SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 For the fiscal year ended December 31, 2003

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

               For the transition period _________to _________

                         Commission file number 0-09262

                         REAL ESTATE ASSOCIATES LIMITED
                 (Name of small business issuer in its charter)

         California                                              95-3187912
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                      16,323 Limited Partnership Interests
                                (Title of class)

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  twelve 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 ninety days.
Yes   X    No ____

Indicate by check mark if  disclosure of  delinquent  filers  pursuant to Item
405 of Regulation S-K 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-KSB or any
amendment to this Form 10-KSB. [X]

State Issuer's revenue for its most recent fiscal year - $1,000

State the aggregate  market value of the voting  Partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  Partnership
interests  were sold,  or the average bid and asked  prices of such  Partnership
interests,  as of December  31,  2003.  No market for the  Registrant's  limited
partnership  interests exists, and, therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>


The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.       Description of Business

Real  Estate  Associates  Limited  ("REAL"  or the  "Partnership")  is a limited
partnership  which  was  formed  under the laws of the  State of  California  on
September 15, 1977. On October 27, 1978, Real Estate Associates  Limited offered
16,500 units of Limited Partnership  Interests through a public offering managed
by E.F. Hutton Inc. The Partnership  received  $16,500,000 in subscriptions  for
units of Limited  Partnership  Interests  (at $1,000 per unit) during the period
October 27, 1978 to August 31,  1979,  pursuant to a  registration  statement on
Form S-11.  Since this  transaction,  the Partnership has not received,  nor are
limited  partners  required  to  make,  additional  capital  contributions.  The
Partnership  shall be dissolved only upon the expiration of 53 complete calendar
years  (December 31, 2031) from the date of the formation of the  Partnership or
the  occurrence  of other events as  specified  in the terms of the  Partnership
agreement.

The general partner of Real Estate  Associates  Limited is National  Partnership
Investments Corp.  ("NAPICO"),  a California Corporation (the "Corporate General
Partner"). The business of REAL is conducted primarily by NAPICO.

 On December 3, 2001,  Casden  Properties Inc.,  entered into a merger agreement
and certain other transaction documents with Apartment Investment and Management
Company,  ("AIMCO"), a publicly traded real estate investment trust, and certain
of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
Properties Inc. and its subsidiaries,  including 100% of the outstanding capital
stock of NAPICO.

Prior to March 11, 2002, Casden Properties Inc. owned a 95.25% economic interest
in NAPICO, with the balance owned by Casden Investment Corporation ("CIC"). CIC,
which is wholly owned by Alan I. Casden, owned 95% of the voting common stock of
NAPICO prior to March 11, 2002.

REAL holds limited  partnership  interests in eight local  limited  partnerships
(the "Local  Partnerships")  as of December  31,  2003.  In December  1998,  the
Partnership sold its interest in nine Local Partnerships and its interest in one
Local  Partnership was redeemed in September 1998.  During 2003, the Partnership
sold  its  interest  in one  Local  Partnership.  Subsequent  to year  end,  the
investment  property in another Local  Partnership  was sold.  Each of the Local
Partnerships  owns a low income housing project which is subsidized and/or has a
mortgage  note  payable  to or  insured  by  agencies  of the  federal  or local
government.

<PAGE>

The Local  Partnerships  in which REAL has invested  were,  at least  initially,
organized by private developers who acquired the sites, or options thereon,  and
applied  for  applicable  mortgage  insurance  and  subsidies.  REAL  became the
principal limited partner in these Local  Partnerships  pursuant to arm's-length
negotiations with these developers, or others, who act as general partners. As a
limited partner,  REAL's  liability for obligations of the Local  Partnership is
limited to its investment.  The local general  partner of the Local  Partnership
retains responsibility for developing, constructing,  maintaining, operating and
managing  the  property   owned  by  the  Local   Partnership.   Under   certain
circumstances  of default,  REAL has the right to replace the general partner of
the  Local  Partnerships,  but  otherwise  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local Partnerships.

Although  each of the Local  Partnerships  in which REAL has invested  generally
owns a project  which must  compete in the market  place for  tenants,  interest
subsidies and rent  supplements from  governmental  agencies make it possible to
offer  these  dwelling  units  to  eligible  "low  income"  tenants  at  a  cost
significantly  below the  market  rate for  comparable  conventionally  financed
dwelling units in the area.

The  Partnership  does not have any  employees.  Services are  performed for the
Partnership by the Corporate General Partner and agents retained by it.

In order to stimulate  private  investment  in low income  housing,  the federal
government  and  certain  state and local  agencies  have  provided  significant
ownership  incentives,   including  among  others,   interest  subsidies,   rent
supplements,  and mortgage insurance, with the intent of reducing certain market
risks and  providing  investors  with  certain tax  benefits,  plus limited cash
distributions  and the  possibility of long-term  capital  gains.  There remain,
however,  significant  risks.  The long-term nature of investments in government
assisted housing limits the ability of REAL to vary its portfolio in response to
changing  economic,  financial and investment  conditions;  such investments are
also subject to changes in local economic circumstances and housing patterns, as
well as rising operating costs, vacancies, rent collection difficulties,  energy
shortages and other factors  which have an impact on real estate  values.  These
projects also require greater management expertise and may have higher operating
expenses than conventional housing projects.

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the  Local  Partnerships  in which the  Partnership  has an  investment  will be
permitted to restructure its mortgage  indebtedness  under MAHRAA.  In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

Laws  benefiting   disabled  persons  may  result  in  the  Local  Partnerships'
incurrence of unanticipated expenses.  Under the Americans with Disabilities Act
of 1990,  or ADA,  all places  intended to be used by the public are required to
meet certain Federal requirements related to access and use by disabled persons.
Likewise,  the Fair Housing Amendments Act of 1988, or FHAA,  requires apartment
properties  first  occupied  after  March  13,  1990  to be  accessible  to  the
handicapped.  These  and  other  Federal,  state  and  local  laws  may  require
modifications to the Local Partnership's  properties, or restrict renovations of
the properties.  Noncompliance with these laws could result in the imposition of
fines or an award of damages to private  litigants  and also could  result in an
order to correct any  non-complying  feature,  which could result in substantial
capital  expenditures.  Although the Corporate General Partner believes that the
Local  Partnership's  properties are  substantially  in compliance  with present
requirements,  the Local Partnerships may incur unanticipated expenses to comply
with the ADA and the FHAA.

During 2003, most of the projects in which REAL had invested were  substantially
rented.  The  following is a schedule of the status as of December 31, 2003,  of
the projects owned by Local Partnerships in which REAL is a limited partner.

                   SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                            IN WHICH REAL HAS AN INVESTMENT
                                   DECEMBER 31, 2003

<TABLE>
<CAPTION>

                                     Financed        Units
                                     Insured       Authorized    Percentage of Percentage of
                                       And         For Rental     Total Units   Total Units
                         No. of    Subsidized   Assistance Under   Occupied    Occupied
                          Units      Under         Section 8         2003         2002

   Name and Location

<S>                        <C>                          <C>           <C>           <C>
Belleville Manor           32          (B)              32            95%           93%
Marion, KY

Bethel Towers             146          (A)              53            93%           96%
Detroit, MI

Clinton Apts.              24          (B)              24            90%           89%
Clinton, KY

Northwood Village          72          (C)              72            95%           95%
Emporia, VA

Ridgeview Estates          32          (C)               0            83%           76%
Lewisburg, WV

Wedgewood Village
Ripley, WV                 32          (D)              (D)            (D)           (D)

W. Lafeyette Apts.         49          (C)              49             69%           92%
W. Lafeyette, OH

Williamson Towers          76           (B)             76            99%           99%
Williamson, WV
TOTALS                    463                          306
</TABLE>

(A)    The mortgage is insured by the Federal Housing  Administration  under the
       provisions of Section 236 of the National Housing Act.

(B)    The mortgage is insured by the Federal Housing  Administration  under the
       provisions of Section 221 (d)(4) of the National Housing Act.

(C)    The mortgage is insured by FMHA under the Provision of Section 515.

   (D)  Subsequent  to  December  31,  2003,  the  Local  Partnership  sold  its
investment property.

The following table details the Partnership's ownership percentages of the Local
Partnerships  and the cost of acquisition of such  ownership.  All interests are
limited partner  interests.  Also included is the total mortgage  encumbrance on
each  property  for each of the Local  Partnerships  as of December 31, 2003 (in
thousands).

<TABLE>
<CAPTION>

                                     Real Estate
                                     Associates
                                       Limited      Original Cost
                                     Percentage      of Ownership   Mortgage    Notes Payable and
              Partnership             Interest         Interest       Note      Accrued Interest

<S>                                      <C>            <C>         <C>              <C>
       Belleville Manor, Ltd.            99%            $  109      $    526         $    6
       Bethel Towers, Ltd.               99%               305         2,664             --
       Clinton Apts.                     95%                87           121             12
       Emporia, Ltd.                     95%               257         1,076             --
       Roebern, Ltd.                     50%                78           552            355
       W. Lafeyette, Ltd.                95%               147           909            374
       Williamson Towers Assoc.          99%               445         2,213             --
                                                        $1,428      $  8,061         $  747
</TABLE>

Although each Local  Partnership in which the  Partnership  has invested owns an
apartment complex which must compete with other apartment complexes for tenants,
government  mortgage  interest and rent subsidies make it possible to rent units
to eligible  tenants at below  market  rates.  In general,  this  insulates  the
properties from market competition.

Item 2.       Description of Properties

See "Item 1" for the real estate owned by the Partnership  through the ownership
of limited partnership interests in Local Partnerships.

Item 3.       Legal Proceedings

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interest  in Real  Estate  Associates  Limited  III (an  affiliated
partnership in which National  Partnership  Investments Corp.  ("NAPICO") is the
corporate  general partner) and two investors holding an aggregate of five units
of limited  partnership  interests in Real Estate Associates Limited VI (another
affiliated  partnership  in  which  NAPICO  is the  corporate  general  partner)
commenced  an  action  against  the   Partnership,   NAPICO  and  certain  other
defendants. The claims included, but were not limited to, claims for breaches of
fiduciary duty to the limited  partners of certain  NAPICO-managed  partnerships
and  violations of securities  laws by making  materially  false and  misleading
statements in the consent  solicitation  statements sent to the limited partners
of such  partnerships  relating  to  approval  of the  transfer  of  partnership
interests  in  limited  partnerships,  owning  certain  of  the  properties,  to
affiliates of Casden Properties,  Inc.,  organized by an affiliate of NAPICO. On
August 4, 1999, one investor holding one unit of limited partnership interest in
Housing Programs Limited (another affiliated  partnership in which NAPICO is the
corporate  general partner)  commenced a virtually  identical action against the
Partnership,  NAPICO and certain other entities.  The second action was subsumed
in the first action, and was certified as a class action.

On April 29, 2003, the court entered  judgment  against NAPICO and certain other
defendants  in the amount of  approximately  $25.2  million  for  violations  of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary  duty, both amounts plus interest of  approximately  $25.6 million,
and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11, 2003,  Apartment  Investment and Management  Company ("AIMCO") and
NAPICO  entered  into  a  Stipulation  of  Settlement   (the   "Stipulation   of
Settlement")  with the  plaintiff  class (the  "Plaintiffs")  and their  counsel
relating  to the  settlement  of the  litigation.  The  principal  terms  of the
Stipulation of Settlement include,  among other things (1) payments in both cash
($29 million) and stock ($19  million) by Alan I. Casden,  on behalf of himself,
NAPICO and other defendants,  to the Plaintiffs,  (2) guaranteed  payments in an
aggregate  amount  of $35  million  ($7  million  per  year for 5  years),  plus
interest,  by NAPICO to the  Plaintiffs,  (3) a release of claims of all parties
associated with the litigation and (4) joint agreement by the parties to request
that a new judgment be entered in the litigation to, among other things, expunge
the judgment originally entered against NAPICO and the other defendants.

In connection with the Stipulation of Settlement, on August 12, 2003, NAPICO and
AIMCO executed a Settlement  Agreement  (the  "Settlement  Agreement")  with the
prior  shareholders  of  Casden  Properties,  Inc.  The  principal  terms of the
Settlement  Agreement  include,   among  other  things,  that  (1)  NAPICO  will
voluntarily  discontinue  the action it  commenced  on May 13, 2003  against the
former  shareholders  of Casden  Properties,  Inc. and other  indemnitors in the
Casden  Merger,  (2) Alan I. Casden and certain  related  entities  will resolve
certain  pending  claims for  indemnification  made by  NAPICO,  AIMCO and their
affiliates,  (3) AIMCO or an  affiliate  will  provide  $25  million  of the $29
million in cash that Alan I. Casden is obligated to provide under the Stipulaton
of Settlement in exchange for 531,915 shares of AIMCO Class A Common Stock owned
by The Casden Company,  and (4) The Casden Company will promise to pay to NAPICO
an  aggregate  amount of $35 million  ($7  million  per year for 5 years),  plus
interest,  on a secured,  nonrecourse  basis.  The Casden Company can prepay its
obligation  set forth in item (4) above in shares of AIMCO Class A Common  Stock
having a value based on the greater of $47 per share or the market value of such
shares at the time of payment.

On December 30, 2003,  the  Stipulation of Settlement  with the plaintiff  class
(the  "Plaintiffs")  and their counsel  relating to the settlement of litigation
against the Registrant,  National Partnership  Investments Corp.  ("NAPICO") and
certain  other  defendants  became  effective in accordance  with its terms.  In
addition,  on  December  30,  2003,  the  Settlement  Agreement  with the  prior
shareholders of Casden  Properties,  Inc.,  NAPICO and Apartment  Investment and
Management Company ("AIMCO") also closed in accordance with its terms.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  lawsuits  arising from  transactions  in the ordinary
course of  business.  In the opinion of  management  and the  Corporate  General
Partner,   the  claims  will  not  result  in  any  material  liability  to  the
Partnership.


<PAGE>



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

No matters were submitted to a vote of the unit holders through the solicitation
of proxies or otherwise during the quarter ended December 31, 2003.

<PAGE>

                                PART II

Item 5.       Market for the  Registrant's  Partnership  Interests and Related
              Partnership Matters

The Limited  Partnership  Interests are not traded on a public exchange but were
sold through a public offering managed by E.F. Hutton Inc. It is not anticipated
that any public market will develop for the purchase and sale of any Partnership
interest,  therefore an investor  may be unable to sell or otherwise  dispose of
his or her interest in the  Partnership.  Limited  Partnership  Interests may be
transferred only if certain  requirements  are satisfied.  At December 31, 2003,
there were 810  registered  holders of 16,323 limited  partnership  interests in
REAL. The Partnership has invested in certain government assisted projects under
programs which in many instances  restrict the cash return  available to Project
owners.  The  Partnership  was not  designed to provide  cash  distributions  to
investors  in  circumstances  other  than  refinancing  or  disposition  of  its
investment in the Local Partnerships.

In March 1999, the Partnership made distributions of approximately $3,861,000 to
the  limited  partners  and  approximately  $39,000  to  the  general  partners,
primarily using proceeds from the sale of the partnership interests.

The  Partnership  distributed  the following  amounts to the general and limited
partners during the year ended December 31, 2003 and 2002 (in thousands,  except
per unit data):

                Year Ended     Per Limited     Year Ended    Per Limited
               December 31,    Partnership    December 31,   Partnership
                    2003          Unit            2002           Unit

Sale (1)           $  568        $ 34.43         $   --          $    --

(1)   From  the  sale  of  the  limited  partnership  interest  in  Cherry  Hill
      Apartments in September 2003.

AIMCO and its affiliates owned 4,628 limited partnership interests, or 28.35% of
the outstanding  interests (the  "Interests") in the Partnership at December 31,
2003. A number of these  Interests were acquired  pursuant to tender offers made
by AIMCO or its  affiliates.  It is possible that AIMCO or its  affiliates  will
acquire  additional  Interests in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders holding a majority of the Interests are entitled to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.


<PAGE>

Item 6.       Management's Discussion and Analysis or Plan of Operation

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

The Corporate  General  Partner  monitors  developments in the area of legal and
regulatory   compliance  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees.

Liquidity and Capital Resources

The properties in which the Partnership has invested, through its investments in
the Local Partnerships, receive one or more forms of assistance from the Federal
Government.  As a result,  the Local  Partnerships'  ability to  transfer  funds
either to the Partnership or among themselves in the form of cash distributions,
loans  or  advances  is  generally  restricted  by these  government  assistance
programs.   These  restrictions,   however,  are  not  expected  to  impact  the
Partnership's ability to meet its cash obligations.

The  Partnership's  primary sources of funds include interest income earned from
investing available cash and cash distributions received from Local Partnerships
in which the Partnership has invested. The Partnership received distributions of
approximately $37,000 during the year ended December 31, 2003. In addition,  the
Partnership  received  approximately  $1,650,000  from the  sale of its  limited
partnership  interest in Cherry Hill  Apartments  during the year ended December
31, 2003. The Partnership used a significant  portion of those proceeds to repay
outstanding   obligations  of  the  Partnership.   Of  these  obligations,   the
Partnership  paid  approximately  $288,000 and $12,000 to the Corporate  General
Partner for accrued  Partnership  management fees and  administrative  fees. The
Partnership  also distributed  approximately  $568,000 to its investors to cover
potential tax obligations arising from the sale.

Results of Operations

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local Partnerships.  Accordingly, the Partnership accounts for its investment in
the Local Partnerships using the equity method. Thus the individual  investments
are  carried  at cost plus the  Partnership's  share of the Local  Partnership's
profits  less  the  Partnership's  share  of  the  Local  Partnership's  losses,
distributions  and impairment  charges.  However,  since the  Partnership is not
legally  liable  for  the  obligations  of  the  Local  Partnerships,  or is not
otherwise committed to provide additional support to them, it does not recognize
losses  once its  investment  in each of the Local  Partnerships  reaches  zero.
Distributions  from the Local  Partnerships  are accounted for as a reduction of
the  investment  balance  until  the  investment  balance  is  reduced  to zero.
Subsequent  distributions  received are recognized as income in the accompanying
statements  of  operations.  For those  investments  where the  Partnership  has
determined that the carrying value of its investments approximates the estimated
fair value of those investments, the Partnership's policy is to recognize equity
in income of the Local Partnerships only to the extent of distributions received
and  amortization  of  acquisition  costs from  those  Local  Partnerships.  The
Partnership   recognized  equity  in  income  of  the  Local   Partnerships  and
amortization of acquisition  costs of  approximately  $28,000 for the year ended
December 31, 2003 compared to approximately  $32,000 for the year ended December
31,  2002.  During  both  the  years  ended  December  31,  2003 and  2002,  the
Partnership  received   approximately  $9,000  in  distributions  from  a  Local
Partnership  that was recognized as income in the statements of operations since
the Partnership's investment in the Local Partnership has been reduced to zero.

At  December  31,  2003,  the  investment  balance  in all  eight  of the  Local
Partnerships had been reduced to zero. Partnership revenues consist primarily of
interest  income  earned  on  temporary  investment  of funds not  required  for
investment in Local  Partnerships.  The  Partnership  earned  interest income of
approximately  $1,000 during the year ended December 31, 2003.  The  Partnership
did not earn any interest  income during the year ended  December 31, 2002 as no
cash was available for investment.

An annual  management  fee is payable to the  Corporate  General  Partner of the
Partnership  and is  calculated  at 0.5  percent of the  Partnership's  invested
assets.  The  management  fee is paid to the Corporate  General  Partner for its
continuing management of the Partnership's affairs. The fee is payable beginning
with  the  month  following  the  Partnership  initial  investment  in  a  Local
Partnership.  Management  fees were  approximately  $106,000  for both the years
ended December 31, 2003 and 2002.

Operating  expenses,  exclusive  of the  management  fee,  consist  of legal and
accounting  fees for  services  rendered  to the  Partnership  and  general  and
administrative  expenses.  Legal and accounting fees were approximately  $71,000
and $76,000 for the years ended  December 31, 2003 and 2002,  respectively.  The
decrease in legal and  accounting  expenses for the year ended December 31, 2003
is due to a decrease in legal fees  associated  with the case discussed in "Item
3. Legal  Proceedings"  partially  offset by an increase in the cost  associated
with the  annual  audit  required  by the  partnership  agreement.  General  and
administrative  expenses  were  approximately  $21,000 and $24,000 for the years
ended  December  31, 2003 and 2002,  respectively.  The  decrease in general and
administrative  expenses for the year ended December 31, 2003 is attributable to
a  decrease  in the costs  associated  with the  preparation  and  filing of the
Partnership's quarterly and annual financial statements.

At times,  advances  are made to the Local  Partnerships.  Advances  made by the
Partnership  to the individual  Local  Partnerships  are considered  part of the
Partnership's   investment  in  Local  Partnerships.   Advances  made  to  Local
Partnerships  for which the  investment  has been reduced to zero are charged to
expense.  During  the year  ended  December  31,  2003 and  2002,  approximately
$240,000  and  $36,000,   respectively,   was   recognized  as  expense  in  the
accompanying statements of operations.

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the local limited  partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

Cherry Hill

During the year ended December 31, 2003, the Partnership received  approximately
$1,650,000  in  proceeds  from the sale of its limited  partnership  interest in
Cherry Hill Apartments that occurred on September 4, 2003. The Corporate General
Partner  was  entitled to receive a  liquidation  fee of  approximately  $52,000
related  to  the  sale  of the  limited  partnership  interest  in  Cherry  Hill
Apartments. This fee was accrued and will not be paid until the limited partners
have  received a return of their  original  invested  capital.  The  Partnership
recognized a gain of approximately  $940,000 on the sale of limited  partnership
interest, which was the difference between the net proceeds received, reduced by
the accrued liquidation fee, and the carrying value of the investment.

The  Partnership  distributed  the following  amounts to the general and limited
partners during the year ended December 31, 2003 and 2002 (in thousands,  except
per unit data):

                      Year Ended      Per Limited       Year Ended   Per Limited
                     December 31,     Partnership      December 31,  Partnership
                         2003             Unit             2002         Unit

Sale (1)               $  568           $ 34.43          $   --       $    --

(1)   From  the  sale  of  the  limited  partnership  interest  in  Cherry  Hill
      Apartments in September 2003.

Other

AIMCO and its affiliates owned 4,628 limited partnership interests, or 28.35% of
the outstanding  interests (the  "Interests") in the Partnership at December 31,
2003. A number of these  Interests were acquired  pursuant to tender offers made
by AIMCO or its  affiliates.  It is possible that AIMCO or its  affiliates  will
acquire  additional  Interests in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders holding a majority of the Interests are entitled to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

On January 2, 2004, the Partnership sent a consent solicitation statement to the
limited partners regarding  amendment to the Restated  Certificate and Agreement
of  Limited  Partnership  (the  "Partnership  Agreement")  to 1)  eliminate  the
requirement  that the cash proceeds  from the sale of an  individual  project or
project interest must exceed the tax liability to the limited partners resulting
from that sale,  and 2) modify the provision in the  Partnership  Agreement that
requires limited partner approval for a sale of all or substantially  all assets
so that sales of projects or project  interests in  transactions  that are not a
series of related  transactions do not require limited  partner  approval.  This
matter was approved  and the  Partnership  Agreement  was amended on January 23,
2004.



<PAGE>


Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 1, 2003, and with respect to the public entities with variable  entities
held before  February 1, 2003,  FIN 46 will apply to  financial  statements  for
periods ending after December 15, 2004.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in  unconsolidated  Local  Partnerships  that may be deemed variable
interest  entities under the provisions of FIN 46. The  Partnership  has not yet
determined  the  anticipated  impact of adopting FIN 46 for its  investments  in
Local  Partnerships  that  existed as of January 31, 2003.  However,  FIN 46 may
require the  consolidation  of the assets,  liabilities  and  operations  of the
Partnership's  unconsolidated  investments in Local  Partnerships.  Although the
Partnership  does not believe the full adoption of FIN 46 will have an impact on
cash flow, the Partnership cannot make any definitive  conclusion on the impact,
if any,  on net  earnings  until  it  completes  its  evaluation,  including  an
evaluation of the Partnership's maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note 1 - Organization and Summary of Significant  Accounting Policies" which is
included in the financial  statements  in "Item 7.  Financial  Statements".  The
Corporate  General  Partner  believes that the  consistent  application of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial  condition.  The preparation of financial statements in conformity
with accounting  principles generally accepted in the United States requires the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Method of Accounting for Investments in Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage (between 50% and 99%).  Distributions of surplus cash from operations
from most of the Local  Partnerships  are restricted by the Local  Partnerships'
Regulatory  Agreements  with the United  States  Department of Housing and Urban
Development  ("HUD").  These  restrictions  limit the distribution to a portion,
generally  less than 10%, of the initial  invested  capital.  The excess surplus
cash is  deposited  into a  residual  receipts  reserve,  of which the  ultimate
realization by the  Partnership  is uncertain as HUD frequently  retains it upon
sale or  dissolution  of the Local  Partnership.  The  Partnership  is allocated
profits and losses and receives  distributions  from  refinancings  and sales in
accordance with the Local Partnerships' partnership agreements. These agreements
usually limit the Partnership's  distributions to an amount  substantially  less
than its ownership percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions and impairment charges. The Partnership is
not legally  liable for the  obligations  of the Local  Partnerships  and is not
otherwise  committed to provide additional support to them.  Therefore,  it does
not  recognize  losses  once its  investment  in each of the Local  Partnerships
reaches zero.  Distributions  from the Local Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.


<PAGE>



Item 7.     Financial Statements

REAL ESTATE ASSOCIATES LIMITED

                          LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young, LLP Independent Auditors

      Balance Sheet - December 31, 2003

      Statements of Operations - Years ended December 31, 2003 and 2002

      Statements  of Changes in  Partners'  (Deficiency)  Equity - Years ended
      December 31, 2003 and 2002

      Statements of Cash Flows - Years ended December 31, 2003 and 2002

      Notes to Financial Statements



<PAGE>


                         Report of Independent Auditors



The Partners
Real Estate Associates Limited


We have audited the accompanying balance sheet of Real Estate Associates Limited
as of December 31, 2003,  and the related  statements of  operations,  partners'
(deficiency) equity and cash flows for each of the two years in the period ended
December 31, 2003.  These  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 did not  audit  the  financial
statements  of  certain  limited  partnerships,  the  investments  in which  are
reflected in the  accompanying  financial  statements using the equity method of
accounting.   The  investments  in  these  limited   partnerships   represent  a
substantial  portion  of the  investee  information  in Note 2 and  Note 7.  The
financial  statements  of  these  limited  partnerships  were  audited  by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for these limited 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. 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 and the reports of the other  auditors
provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of Real Estate Associates  Limited at December 31, 2003,
and the results of its  operations  and its cash flows for each of the two years
in the period ended December 31, 2003 in conformity with  accounting  principles
generally accepted in the United States.



                                                          /s/Ernst & Young LLP
Greenville, South Carolina
April 16, 2004


<PAGE>



                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET
                                 (in thousands)

                                DECEMBER 31, 2003








                           Assets
  Investments in local partnerships (Note 2)                  $    --
  Cash and cash equivalents                                       247
                                                                  247
        Liabilities and Partners'(Deficiency) Equity

Liabilities:
  Accounts payable and accrued expenses                       $    11
  Accrued fees due to affiliates                                   51
                                                                   62

Commitments and contingencies (Note 4)

Partners' (deficiency) equity:                                   (125)
  General partner                                                 310
  Limited partners                                                185

       Total liabilities and partners' (deficiency) equity    $   247


                See Accompanying Notes to Financial Statements




<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                           STATEMENTS OF OPERATIONS
                   (in thousands, except per interest data)


<TABLE>
<CAPTION>

                                                                                   Year Ended
                                                                                  December 31,
                                                                                  2003      2002

<S>                                                                           <C>        <C>
Interest income                                                               $     1    $    --

operating Expenses:
  Management fees - partners (Note 3)                                             106        106
  General and administrative (Note 3)                                              21         24
  Legal and accounting                                                             71         76
        Total operating expenses                                                  198        206

Loss from partnership operations                                                 (197)      (206)
Distributions from local partnerships recognized as income
  (Note 2)                                                                          9          9
Gain on sale of limited partnership interest                                      940         --
Advances made to local partnerships recognized as expense                        (240)       (36)
Equity in income of local partnerships and amortization of acquisition
  costs (Note 2)                                                                   28         32
Net income (loss)                                                             $   540    $  (201)

Net income (loss) allocated to general partners (1%)                          $     6    $    (2)
Net income (loss) allocated to limited partners (99%)                             534       (199)
                                                                              $   540    $  (201)
Net income (loss) per limited partnership interest (Note 1)                   $ 32.71    $(12.06)
Distributions per limited partnership interest (Note 1)                       $ 34.43    $    --


                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

            STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) EQUITY
                     (in thousands, except interest data)

<TABLE>
<CAPTION>

                                                     General        Limited
                                                    Partners        Partners        Total

<S>                                                                  <C>
Partnership interests (A)                                            16,323

Partners' (deficiency) equity,
  January 1, 2002                                  $  (123)       $     537       $    414

Net loss for the year ended
  December 31, 2002                                     (2)            (199)          (201)

Partners' (deficiency) equity,
  December 31, 2002                                   (125)             338            213

Distributions to partners                               (6)            (562)          (568)

Net income for the year ended
  December 31, 2003                                      6              534            540

Partners' (deficiency) equity,
  December 31, 2003                                $  (125)        $    310        $   185


(A) Consists of 16,323  units at December 31, 2003 and 2002.  During  2002,  177
 units were abandoned.


                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                           Year Ended
                                                                          December 31,
                                                                       2003           2002
Cash flows from operating activities:

<S>                                                                  <C>              <C>
  Net income (loss)                                                  $   540          $  (201)
  Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
     Gain on sale of local partnership interest                         (940)              --
     Advances made to local partnerships recognized as
       expense                                                           240               36
     Equity in income of local partnerships and amortization
      of acquisition costs                                               (28)             (32)
     Changes in accounts:
      Accounts payable and accrued expenses                             (138)              (1)
      Accrued fees due to partners                                      (209)             135
         Net cash used in operating activities                          (535)             (63)

Cash flows from investing activities:
  Advances to local partnerships                                        (240)             (36)
  Distributions from local partnerships recognized as a
   reduction of investment balance                                        28               32
  Proceeds from sale of local partnership interest                     1,650               --
         Net cash provided by (used in) investing activities           1,438               (4)

Cash flows from financing activities:
  Distribution to partners                                              (568)              --
  Advances from affiliates                                                82               67
  Repayment of advances from affiliates                                 (170)              --
         Net cash (used in) provided by financing activities            (656)              67

Net increase in cash and cash equivalents                                247               --
Cash and cash equivalents, beginning of period                            --               --

Cash and cash equivalents, end of period                             $   247          $    --


                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (A California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2003


Note 1 - Organization and Summary of Significant Accounting Policies

Organization

Real  Estate  Associates  Limited  (the  "Partnership")  was  formed  under  the
California  Limited  Partnership  Act on September 15, 1977. The Partnership was
formed to invest either directly or indirectly in other  partnerships  which own
and  operate  primarily  federal,  state and local  government-assisted  housing
projects.  The  general  partner  is  National  Partnership   Investments  Corp.
("NAPICO"),  a California  Corporation (the "Corporate  General  Partner").  The
Partnership  shall be dissolved only upon the expiration of 53 complete calendar
years  (December 31, 2031) from the date of the formation of the  Partnership or
the  occurrence  of other events as  specified  in the terms of the  Partnership
agreement. The business of the Partnership is conducted primarily by NAPICO.

 On January 2, 2004, the Partnership  sent a consent  solicitation  statement to
the  limited  partners  regarding  amendment  to the  Restated  Certificate  and
Agreement of Limited  Partnership (the "Partnership  Agreement") to 1) eliminate
the requirement that the cash proceeds from the sale of an individual project or
project interest must exceed the tax liability to the limited partners resulting
from that sale,  and 2) modify the provision in the  Partnership  Agreement that
requires limited partner approval for a sale of all or substantially  all assets
so that sales of projects or project  interests in  transactions  that are not a
series of related  transactions do not require limited  partner  approval.  This
matter was approved  and the  Partnership  Agreement  was amended on January 23,
2004.

 On December 3, 2001,  Casden  Properties Inc.,  entered into a merger agreement
and certain other transaction documents with Apartment Investment and Management
Company,  ("AIMCO"), a publicly traded real estate investment trust, and certain
of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden
Properties Inc. and its subsidiaries,  including 100% of the outstanding capital
stock of NAPICO.  Prior to March 11, 2002, Casden Properties Inc. owned a 95.25%
economic  interest  in  NAPICO,  with the  balance  owned by  Casden  Investment
Corporation ("CIC").  CIC, which is wholly owned by Alan I. Casden, owned 95% of
the voting common stock of NAPICO prior to March 11, 2002.

The  general  partner  has a one  percent  interest in profits and losses of the
Partnership.  The limited  partners  have the  remaining 99 percent  interest in
proportion to their respective  investments.  A withdrawal amendment was entered
into as of September  12, 2002 and became  effective 90 days  thereafter  by and
among NAPICO and Charles  Boxenbaum,  whereby  Boxenbaum's  45% general  partner
interest was converted to that of a limited partner in the Partnership  entitled
to participate  in the profits and losses of the  Partnership in an amount equal
to 45% of the  amounts  otherwise  allocable  to  the  general  partners  by the
Partnership. The Corporate General Partner is the sole remaining general partner
of the Partnership.

Upon total or partial  liquidation  of the  Partnership  or the  disposition  or
partial  disposition of a project or project  interest and  distribution  of the
proceeds,  the  general  partners  will  be  entitled  to a  liquidation  fee as
stipulated  in the  Partnership  agreement.  The  limited  partners  will have a
priority return equal to their invested  capital  attributable to the project(s)
or project interest(s) sold and shall receive from the sale of the project(s) or
project  interest(s) an amount sufficient to pay state and federal income taxes,
if any,  calculated  at the maximum rate then in effect.  The general  partners'
liquidation fee may accrue but shall not be paid until the limited partners have
received distributions equal to 100 percent of their capital contributions.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States.

Reclassification

Certain  reclassifications have been made to the 2002 balances to conform to the
2003 presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and reported  amounts of revenues and expenses  during the reporting
period. Actual results could differ from those estimates.

Method of Accounting for Investments in Limited Partnerships

The  investments in local  partnerships  are accounted for on the equity method.
Acquisition,  selection  fees and other costs related to the  acquisition of the
projects  are  capitalized  as  part of the  investment  account  and are  being
amortized by the straight line method over the estimated lives of the underlying
assets, which is generally 30 years.

Net Income (Loss) Per Limited Partnership Interest

Net income (loss) per limited partnership  interest was computed by dividing the
limited  partners'  share  of  net  income  (loss)  by  the  number  of  limited
partnership  interests  outstanding  at the beginning of the year. The number of
limited partnership  interests was 16,323 for both years ended December 31, 2003
and 2002. During 2002, 177 limited partnership  interests were abandoned.  There
was no abandonment of limited partnership interests during 2003.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $247,000 at  December  31, 2003 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Impairment of Long-Lived Assets

The  Partnership  reviews its  investments in long-lived  assets to determine if
there  has  been  any  permanent   impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  asset  may  not be
recoverable.  If the sum of the  expected  future  cash  flows is less  than the
carrying amount of the assets, the Partnership recognizes an impairment loss. No
impairment  losses were recognized  during the years ended December 31, 2003 and
2002.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures About
Fair  Value  of  Financial  Instruments,"  requires  disclosure  of  fair  value
information about significant  financial  instruments.  The Partnership believes
that the carrying amount of other assets and liabilities reported on the balance
sheet that require such  disclosure  approximates  fair value due to their short
term maturity.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports.  SFAS No. 131 also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 1, 2003, and with respect to the public entities with variable  entities
held before  February 1, 2003,  FIN 46 will apply to  financial  statements  for
periods ending after December 15, 2004.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in  unconsolidated  local  partnerships  that may be deemed variable
interest  entities under the provisions of FIN 46. The  Partnership  has not yet
determined  the  anticipated  impact of adopting FIN 46 for its  investments  in
local  partnerships  that  existed as of January 31, 2003.  However,  FIN 46 may
require the  consolidation of the assets,  liabilities and operations of certain
of the Partnership's unconsolidated investments in local partnerships.  Although
the Partnership does not believe the full adoption of FIN 46 will have an impact
on cash flow,  the  Partnership  cannot make any  definitive  conclusion  on the
impact, if any, on net earnings until it completes its evaluation,  including an
evaluation of the Partnership's maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely deferred the provisions of SFAS 150 for finite life partnerships.

The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

Note 2 - Investments in Local Partnerships

As of December 31, 2003, the Partnership holds limited partnership  interests in
eight limited partnerships (the "Local Partnerships"). The Local Partnerships as
of December 31, 2003, own residential  low income rental projects  consisting of
463 apartment  units.  The mortgage  loans for these  projects are payable to or
insured by various government agencies.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage (between 50% and 99%).  Distributions of surplus cash from operations
from most of the Local  Partnerships  are restricted by the Local  Partnerships'
Regulatory  Agreements  with the United  States  Department of Housing and Urban
Development  ("HUD").  These  restrictions  limit the distribution to a portion,
generally  less than 10%, of the initial  invested  capital.  The excess surplus
cash is  deposited  into a  residual  receipts  reserve,  of which the  ultimate
realization by the  Partnership  is uncertain as HUD frequently  retains it upon
sale or  dissolution  of the Local  Partnership.  The  Partnership  is allocated
profits and losses and receives  distributions  from  refinancings  and sales in
accordance with the Local Partnerships' partnership agreements. These agreements
usually limit the Partnership's  distributions to an amount  substantially  less
than its ownership percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions and impairment charges. The Partnership is
not legally  liable for the  obligations  of the Local  Partnerships  and is not
otherwise  committed to provide additional support to them.  Therefore,  it does
not  recognize  losses  once its  investment  in each of the Local  Partnerships
reaches zero.  Distributions  from the Local Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.

As of December 31, 2003, the investment  balance in all eight Local Partnerships
had been reduced to zero.

At times,  advances  are made to the Local  Partnerships.  Advances  made by the
Partnership  to the individual  Local  Partnerships  are considered  part of the
Partnership's   investment  in  Local  Partnerships.   Advances  made  to  Local
Partnerships  for which the  investment  has been reduced to zero are charged to
expense.  During  the years  ended  December  31,  2003 and 2002,  approximately
$240,000  and  $36,000,   respectively,   was   recognized  as  expense  in  the
accompanying Statements of Operations.

During the year ended December 31, 2003, the Partnership received  approximately
$1,650,000  in  proceeds  from the sale of its limited  partnership  interest in
Cherry Hill Apartments that occurred on September 4, 2003. The Corporate General
Partner  was  entitled to receive a  liquidation  fee of  approximately  $52,000
related  to  the  sale  of the  limited  partnership  interest  in  Cherry  Hill
Apartments. This fee was accrued and will not be paid until the limited partners
have  received a return of their  original  invested  capital.  The  Partnership
recognized a gain of approximately  $940,000 on the sale of limited  partnership
interest, which was the difference between the net proceeds received, reduced by
the accrued liquidation fee, and the carrying value of the investment.

The following is a summary of the investments in Local Partnerships for the year
ended December 31, 2003 (in thousands):

           Balance, beginning of year                        $  658
           Distributions from Local Partnership
            recognized as reduction of investment balance       (28)
           Amortization of acquisition costs                     (1)
           Equity in income of Local Partnerships                29
           Sale of limited partnership interest                (658)
           Balance, end of period                            $   --

The following are condensed combined  financial  statements at December 31, 2003
and for each of the two years in the period ended  December  31,  2003,  for the
Local Partnerships in which the Partnership has investments:

            Condensed Combined Balance Sheet of the Local Partnerships
                                 (in thousands)

                                                    December 31,
                                                        2003
Assets
  Land                                               $    218
  Building and improvements, net of accumulated
   depreciation of approximately $11,244                2,432
  Other assets                                          1,976
  Assets held for sale                                    197
Total assets                                         $  4,823

Liabilities and Partners Deficit:
Liabilities:
  Mortgage notes payable                             $  8,061
  Notes payable and interest                              747
  Other liabilities                                       406
  Liabilities related to assets held for sale             676
                                                        9,890
Partners' deficit                                      (5,067)

Total liabilities and Partners' Deficit              $  4,823


        Condensed Combined Results of Operations of the Local Partnerships
                                 (in thousands)
                                                       Years ended December 31,
                                                         2003            2002
                                                                      (Restated)

Rental and other income                                $ 2,284         $ 2,326

Expenses:
Operating expenses                                       1,698           1,697
Financial expenses                                         349             365
Depreciation                                               380             378
Total expenses                                           2,427           2,440

Loss from continuing operations                           (143)           (114)
Loss from discontinued operations                          (28)            (21)
Net loss                                               $  (171)        $  (135)

Effective January 1, 2002, the Partnership adopted SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived  Assets",  which established  standards
for the way that public business enterprises report information about long-lived
assets that are either being held for sale or have  already been  disposed of by
sale or other means.  The standard  requires  that results of  operations  for a
long-lived  asset that is being held for sale or has already been disposed of be
reported as a  discontinued  operation  on the  statement  of  operations.  As a
result,  the  accompanying  condensed  combined  results of operations have been
restated  as of January 1, 2002 to reflect  the  operations  of Bernroe  Limited
Partnership  as loss from  discontinued  operations  due to its sale in  January
2004.  In addition,  the results for Cherry Hill  Apartments  have been excluded
from both 2003 and 2002 due to the sale of the  Partnership's  interest  in this
Local Partnership in September 2003.

Subsequent to year end, the property in one of the Limited Partnerships, Bernroe
Ltd., was sold to an unrelated third party.  The Partnership did not receive any
proceeds from the sale.

NAPICO, or one of its affiliates, is the general partner and property management
agent for certain Local Partnerships  included above. The Local Partnerships pay
the affiliate property management fees in the amount of 5% of their gross rental
revenues and data processing fees. The amounts paid were  approximately  $13,000
and $12,000 for the years ended December 31, 2003 and 2002, respectively.

Under recently adopted law and policy,  the United States  Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  of HUD ("FHA")
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring results in a reduction in annual debt service payable by the owner
of the  FHA-insured  mortgage  loan and is  expected  to result in an  insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the  Local  Partnerships  in which the  Partnership  has an  investment  will be
permitted to restructure its mortgage  indebtedness  under MAHRAA.  In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

Note 3 - Transactions with Affiliated Parties

Under the terms of the Restated  Certificate and Agreement of Limited  Partners,
the Partnership is obligated to NAPICO for an annual management fee equal to 0.5
percent of the  invested  assets.  Invested  assets are  defined as the costs of
acquiring project interests,  including the proportionate amount of the mortgage
loans  related to the  Partnership's  interest  in the  capital  accounts of the
respective Local Partnerships. The management fee incurred for both of the years
ended December 31, 2003 and 2002 was approximately $106,000.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  approximately  $10,000 and $9,000 for the years ended  December  31,
2003 and 2002,  respectively,  and is  included  in general  and  administrative
expenses.

AIMCO and its affiliates owned 4,628 limited partnership interests, or 28.35% of
the outstanding  interests (the  "Interests") in the Partnership at December 31,
2003. A number of these  Interests were acquired  pursuant to tender offers made
by AIMCO or its  affiliates.  It is possible that AIMCO or its  affiliates  will
acquire  additional  Interests in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders holding a majority of the Interests are entitled to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Note 4 - Contingencies

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interest  in Real  Estate  Associates  Limited  III (an  affiliated
partnership in which National  Partnership  Investments Corp.  ("NAPICO") is the
corporate  general partner) and two investors holding an aggregate of five units
of limited  partnership  interests in Real Estate Associates Limited VI (another
affiliated  partnership  in  which  NAPICO  is the  corporate  general  partner)
commenced  an  action  against  the   Partnership,   NAPICO  and  certain  other
defendants. The claims included, but were not limited to, claims for breaches of
fiduciary duty to the limited  partners of certain  NAPICO-managed  partnerships
and  violations of securities  laws by making  materially  false and  misleading
statements in the consent  solicitation  statements sent to the limited partners
of such  partnerships  relating  to  approval  of the  transfer  of  partnership
interests  in  limited  partnerships,  owning  certain  of  the  properties,  to
affiliates of Casden Properties,  Inc.,  organized by an affiliate of NAPICO. On
August 4, 1999, one investor holding one unit of limited partnership interest in
Housing Programs Limited (another affiliated  partnership in which NAPICO is the
corporate  general partner)  commenced a virtually  identical action against the
Partnership,  NAPICO and certain other entities.  The second action was subsumed
in the first action, and was certified as a class action.

On April 29, 2003, the court entered  judgment  against NAPICO and certain other
defendants  in the amount of  approximately  $25.2  million  for  violations  of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary  duty, both amounts plus interest of  approximately  $25.6 million,
and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11, 2003,  Apartment  Investment and Management  Company ("AIMCO") and
NAPICO  entered  into  a  Stipulation  of  Settlement   (the   "Stipulation   of
Settlement")  with the  plaintiff  class (the  "Plaintiffs")  and their  counsel
relating  to the  settlement  of the  litigation.  The  principal  terms  of the
Stipulation of Settlement include,  among other things (1) payments in both cash
($29 million) and stock ($19  million) by Alan I. Casden,  on behalf of himself,
NAPICO and other defendants,  to the Plaintiffs,  (2) guaranteed  payments in an
aggregate  amount  of $35  million  ($7  million  per  year for 5  years),  plus
interest,  by NAPICO to the  Plaintiffs,  (3) a release of claims of all parties
associated with the litigation and (4) joint agreement by the parties to request
that a new judgment be entered in the litigation to, among other things, expunge
the judgment originally entered against NAPICO and the other defendants.

In connection with the Stipulation of Settlement, on August 12, 2003, NAPICO and
AIMCO executed a Settlement  Agreement  (the  "Settlement  Agreement")  with the
prior  shareholders  of  Casden  Properties,  Inc.  The  principal  terms of the
Settlement  Agreement  include,   among  other  things,  that  (1)  NAPICO  will
voluntarily  discontinue  the action it  commenced  on May 13, 2003  against the
former  shareholders  of Casden  Properties,  Inc. and other  indemnitors in the
Casden  Merger,  (2) Alan I. Casden and certain  related  entities  will resolve
certain  pending  claims for  indemnification  made by  NAPICO,  AIMCO and their
affiliates,  (3) AIMCO or an  affiliate  will  provide  $25  million  of the $29
million in cash that Alan I. Casden is obligated to provide under the Stipulaton
of Settlement in exchange for 531,915 shares of AIMCO Class A Common Stock owned
by The Casden Company,  and (4) The Casden Company will promise to pay to NAPICO
an  aggregate  amount of $35 million  ($7  million  per year for 5 years),  plus
interest,  on a secured,  nonrecourse  basis.  The Casden Company can prepay its
obligation  set forth in item (4) above in shares of AIMCO Class A Common  Stock
having a value based on the greater of $47 per share or the market value of such
shares at the time of payment.

On December 30, 2003,  the  Stipulation of Settlement  with the plaintiff  class
(the  "Plaintiffs")  and their counsel  relating to the settlement of litigation
against the Registrant,  National Partnership  Investments Corp.  ("NAPICO") and
certain  other  defendants  became  effective in accordance  with its terms.  In
addition,  on  December  30,  2003,  the  Settlement  Agreement  with the  prior
shareholders of Casden  Properties,  Inc.,  NAPICO and Apartment  Investment and
Management Company ("AIMCO") also closed in accordance with its terms.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  lawsuits  arising from  transactions  in the ordinary
course of  business.  In the opinion of  management  and the  Corporate  General
Partner,   the  claims  will  not  result  in  any  material  liability  to  the
Partnership.

Note 5 - Income Taxes

The  Partnership  is not taxed on its income.  The  partners  are taxed in their
individual  capacities based upon their  distributive share of the Partnership's
taxable  income  or  loss  and are  allowed  the  benefits  to be  derived  from
off-setting  their  distributive  share of the tax losses against taxable income
from other sources  subject to passive loss  limitations.  The taxable income or
loss differs from  amounts  included in the  statements  of  operations  because
different  methods are used in determining the losses of the Local  Partnerships
as discussed below. The tax income or loss is allocated to the partner groups in
accordance with Section 704(b) of the Internal Revenue Code and therefore is not
necessarily proportionate to the interest percentage owned.

A reconciliation is as follows:

                                                  Years Ended December 31,
                                                     2003            2002
                                                       (in thousands)
Net income (loss) per financial statements          $ 540          $   (201)

  Gain on sale of limited partner interest             984               --
  Other                                                (96)             161
  Partnership's share of Local Partnership              69                8
Income (loss) per tax return                       $ 1,497          $   (32)
Income (loss) per limited partnership
  interest                                         $ 90.79          $ (1.94)

The following is a reconciliation between the Partnership's reported amounts and
the federal tax basis of net liabilities:

                                                   December 31, 2003
                                                     (in thousands)
      Net assets as reported                           $    185
      Add (deduct):
       Investment in Local Partnerships                  (5,444)
        Deferred offering costs                           2,568
       Other                                                372
      Net liabilities - federal tax basis              $ (2,319)


<PAGE>



Note 6 - Abandonment Of Limited Partnership Units

In 2002, the number of Limited  Partnership  Units decreased by 177 units due to
limited  partners  abandoning  their units.  There was no  abandonment  of units
during 2003. In abandoning  his or her Limited  Partnership  Unit(s),  a limited
partner relinquishes all right, title, and interest in the partnership as of the
date of abandonment.  However, the limited partner is allocated his or her share
of net income or loss for that year. The income or loss per Limited  Partnership
Unit in the  accompanying  consolidated  statements  of operations is calculated
based on the number of units outstanding at the beginning of the year.

Note 7 - Real Estate and  Accumulated  Depreciation  of Local  Partnerships in
          which Real Has Invested

The  following  is a  summary  of  real  estate,  accumulated  depreciation  and
encumbrances of the Local Partnerships,  excluding Bernroe which sold in January
2004, in which REAL has invested (in thousands):

<TABLE>
<CAPTION>

                                          Buildings
                                           And
                                          Related
                                          Personal               Accumulated      Date of
      Description       EncumbranceLand   Property   Total(2)(3) Depreciation (3)  Construction


<S>                        <C>    <C>     <C>       <C>          <C>              <C>  <C>
Belleville Manor, Ltd.     (1)    $ --    $ 820     $   820      $   612          1978-1979

Bethel Towers, Ltd.        (1)      67    4,079       4,146        3,383          pre 1977

Clinton Apts.              (1)      50      562         612          552          1977-1980

Emporia, Ltd.              (1)      40    2,619       2,659        2,140          1978-1980

Roebern, Ltd.              (1)      26    1,009       1,035          965         1978-1979

W. Lafeyette Ltd.          (1)      35    1,293       1,328        1,100         1979-1980

Williamson Towers, Ltd.    (1)      --    3,294       3,294        2,492         1979-1981

Total                      (1)    $218    $13,676   $13,894      $11,244
</TABLE>

(1)    Schedule of Encumbrances


<TABLE>
<CAPTION>

                                                                   Notes
                                                                Payable and
                                                   Mortgage       Accrued
Partnership Name                                    Notes        Interest      Total
                                                               (in thousands)
<S>                                             <C>            <C>           <C>
Belleville Manor, Ltd.                          $    526       $      6      $    532
Bethel Towers, Ltd.                                2,664             --         2,664
Clinton Apts.                                        121             12           133
Emporia, Ltd.                                      1,076             --         1,076
Roebern, Ltd.                                        552            355           907
W. Lafeyette Ltd.                                    909            374         1,283
Williamson Towers, Ltd.                            2,213             --         2,213
Total - December 31, 2003                       $  8,061       $    747      $  8,808
</TABLE>

(2) Reconciliation of real estate and accumulated depreciation

                                                 Years Ended December 31,
                                                   2003           2002
                                                      (in thousands)
Real Estate:
Balance at beginning of year                     $ 23,547       $ 23,418
Improvements during the year                          129            129
Disposal of assets                                 (8,643)            --
Assets held for sale                               (1,139)            --
Balance at end of period                         $ 13,894       $ 23,547

                                                 Years Ended December 31,
                                                    2003          2002
                                                      (in thousands)
Accumulated Depreciation:
Balance at beginning of year                      $ 17,634      $ 16,943
Depreciation expense for the period                    395           691
Disposal of assets                                  (5,804)           --
Assets held for sale                                  (981)           --
Balance at end of year                            $ 11,244      $ 17,634



<PAGE>



Item 8.       Changes in and Disagreements  with Accountants on Accounting and
              Financial Disclosure

None.

Item 8A.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Corporate  General Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer and  principal  financial  officer of the  Corporate  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.


<PAGE>



                                    PART III

Item 9.    Directors and Executive Officers of the Partnership

Real Estate  Associates  Limited (the  "Partnership" or the "Registrant") has no
directors  or officers.  The general  partner  responsible  for  conducting  the
business  of the  Partnership  is  National  Partnership  Investments  Corp.,  a
California Corporation ("NAPICO" or the "Corporate General Partner").

The names and ages of, as well as the positions and offices held by, the present
directors  and officers of NAPICO are set forth  below:  The  Corporate  General
Partner manages and controls  substantially all of the Partnership's affairs and
has general  responsibility  and ultimate authority in all matters affecting its
business.  There are no family  relationships  between or among any directors or
officers.

Peter K. Kompaniez              58    Director
David R. Robertson              37    President, Chief Executive Officer
                                        and Director
Charles McKinney                52    Senior Vice President and Director
                                        of Asset Management
Jeffrey H. Sussman              38    Senior Vice President, General
                                        Counsel and Secretary
Brian H. Shuman                 41    Senior Vice President and Chief
                                        Financial Officer

Peter K.  Kompaniez has been Director of the Corporate  General  Partner since
April 1, 2002. Mr.  Kompaniez has been Vice Chairman of the Board of Directors
of AIMCO  since  July  1994 and was  appointed  President  in July  1997.  Mr.
Kompaniez  has also  served as Chief  Operating  Officer  of NHP  Incorporated
after it was acquired by AIMCO in December 1997.  Effective April 1, 2004, Mr.
Kompaniez  resigned as President of AIMCO.  Mr. Kompaniez will continue in his
role as  Director  of the  Corporate  General  Partner  and Vice  Chairman  of
AIMCO's  Board  and will  serve  AIMCO on a variety  of  special  and  ongoing
projects in an operating role.

David R. Robertson has been President, Chief Executive Officer and a Director of
the Corporate  General  Partner since  October 2002.  Mr.  Robertson has been an
Executive  Vice  President  of AIMCO  since  February  2002,  and was  appointed
President and Chief  Executive  Officer of AIMCO  Capital in October  2002.  Mr.
Robertson  is  responsible  for  property   operations,   asset  management  and
transaction   activities   within  AIMCO   Capital's   portfolio  of  affordable
properties,  and for  redevelopment  and  construction  activities  for both the
conventional  and  affordable  property  portfolios.  Since  February  1996, Mr.
Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a
privately held chain of specialty food stores.

Charles McKinney has been Senior Vice President and Director of Asset Management
of the  Corporate  General  Partner and AIMCO Capital since January 2003 and has
overall responsibility for monitoring the construction, lease-up, operations and
compliance  issues for all  assets  constituting  a part of  AIMCO's  affordable
portfolio.  Mr.  McKinney  joined AIMCO as Vice President of Transactions in the
Affordable  Group  in  June  2002  and  had   responsibility   for  value  added
dispositions  of  affordable  properties  in the  Western  portion of the United
States.  From  September  2000  through  May 2002,  Mr.  McKinney  was  Managing
Underwriter for Real Estate Recovery, Inc. where he was responsible for the real
estate loan underwriting and loan review for the company's  clients.  From March
1998 through August 2000, Mr.  McKinney was the Executive  Managing  Director of
American Capital Advisors, Inc. an investment banking company.

Jeffrey H. Sussman has been Senior Vice President, General Counsel and Secretary
of the Corporate  General  Partner since joining  NAPICO in 1998. Mr. Sussman is
responsible for the legal affairs of NAPICO and its affiliates. Prior to joining
NAPICO in 1998, Mr. Sussman was an associate with the law firm of Rus, Miliband,
Williams & Smith in Irvine,  California.  His  practice  emphasized  real estate
finance  and  insolvency  law and  included  the  representation  of  borrowers,
lenders, and court-appointed  trustees in matters involving apartment complexes,
retail centers and hotels.

Brian H. Shuman has been Senior Vice  President and Chief  Financial  Officer of
the  Corporate  General  Partner  since  joining  NAPICO in 2000.  Mr. Shuman is
responsible  for  the  financial  affairs  of  NAPICO  as  well  as the  limited
partnership  sponsored by it. From 1996 until joining NAPICO in August 2000, Mr.
Shuman was Vice President - Finance for Preferred  Health  Management  Inc., the
largest  provider  of  worker   compensation   diagnostic  imaging  services  in
California formed in 1996, and was responsible for establishing and managing the
accounting, billing, collection, treasury and financial reporting departments.

The board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined  that Brian H. Shuman meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.   Executive Compensation

None of the directors and officers of the Corporate General Partner received any
remuneration from the Partnership during the year ended December 31, 2003.

Item 11.   Security Ownership of Certain Beneficial Owners and Management

(a)        Security Ownership of Certain Beneficial Owners

The general partners own all of the outstanding general partnership interests of
REAL; except as noted below, no person or entity is known to own beneficially in
excess of 5% of the outstanding limited partnership interests.


           Entity                   Number of Units         Percentage
AIMCO Properties, L.P.                  4,628                  28.35%

AIMCO  Properties,  L.P.  is  ultimately  controlled  by AIMCO.  Its  business
address is 4582 S. Ulster Parkway, Suite 1100, Denver, Colorado 80237

(b)None of the  officers  and  directors of the  Corporate  General  Partner own
directly or beneficially any limited partnership interests in the Partnership.

Item 12.  Certain Relationships and Related Transactions

Under the terms of the Restated  Certificate and Agreement of Limited  Partners,
the Partnership is obligated to NAPICO for an annual management fee equal to 0.5
percent of the  invested  assets.  Invested  assets are  defined as the costs of
acquiring project interests,  including the proportionate amount of the mortgage
loans  related to the  Partnership's  interest  in the  capital  accounts of the
respective Local Partnerships. The management fee incurred for both of the years
ended December 31, 2003 and 2002, was approximately $106,000.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was  approximately  $10,000 and $9,000 for the years ended  December  31,
2003 and 2002,  respectively,  and is  included  in general  and  administrative
expenses.

AIMCO and its affiliates owned 4,628 limited partnership interests, or 28.35% of
the outstanding  interests (the  "Interests") in the Partnership at December 31,
2003. A number of these  Interests were acquired  pursuant to tender offers made
by AIMCO or its  affiliates.  It is possible that AIMCO or its  affiliates  will
acquire  additional  Interests in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders holding a majority of the Interests are entitled to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate  General  Partner.  Although the Corporate  General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.


<PAGE>



Item 13.    Exhibits and Reports on Form 8-K

Exhibits

            Exhibit 3 Articles of  incorporation  and bylaws:  The Registrant is
            not incorporated. The Partnership Agreement was filed with Form S-11
            registration #260561, incorporated by reference.

            Exhibit  31.1Certification  of equivalent of Chief Executive Officer
            pursuant to Securities  Exchange Act Rules  13a-14(a)/15d-14(a),  as
            Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

            Exhibit  31.2Certification  of equivalent of Chief Financial Officer
            pursuant to Securities  Exchange Act Rules  13a-14(a)/15d-14(a),  as
            Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

            Exhibit  32.1Certification  Pursuant to 18 U.S.C.  Section  1350, as
            Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

            Exhibit 99.1  Independent  Auditors  Report for Belleville  Manor,
            Ltd.

            Exhibit 99.2Independent Auditors Report for Bernroe, Ltd.

            Exhibit 99.3 Independent Auditors Report for Bethel Towers, Ltd.

            Exhibit 99.4 Independent Auditors Report for Clinton Apts.

            Exhibit 99.5Independent Auditors Report for Roeburn, Ltd.

            Exhibit 99.6 Independent Auditors Report for West Lafeyette, Ltd.

            Exhibit 99.7  Independent  Auditors  Report for Williamson  Towers
            Association.

Reports on Form 8-K

Reports on Form 8-K filed during the fourth quarter of 2003:

Current  Report on Form 8-K dated  November  24, 2003 and filed on November  26,
2003 disclosing the Stipulation Settlement between NAPICO and the plaintiffs.

Item 14.    Principal Accounting Fees and Services

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $34,000 and $33,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $15,000 and $16,000, respectively.


<PAGE>



                                   SIGNATURES


In accordance  with the  requirements of Section 13 or 15(d) of the Exchange Act
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                               REAL ESTATE ASSOCIATES LIMITED
                               (a California Limited Partnership)

                                    By:   NATIONAL   PARTNERSHIP   INVESTMENTS
                                      CORP.
                                          Corporate General Partner

                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive
                                          Officer

                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer

                                    Date: April 23, 2004

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

/s/Peter K. Kompaniez         Director                      Date: April 23, 2004
Peter K. Kompaniez



/s/David R. Robertson         President, Chief Executive    Date: April 23, 2004
David R. Robertson             Officer and Director



/s/Brian H. Shuman            Senior Vice President and     Date: April 23, 2004
Brian H. Shuman                 Chief Financial Officer



<PAGE>



                         REAL ESTATE ASSOCIATES LIMITED
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit

  3         Articles  of  incorporation  and  bylaws:  The  Registrant  is not
            incorporated.  The Partnership  Agreement was filed with Form S-11
            registration #260561, incorporated by reference.

  31.1      Certification  of equivalent of Chief Executive  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2      Certification  of equivalent of Chief Financial  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1      Certification  Pursuant  to  18  U.S.C.  Section  1350,  as  Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  99.1      Independent Auditors Report for Belleville Manor, Ltd.

  99.2      Independent Auditors Report for Bernroe, Ltd.

  99.3      Independent Auditors Report for Bethel Towers, Ltd.

  99.4      Independent Auditors Report for Clinton Apts.

  99.5      Independent Auditors Report for Roeburn, Ltd.

  99.6      Independent Auditors Report for West Lafeyette, Ltd.

  99.7      Independent Auditors Report for Williamson Towers Association.


<PAGE>


Exhibit 31.1

                                  CERTIFICATION


I, David R. Robertson, certify that:


1.    I have  reviewed  this  annual  report  on  Form  10-KSB  of  Real  Estate
      Associates Limited;

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  April 23, 2004

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President and Chief Executive Officer of
                                    National Partnership Investments Corp.,
                                    equivalent of the chief executive officer
                                    of the Partnership


<PAGE>


Exhibit 31.2

                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1.    I have  reviewed  this  annual  report  on  Form  10-KSB  of  Real  Estate
      Associates Limited;

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  April 23, 2004

                                    /s/Brian H. Shuman
                                    Brian H. Shuman
                                    Senior Vice President and Chief Financial
                                    Officer of National Partnership
                                    Investments Corp., equivalent of the
                                    chief financial officer of the Partnership



<PAGE>



Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In connection  with the Annual  Report on Form 10-KSB of Real Estate  Associates
Limited (the "Partnership"),  for the year ended December 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),  David
R.  Robertson,  as  the  equivalent  of  the  chief  executive  officer  of  the
Partnership,  and Brian H.  Shuman,  as the  equivalent  of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  April 23, 2004

                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  April 23, 2004


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


<PAGE>


Exhibit 99.1

                          INDEPENDENT AUDITORS' REPORT



To the Partners
Belleville Manor Apartments, Ltd.
(A Limited Partnership)

We have audited the accompanying  balance sheet of Belleville Manor  Apartments,
Ltd., Project No.  083-35219-L8-PM-PAH  (a limited partnership),  as of December
31, 2003,  and the related  statement  of income,  and cash flows and changes in
partners'  deficit for the year then ended.  These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We have  conducted our audit 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 Belleville Manor Apartments,
Ltd. at December 31, 2003,  and the results of its operations and cash flows and
changes  in  partners'  deficit  for the  year  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated February 6, 2004, on our
consideration of Belleville Manor Apartments' internal control and reports dated
February 6, 2004, on its  compliance  with specific  requirements  applicable to
major HUD programs and specific  requirements  applicable  to  Affirmative  Fair
Housing.

The accompanying  supplementary  information (shown on pages 13-21) is presented
for  purposes of  additional  analysis  and is not a required  part of the basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the 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.


Burkhalter & Ryan, P.C.
Nashville, Tennessee
February 6, 2004

<PAGE>


Exhibit 99.2

                          INDEPENDENT AUDITORS' REPORT



To the Partners
Bernroe, Ltd.

We have audited the accompanying  balance sheets of Bernroe,  Ltd. (a California
limited partnership) FHMA Project No.  57-18-1333001 (the "Partnership"),  as of
December 31, 2003 and 2002, and the related statements of operations, changes in
partners'  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  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 the
Partnership's  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 Bernroe,  Ltd. as of December
31, 2003 and 2002 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  19, 2004 on our  consideration  of the  Partnership's  internal
control over financial reporting and on our tests of its compliance with certain
provisions  of laws,  regulations,  contracts  and  grants.  That  report  is an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 11 through 16) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements.  This
additional   information  is  the   responsibility  of  the  Partnership.   Such
information has been subjected to the auditing  procedures  applied in our audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material respects when considered in relation to the basic financial  statements
taken as a whole.

Effective on January 30, 2004, the project was sold to an unrelated party.

Altschuler, Melvoin and Glasser LLP
Los Angeles, California
February 19, 2004

<PAGE>


Exhibit 99.3

                          INDEPENDENT AUDITORS' REPORT



To the Partners
Bethel Towers Limited
Dividend Housing Association
Detroit, Michigan

Gentlemen:

We have audited the accompanying Balance Sheet of Bethel Towers Limited Dividend
Housing  Association,   (a  Michigan  limited  partnership),   FHA  Project  No.
044-27-NI-RAP,  MSHDA  No.  213,  as of  December  31,  2003,  and  the  related
Statements  of Profit and Loss,  Changes in  Accumulated  Earnings and Partners'
Equity  (Deficit)  and Cash  Flows  for the year  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We have  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 Bethel Towers Dividend Housing
Association,  FHA Project No. 044-27-NI-RAP MSHDA No. 213, at December 31, 2003,
and the results of its operations,  the changes in its accumulated  earnings and
partners'  equity  (deficit)  and its  cash  flows  for the year  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements  taken as a whole.  The  additional  information of Bethel
Towers Limited Dividend Housing Association FHA Project No.  044-27-NI-RAP MSHDA
No. 213 on pages 12 through 22 is presented for purposes of additional  analysis
and are not a required part of the basic financial  statements.  This additional
information  is  the  responsibility  of  the  partnership's  management.   Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic financial  statements and, in our opinion, is fairly presented,  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  January 27, 2004,  on our  consideration  of the  partnership's  internal
control structure and on its compliance with laws and regulations.

We and prior  auditors  have  previously  audited and  expressed an  unqualified
opinion on the financial  statements of Bethel Towers Limited  Dividend  Housing
Association  for the years 1976 through 2002.  In our opinion,  and relying upon
prior auditors opinions,  the supplemental data included on page 22, relating to
the years 1976 through  2003, is fairly  stated,  in all material  respects,  in
relation to the basic financial statements from which it has been derived.

Sloniker and Woodgate, P.C.
Waterford, Michigan
January 27, 2004


<PAGE>


Exhibit 99.4

                          INDEPENDENT AUDITORS' REPORT



To the Partners
Clinton Apartments, Ltd.
(A Limited Partnership)

We have audited the  accompanying  balance  sheet of Clinton  Apartments,  Ltd.,
Project No.  083-35225-L8-PM-PAH  (a limited  partnership),  as of December  31,
2003,  and the  related  statements  of income,  and cash  flows and  changes in
partners'  deficit for the year then ended.  These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We have  conducted our audit 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 Clinton  Apartments,  Ltd. at
December 31, 2003,  and the results of its operations and cash flows and changes
in  partners'  deficit  for the year then ended in  conformity  with  accounting
principles generally accepted in the United States of America.

In accordance  with Government  Auditing  Standards and the  Consolidated  Audit
Guide for Audits of HUD Programs  issued by the U.S.  Department  of Housing and
Urban  Development,  we have also issued a report dated February 2, 2004, on our
consideration of Clinton Apartments' internal control and reports dated February
2, 2004, on its compliance  with specific  requirements  applicable to major HUD
programs and specific requirements applicable to Affirmative Fair Housing.

The accompanying  supplementary  information (shown on pages 13-21) is presented
for  purposes of  additional  analysis  and is not a required  part of the basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the 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.


Burkhalter & Ryan, P.C.
Nashville, Tennessee
February 2, 2004


<PAGE>


Exhibit 99.5

                          INDEPENDENT AUDITORS' REPORT

To the Partners
West Lafayette, Ltd.

We have audited the accompanying balance sheets of West Lafayette, Ltd. (an Ohio
limited partnership), FmHA Project No. 0H16-R000-008  (the"Partnership"),  as of
December 31, 2003 and 2002 and the related statements of operations,  changes in
partners'  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  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 the
Partnership's  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 West  Lafayette,  Ltd. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended in conformity with U.S. generally  accepted  accounting
principles.

The  financial  statements  have been  prepared  assuming the  Partnership  will
continue as a going concern. As discussed in Note 7 to the financial statements,
the  Partnership's  recurring  losses and negative  cash flow raise  substantial
doubt  about  the  Partnership's   ability  to  continue  as  a  going  concern.
Management's  plans  regarding  these  matters  are  described  in Note  7.  The
financial  statements do no include any  adjustments  that might result from the
outcome of this uncertainty.

In accordance with Government Auditing  Standards,  we have also issued a report
dated  February 26, 2004, on our  consideration  of the  Partnership's  internal
control over financial reporting and on our tests of its compliance with certain
provisions  of laws,  regulations,  contracts  and  grants.  That  report  is an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 11 through 17) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements.  This
additional   information  is  the   responsibility  of  the  Partnership.   Such
information has been subjected to the auditing  procedures  applied in our audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material respects when considered in relation to the basic financial  statements
taken as a whole.

Altschuler, Melvoin and Glasser, LLP
Los Angeles, California
February 26, 2004


<PAGE>


Exhibit 99.6

                          INDEPENDENT AUDITORS' REPORT

To the Partners
Roebern, Ltd.

We have audited the accompanying  balance sheets of Roebern,  Ltd. (a California
limited partnership) FHMA Project No.  57-13-1332862 (the "Partnership"),  as of
December 31, 2003 and 2002 and the related statements of operations,  changes in
partners'  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  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 the
Partnership's  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 Roebern,  Ltd. as of December
31, 2003 and 2002 and the results of its  operations  and its cash flows for the
years  then  ended  in  conformity  with  U.S.  generally  accepted   accounting
principles.

The  financial  statements  have been  prepared  assuming the  Partnership  will
continue as a going concern. As discussed in Note 6 to the financial statements,
the  Partnership's  recurring losses and its mortgage default raise  substantial
doubt  about  the  Partnership's   ability  to  continue  as  a  going  concern.
Management's  plans with regards to these  matters are  described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

In accordance with Government Auditing  Standards,  we have also issued a report
dated March 2, 2004 on our consideration of the  Partnership's  internal control
over  financial  reporting  and on our  tests  of its  compliance  with  certain
provisions  of laws,  regulations,  contracts  and  grants.  That  report  is an
integral  part of an audit  performed in  accordance  with  Government  Auditing
Standards and should be read in conjunction  with this report in considering the
results of our audit.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial  statements taken as a whole. The  accompanying  additional  financial
data (shown on pages 11 through 16) are  presented for the purpose of additional
analysis and are not a required  part of the basic  financial  statements.  This
additional   information  is  the   responsibility  of  the  Partnership.   Such
information has been subjected to the auditing  procedures  applied in our audit
of the basic financial  statements and, in our opinion,  is fairly stated in all
material respects when considered in relation to the basic financial  statements
taken as a whole.

Altschuler, Melvoin and Glasser LLP
Los Angeles, California
March 2, 2004


<PAGE>


Exhibit 99.7

                          INDEPENDENT AUDITORS' REPORT



Partners
Williamson Towers Associates

We have audited the accompanying balance sheets of Williamson Towers Associates,
a limited  partnership,  (Project  No.  045-35100),  as of December 31, 2003 and
2002, and the related statements of operations and partners' deficit and of cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility  of the  General  Partner.  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 the General  Partner,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of Williamson Towers Associates  (Project No.
045-35100) as of December 31, 2003 and 2002,  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.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The additional  information of Williamson
Towers  Associates  (Project No.  045-35100) on pages 9 through 18, is presented
for the purpose of  additional  analysis and is not a required part of the basic
financial statements.  This additional  information is the responsibility of the
General Partner. Such additional  information has been subjected to the auditing
procedures  applied in our audit of the basic  financial  statements and, in our
opinion,  is fairly stated in all material  respects when considered in relation
to the basic 2003 financial statements taken as a whole.

In accordance  with Government  Auditing  Standards we have also issued a report
dated January 20, 2004, on our  consideration of Williamson  Towers  Associates'
internal  control  and  report  dated  January  20,  2004  on our  tests  of its
compliance with laws,  regulations,  contracts and grants.  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 audit.



Deloitte & Touche
January 20, 2004