
536,728
741,396
442,153
354,156
587,221
893,107
1,226,894
767,058
540,040
714,558
440,211
509,540
416,289
286,430
210,060
289,563
535,145
299,361
488,091
840,046
783,980
664,341
349,921
869,332
625,464 | 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
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $49,390,571                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2002
Reconciliation of Land, Building & Improvements current year changes:

|Balance at beginning of period -
December 31, 2001
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of real estate sold
  Other | 0
913,209
0
0
---------

403,379
19,787
--------- | $ 115,073,251



913,209


423,166
------------
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | -----------------------------------------------
|Balance at end of period -
December 31, 2002                                                                                                                                                                                    |                                                   | $ 115,563,294
==============                   

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 2001
  Adjustment to Prior Year
  Less Accumulated Depreciation of real   estate sold
  Current year expense |  | $ 45,903,523 
0

(19,787)
3,506,835
-----------
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Balance at end of period -
December 31, 2002                                                                                                               |  | $ 49,390,571
===========                       

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2002

|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 | 1,451,276
926,463
1,455,058
1,379,962
666,125
727,022
1,458,609
1,076,216
1,073,967
1,095,503
1,148,663
1,118,031
587,686
1,175,087
1,456,537
959,325
1,398,370
1,449,074
944,688
1,580,068
1,364,981
2,525,013
1,262,343
748,889
4,171,691
1,148,621
1,378,092
1,303,835
1,140,249
1,467,441
1,416,416
726,450
729,512
404,578
1,460,072
436,583
940,551
780,279
782,433
1,045,672
814,325
463,530
1,004,164
693,701
2,413,516
1,453,579
1,317,859
1,102,562
650,513
1,145,039
486,932
527,895
1,072,005
1,409,272
1,158,497
1,475,294
1,192,857
794,659
579,869
896,205
1,349,493
1,905,947
1,317,958
1,324,985
1,056,745
1,081,444
1,077,515
1,029,829
866,283
599,879
839,490
1,070,682
459,090
767,391
1,470,144
1,233,497
1,139,493
665,294
1,376,719
944,374 | 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
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                  | ------------$ 90,589,956
===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                



---



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.

Date: June 30, 2003               By:/s/ Ronald M. Diner                                  Ronald M. Diner
                                  President
Date: June 30, 2003               By:/s/ Sandra L. Furey                                  Sandra L. Furey
                                  Secretary and Treasurer
Date: June 30, 2003               By:/s/ Carol Georges
                                  Carol Georges
                                  Vice President and Director of Accounting

---

CERTIFICATIONS*
I, Ron Diner, certify that:
1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: June 30, 2003               By:/s/ Ronald M. Diner                                  Ronald M. Diner
                                  President

---

I, Carol Georges, certify that:
1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: June 30, 2003               By:/s/ Carol Georges
                                  Carol Georges
                                  Vice President and Director of Accounting