FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC  20549

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)

For the fiscal year ended                 March 31, 2000

Commission File Number                       0-21762

                       Gateway Tax Credit Fund III Ltd.
          (Exact name of Registrant as specified in its charter)
            Florida                                59-3090386
(State or other jurisdiction of              ( I.R.S. Employer No.)
incorporation or organization)

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

Registrant's Telephone No., Including Area Code:    (727)573-3800

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

Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class:  Beneficial Assignee Certificates

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

            YES     X                    NO

Indicate by check mark if disclosure of delinquent filers pursuant to  item
405  of  Regulation  S-K (Sec. 229.405 of this chapter)  is  not  contained
herein,  and  will be contained to the best of registrant's  knowledge,  in
definitive  proxy or information statements incorporated  by  reference  in
Part III of this Form 10-K or any amendment to this Form 10-K.   X

                                      Number of Record Holders
  Title of Each Class                     March 31, 2000
Limited Partnership Interest                    2,266
General Partner Interest                          2

            DOCUMENTS INCORPORATED BY REFERENCE

Parts III and IV - Form S-11 Registration Statement and all amendments  and
supplements thereto.
               File No. 33-44238

                           PART I


Item 1.  Business

   Gateway  Tax  Credit  Fund III Ltd. ("Gateway")  is  a  Florida  Limited
Partnership.   The  general partners are Raymond James  Tax  Credit  Funds,
Inc., the Managing General Partner, and Raymond James Partners, Inc.,  both
sponsors  of Gateway Tax Credit Fund III Ltd. and wholly-owned subsidiaries
of  Raymond James Financial, Inc.  Gateway was formed October 17, 1991  and
commenced  operations  July 16, 1992 with the first  admission  of  Limited
Partners.

   Gateway  is  engaged in only one industry segment,  to  acquire  limited
partnership  interests  in  unaffiliated  limited  partnerships   ("Project
Partnerships"),  each  of which owns and operates  one  or  more  apartment
complexes eligible for Low-Income Housing Tax Credits under Section  42  of
the Internal Revenue Code ("Tax Credits"), received over a ten year period.
Subject  to  certain  limitations, Tax Credits may  be  used  by  Gateway's
investors to reduce their income tax liability generated from other  income
sources.   Gateway  will  terminate on December 31,  2040,  or  sooner,  in
accordance  with  the terms of its Limited Partnership  Agreement.   As  of
March  31, 2000, Gateway received capital contributions of $1,000 from  the
General  Partners and from the Limited Partners, $10,395,000 in  Series  7,
$9,980,000 from Series 8, $6,254,000 from Series 9, $5,043,000 from  Series
10 and $5,127,000 from Series 11.

   Gateway  offered Limited Partnership units in series.   Each  series  is
treated  as though it were a separate partnership, investing in a  separate
and  distinct pool of Project Partnerships.  Net proceeds from each  series
are  used  to acquire Project Partnerships which are specifically allocated
to  such  series.   Income  or  loss and all tax  items  from  the  Project
Partnerships acquired by each series are specifically allocated  among  the
limited partners of such series.

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

  As of March 31, 2000, Gateway had invested in 39 Project Partnerships for
Series 7, 43 Project Partnerships for Series 8, 24 Project Partnerships for
Series 9, 15 Project Partnerships for Series 10 and 12 Project Partnerships
for  Series  11.   Gateway acquired its interests in  these  properties  by
becoming  a  limited  partner  in the Project  Partnerships  that  own  the
properties.   The primary source of funds for each series  is  the  capital
contributions from Limited Partner investors.

  All but eight of the properties are financed with mortgage loans from the
Farmers  Home  Administration  (now  called  United  States  Department  of
Agriculture  -  Rural Development) ("USDA-RD") under  Section  515  of  the
Housing  Act of 1949.  These mortgage loans are made at low interest  rates
for  multi-family housing in rural and suburban areas, with the requirement
that the interest savings be passed on to low income tenants in the form of
lower  rents.   A  significant  portion of the  project  partnerships  also
receive  rental  assistance  from USDA-RD to subsidize  certain  qualifying
tenants.   One recently acquired property in Series 7 received conventional
financing.  One property in Series 9, two properties in Series 10  and  one
property  in  Series  11  are fully financed through  the  HOME  Investment
Partnerships Program.  These HOME Program loans provide financing at  rates
of  0 % to 0.5% for a period of 15 to 42 years.  One property in Series  11
is  partially  financed  by HOME.  Two properties  in  Series  11  received
conventional financing.

   Risks  related to the operations of Gateway are described in  detail  on
pages  29 through 38 of the Prospectus, as supplemented, under the  Caption
"Risk  Factors" which is incorporated herein by reference.  The  investment
objectives of Gateway are to:

     1)    Provide  tax  benefits to Limited Partners in the  form  of  Tax
     Credits  during the period in which each Project is eligible to  claim
     tax credits;

       2)Preserve and protect the capital contribution of Investors;

     3)    Participate  in any capital appreciation in  the  value  of  the
     Projects; and

     4)    Provide  passive  losses to i) individual  investors  to  offset
     passive  income  from  other  passive activities,  and  ii)  corporate
     investors to offset business income.

  The investment objectives and policies of Gateway are described in detail
on  pages  39  through  47  of the Prospectus, as supplemented,  under  the
caption  "Investment Objectives and Policies" which is incorporated  herein
by reference.

   Gateway's  goal  is  to  invest in a diversified  portfolio  of  Project
Partnerships located in rural and suburban locations with a high demand for
low  income  housing.   As of March 31, 2000 the Series'  investor  capital
contributions were successfully invested in Project Partnerships which  met
the  investment  criteria.   Management anticipates  that  competition  for
tenants  will only be with other low income housing projects and  not  with
conventionally  financed  housing.  With  a  significant  number  of  rural
American  households living below the poverty level in substandard housing,
management  believes there will be a continuing demand for  affordable  low
income housing for the foreseeable future.

   Gateway has no direct employees.  Services are performed by the Managing
General  Partner  and  its affiliates and by agents retained  by  it.   The
Managing  General Partner has full and exclusive discretion  in  management
and control of Gateway.

Item 2.  Properties

   Gateway  owns  a  majority interest in properties  through  its  limited
partnership  investments in Project Partnerships.  The largest  single  net
investment  in  a Project Partnership in Series 7 is 15.6% of  the  Series'
total balance sheet assets, Series 8 is 8.1%, Series 9 is 15.6%, Series  10
is  20.5%  and  Series 11 is 21.7%.  The following table  provides  certain
summary information regarding the Project Partnerships in which Gateway had
an interest as of December 31, 1999:

Item 2 - Properties (continued):


SERIES 7
                                                                    OCCU-
                    LOCATION OF       #  OF  DATE       PROPERTY   PANCY
PARTNERSHIP         PROPERTY          UNIT   ACQUIRED     COST      RATE
-----------         -----------       ----   --------   --------   -----
Nottingham          Pisgah, AL           18      6/92      717,067   100%
Cedar Hollow        Waterloo, NE         24      7/92      935,912    96%
Sunrise             Mission, SD          44      7/92    2,519,939    91%
Mountain City       Mountain City, TN    40      8/92    1,592,708   100%
Burbank             Falls City, NE       24      8/92    1,000,742   100%
Washington          Bloomfield, NE       24      9/92      970,309    88%
BrookStone          McCaysville, GA      40      9/92    1,459,987    98%
Tazewell            New Tazewell, TN     44      9/92    1,694,460   100%
N. Irvine           Irvine, KY           24      9/92    1,019,229   100%
Horton              Horton, KS           24      9/92      932,540    83%
Manchester          Manchester, GA       42      9/92    1,475,429    93%
Waynesboro          Waynesboro, GA       24      9/92      817,498   100%
Lakeland II         Lakeland, GA         30      9/92    1,009,647    90%
Mt. Vernon          Mt. Vernon, GA       24      9/92      900,526    71%
Meadow Run          Dawson, GA           48      9/92    1,744,840    90%
Spring Creek II     Quitman, GA          24      9/92      808,475   100%
Warm Springs        Warm Springs, GA     22      9/92      823,327    91%
Blue Ridge          Blue Ridge, GA       41      9/92    1,339,143    93%
Walnut              Elk Point, SD        24      9/92    1,006,859   100%
Pioneer             Mountain View, AR    48      9/92    1,342,489   100%
Dilley              Dilley, TX           28      9/92      889,051    97%
Elsa                Elsa, TX             40      9/92    1,340,481   100%
Clinch View         Gate City, VA        42      9/92    1,774,521   100%
Jamestown           Jamestown, TN        40      9/92    1,497,964   100%
Leander             Leander, TX          36      9/92    1,114,334   100%
Louisa Sr.          Louisa, KY           36      9/92    1,504,659   100%
Orchard Commons     Crab Orchard, KY     12      9/92      479,661    95%
Vardaman            Vardaman, MS         24      9/92      905,694   100%
Heritage Park       Paze, AZ             32      9/92    1,558,643    94%
BrooksHollow        Jasper, GA           40      9/92    1,438,920   100%
Cavalry Crossing    Ft. Scott, KS        40      9/92    1,774,492    98%
Carson City         Carson City, KS      24     11/92      957,858    92%
Matteson            Capa, KS             24     11/92      937,850    79%
Pembroke            Pembroke, KY         16     12/92      623,304   100%
Robynwood           Cynthiana, KY        24     12/92    1,011,684    96%
Atoka               Atoka, OK            24      1/93      835,334    96%
Coalgate            Coalgate, OK         24      1/93      828,505   100%
Hill Creek          West Blocton, AL     24     11/93      968,228    92%
Cardinal            Mountain Home, AR     32    11/93      781,436    91%
                                       ----             ----------
                                      1,195             45,333,745
                                       ====             ==========

An average effective rental per unit is $3,374 per year ($281 per month).

Item 2 - Properties (continued):

SERIES 8

                                                                    OCCU-
                  LOCATION OF         #   OF     DATE  PROPERTY    PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED    COST       RATE
-----------       -----------         -----  --------  --------    ------
Purdy             Purdy, MO               16    12/92     570,951     69%
Galena            Galena, KS              24    12/92     750,586    100%
Antlers 2         Antlers, OK             24     1/93     787,859     96%
Holdenville       Holdenville, OK         24     1/93     892,598    100%
Wetumka           Wetumka, OK             24     1/93     812,853    100%
Mariners Cove     Marine City, MI         32     1/93   1,270,387     94%
Mariners Cove Sr. Marine City, MI         24     1/93     986,612    100%
Antlers           Antlers, OK             36     3/93   1,321,039     94%
Bentonville       Bentonville, AR         24     3/93     758,489     96%
Deerpoint         Elgin, AL               24     3/93     932,474     79%
Aurora            Aurora, MO              28     3/93     886,857    100%
Baxter            Baxter Springs, KS      16     4/93     533,085    100%
Arbor Gate        Bridgeport, AL          24     5/93     918,303     96%
Timber Ridge      Collinsville, AL        24     5/93     895,627     96%
Concordia Sr.     Concordia, KS           24     5/93     826,389     88%
Mountainburg      Mountainburg, AR        24     6/93     883,990     96%
Lincoln           Pierre, SD              25     5/93   1,114,275     92%
Fox Ridge         Russellville, AL        24     6/93     902,785     75%
Meadow View       Bridgeport, NE          16     6/93     718,724     94%
Sheridan          Auburn, NE              16     6/93     752,487     81%
Morningside       Kenton, OH              32     6/93   1,187,597    100%
Grand Isle        Grand Isle, ME          16     6/93   1,198,084     63%
Meadowview        Van Buren, AR           29     8/93     994,717     90%
Taylor            Taylor, TX              44     9/93   1,530,767    100%
Brookwood         Gainesboro, TN          44     9/93   1,810,597     93%
Pleasant Valley   Lynchburg, TN           33     9/93   1,350,337    100%
Reelfoot          Ridgely, TN             20     9/93     814,568    100%
River Rest        Newport, TN             34     9/93   1,403,425    100%
Kirskville        Kirksville, MO          24     9/93     831,492    100%
Cimmaron          Arco, ID                24     9/93   1,101,739     79%
Kenton            Kenton, OH              46     9/93   1,770,964    100%
Lovingston        Lovingston, VA          64     9/93   2,726,198    100%
Pontotoc          Pontotoc, MS            36    10/93   1,326,113    100%
So. Brenchley     Rexburg, ID             30    10/93   1,548,673     97%
Hustonville       Hustonville, KY         16    10/93     695,605    100%
Northpoint        Jackson, KY             24    10/93   1,085,065     96%
Brooks Field      Louisville, GA          32    10/93   1,171,823     97%
Brooks Lane       Clayton, GA             36    10/93   1,348,191    100%
Brooks Point      Dahlonega, GA           41    10/93   1,657,691     98%
Brooks Run        Jasper, GA              24    10/93     923,814    100%
Logan Heights     Russellville, KY        24    11/93     951,730     58%
Lakeshore 2       Tuskegee, AL            36    12/93   1,415,885    100%
Cottondale        Cottondale, FL          25     1/94     948,319     96%
                                       -----          -----------
                                       1,207           47,309,764
                                      =====           ===========

An average effective rental per unit is $3,283 per year ($273 per month).

Item 2 - Properties (continued):

SERIES 9
                                                                    OCCU-
                  LOCATION OF         #   OF DATE         PROPERTY PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED         COST  RATE
-----------       -----------         -----  --------     -------- ------
Jay               Jay, OK                 24     9/93      810,597   100%
Boxwood           Lexington, TX           24     9/93      770,939   100%
Stilwell 3        Stilwell, OK            16     9/93      587,132    81%
Arbor Trace       Lake Park, GA           24    11/93      918,358   100%
Arbor Trace 2     Lake Park, GA           42    11/93    1,806,434    95%
Omega             Omega, GA               36    11/93    1,407,304    94%
Cornell 2         Watertown, SD           24    11/93    1,152,826    83%
Elm Creek         Pierre, SD              24    11/93    1,183,256    83%
Marionville       Marionville, MO         20    11/93      696,979    95%
Lamar             Lamar, AR               24    12/93      904,325    96%
Mt. Glen          Heppner, OR             24    12/93    1,059,006    75%
Centreville       Centreville, AL         24    12/93      973,835    96%
Skyview           Troy, AL                36    12/93    1,409,957    97%
Sycamore          Coffeyville, KS         40    12/93    1,783,471   100%
Bradford          Cumberland, KY          24    12/93    1,055,632    96%
Cedar Lane        London, KY              24    12/93      995,281   100%
Stanton           Stanton, KY             24    12/93    1,001,158   100%
Abernathy         Abernathy, TX           24     1/94      781,898   100%
Pembroke          Pembroke, KY            24     1/94      998,687   100%
Meadowview        Greenville, AL          24     2/94    1,134,218    96%
Town Branch       Mt. Vernon, KY          24    12/93      984,410   100%
Fox Run           Ragland, AL             24     3/94      971,038    75%
Maple Street      Emporium, PA            32     3/94    1,701,192   100%
Manchester        Manchester, GA          18     5/94      737,525    94%
                                       -----            ----------
                                         624            25,825,458
                                       =====            ==========

An average effective rental per unit is $3,260 per year ($272 per month).

Item 2 - Properties (continued):

SERIES 10
                                                                    OCCU-
                  LOCATION OF         #   OF DATE       PROPERTY   PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED     COST      RATE
-----------       -----------         -----  --------   --------   ------
Redstone          Challis, ID             24    11/93   1,125,496     83%
Albany            Albany, KY              24     1/94   1,029,662     88%
Oak Terrace       Bonifay, FL             18     1/94     664,297     94%
Wellshill         West Liberty, KY        32     1/94   1,345,844    100%
Applegate         Florence, AL            36     2/94   1,835,942     97%
Heatherwood       Alexander, AL           36     2/94   1,609,061    100%
Peachtree         Gaffney, SC             28     3/94   1,046,466    100%
Donna             Donna, TX               50     1/94   1,780,076    100%
Wellsville        Wellsville, NY          24     2/94   1,335,010    100%
Tecumseh          Tecumseh, NE            24     4/94   1,072,910     75%
Clay City         Clay City, KY           24     5/94   1,023,549     96%
Irvine West       Irvine, KY              24     5/94   1,088,804     88%
New Castle        New Castle, KY          24     5/94   1,021,516     88%
Stigler           Stigler, OK             20     7/94     754,056    100%
Courtyard         Huron, SD               21     8/94     767,840    100%
                                        ----           ----------
                                         409           17,500,529
                                        ====           ==========



An average effective rental per unit is $3,274 per year ($273 per month).

Item 2 - Properties (continued):

SERIES 11
                                                                    OCCU-
                  LOCATION OF         #   OF DATE      PROPERTY    PANCY
PARTNERSHIP       PROPERTY            UNIT   ACQUIRED  COST         RATE
-----------       -----------         -----  --------  --------    ------
Homestead         Pinetop, AZ             32     9/94   1,755,138    100%
Mountain Oak      Collinsville, AL        24     9/94     879,424     92%
Eloy              Eloy, AZ                24    11/94     929,632    100%
Gila Bend         Gila Bend, AZ           36    11/94   1,274,647     83%
Creekstone        Dallas, GA              40    12/94   2,008,604     88%
Tifton            Tifton, GA              36    12/94   1,706,886     97%
Cass Towne        Cartersville, GA        10    12/94     325,820    100%
Warsaw            Warsaw, VA              56    12/94   3,324,766    100%
Royston           Royston, GA             25    12/94     935,906    100%
Red Bud           Mokane, MO               8    12/94     301,117    100%
Cardinal          Mountain Home, AR       32    12/94     509,809     91%
Parsons           Parsons, KS             38    12/94   1,344,835    100%
                                        ----          -----------
                                         361           15,296,584
                                       ====           ===========




An average effective rental per unit is $3,882 per year ($323 per month).

 Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1999, 1998 and 1997
is as follows:
                                 12/31/99
                         SERIES 7           SERIES 8         SERIES 9
Land                           $  1,619,533      $1,978,810     $1,099,659
Land Improvements                   168,279         425,856        178,022
Buildings                        41,891,396      43,313,983     23,585,182
Furniture and Fixtures            1,654,537       1,591,115        962,595
                                -----------   -------------    -----------
Properties, at Cost              45,333,745      47,309,764     25,825,458
Less: Accum.Depreciation         10,191,396      10,000,399      4,837,043
                                -----------   -------------   ------------
Properties, Net                $ 35,142,349     $37,198,365    $20,988,415


                         SERIES 10          SERIES 11        TOTAL
Land                               $648,625      $  599,197      $5,945,824
Land Improvements                    59,331               0         831,488
Buildings                        16,293,622      14,273,888     139,358,071
Furniture and Fixtures              498,951         423,500       5,130,698
                               ------------   -------------    ------------
Properties, at Cost              17,500,529      15,296,585     151,266,081
Less: Accum.Depreciation          2,735,822       2,218,007      30,093,667
                              -------------   -------------    ------------
Properties, Net                 $14,764,707     $13,078,578    $121,172,414

                                 12/31/98
                         SERIES 7           SERIES 8         SERIES 9
Land                           $  1,615,119  $    1,978,810    $ 1,099,659
Land Improvements                    80,236         425,076        178,022
Buildings                        41,955,360      43,302,724     23,565,995
Furniture and Fixtures            1,604,319       1,547,616        950,216
                                -----------  --------------    -----------
Properties, at Cost              45,255,034      47,254,226     25,793,892
Less: Accum.Depreciation          8,688,650       8,013,045      3,996,265
                                -----------  --------------   ------------
Properties, Net                $ 36,566,384 $    39,241,181   $ 21,797,627


                         SERIES 10          SERIES 11        TOTAL
Land                               $648,625    $    599,197       5,941,410
Land Improvements                    59,331               0         742,665
Buildings                        16,293,622      14,225,668     139,343,369
Furniture and Fixtures              477,090         448,900       5,028,141
                               ------------  --------------    ------------
Properties, at Cost              17,478,668      15,273,765     151,055,585
Less: Accum.Depreciation          2,238,601       1,745,396      24,681,957
                              -------------  --------------    ------------
Properties, Net                 $15,240,067    $ 13,528,369    $126,373,628
                              -------------  --------------    ------------


                                 12/31/97
                         SERIES 7           SERIES 8         SERIES 9
Land                            $ 1,615,119     $ 1,978,810     $ 1,099,659
Land Improvements                    78,933         425,076         178,022
Buildings                        41,938,629      43,289,922      23,558,060
Furniture and Fixtures            1,593,970       1,517,796         916,152
                                -----------     -----------     -----------
Properties, at Cost              45,226,651     $47,211,604     $25,751,893
Less: Accum.Depreciation          7,267,152       6,410,571       3,111,495
                                -----------     -----------     -----------
Properties, Net                 $37,959,499     $40,801,033     $22,640,398
                                ===========     ===========     ===========


                         SERIES 10          SERIES 11        TOTAL
Land                            $   648,625     $   599,197    $  5,941,410
Land Improvements                    58,185               0         740,216
Buildings                        16,279,503      14,270,891     139,337,005
Furniture and Fixtures              453,895         361,272       4,843,085
                                -----------     -----------    ------------
Properties, at Cost             $17,440,208     $15,231,360    $150,861,716
Less: Accum.Depreciation          1,734,926       1,240,103      19,764,247
                                -----------     -----------    ------------
Properties, Net                 $15,705,282     $13,991,257    $131,097,469
                                ===========     ===========    ============


Item 3.  Legal Proceedings

  Gateway is not a party to any material pending legal proceedings.

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

   As  of  March 31, 2000, no matters were submitted to a vote of  security
holders, through the solicitation of proxies or otherwise.

                          PART II

Item 5.  Market for the Registrant's Securities and Related Security Holder
Matters

       (a)   Gateway's  Limited  Partnership  interests  are  not  publicly
       traded.   There  is  no  market  for Gateway's  Limited  Partnership
       interests  and it is unlikely that any will develop.   No  transfers
       of  Limited  Partnership Interests are permitted without  the  prior
       written  consent of the Managing General Partner.  There  have  been
       several  transfers  from  inception to date  with  most  being  from
       individuals to their trusts or heirs.  The Managing General  Partner
       is  not  aware of the price at which Limited Partnership  units  are
       transferred.   The criteria for and the details regarding  transfers
       are  found  on  pages  A-28  and A-29  of  the  Limited  Partnership
       Agreement  under ARTICLE XII under the caption "Transfers of  Units"
       found in the Prospectus, which is incorporated herein by reference.

      There  have  been no distributions to Limited Partner investors  from
inception to date.

       (b)  Approximate Number of Equity Security Holders:

                                   Number of Holders
Title of Class                     as of March 31, 2000
Limited Partner Interest                     2,266
General Partner Interest                       2

Item 6.  Selected Financial Data
FOR THE YEARS ENDED MARCH 31,
  SERIES 7       2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $   43,650  $  43,550    $   44,592   $   43,466  $   54,373

Net Loss         (555,736)  (812,428)   (1,010,863)  (1,026,918  (1,014,650)
Equity in
Losses of
Project
Partnerships     (471,721)  (718,721)     (909,991)    (936,184)   (936,257)

Total Assets    2,972,199  3,481,841     4,255,853    5,218,302   6,203,282

Investments
In Project
Partnerships    2,237,728  2,749,505     3,517,852    4,483,546   5,464,982

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        161.40     161.40        161.50       160.60      153.40
Portfolio
   Income           11.50      11.20         10.30         9.80        9.60
Passive Loss      (117.20)   (112.50)      (117.30)     (113.20)    (121.90)

Net Loss           (52.93)    (77.37)       (96.27)      (97.81)     (96.63)


FOR THE YEARS ENDED MARCH 31,
  SERIES 8       2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $   45,674  $   45,764   $   46,987   $   48,637  $   46,431

Net Loss       (1,247,292) (1,055,240)  (1,060,938)  (1,089,189) (1,201,546)

Equity in
Losses of
Project
Partnerships   (1,158,932)   (960,106)    (963,455)    (999,833) (1,110,855)

Total Assets    2,238,666   3,435,008    4,446,829    5,451,625   6,480,200

Investments
In Project
Partnerships    1,423,188   2,612,574    3,608,229    4,614,122   5,658,160

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        160.80      160.80       160.80       159.20      143.80
Portfolio
   Income           10.70       10.60        10.60         8.90        8.00
Passive Loss      (133.70)    (137.00)     (130.60)     (138.30)    (131.60)
Net Loss          (124.10)    (104.99)     (105.56)     (108.37)    (119.55)


FOR THE YEARS ENDED MARCH 31,
  SERIES 9       2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $   25,243 $   24,872  $   25,209   $   25,848  $   29,092

Net Loss         (547,924)  (570,231)   (512,506)    (557,202)   (504,713)
Equity in
Losses of
Project
Partnerships     (496,765)  (517,316)   (459,629)    (506,807)   (458,221)

Total Assets    2,774,157  3,289,179   3,830,465    4,307,579   4,824,662

Investments
In Project
Partnerships    2,303,872  2,818,653   3,363,377    3,848,367   4,397,301

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        153.40     153.40      153.40       153.30      143.10
Portfolio
   Income           10.40      10.10        9.10         8.10        8.50
Passive Loss      (124.90)   (106.70)    (100.80)     (108.70)    (102.70)

Net Loss           (86.74)    (90.27)     (81.13)      (88.20)     (79.90)


FOR THE YEARS ENDED MARCH 31,
  SERIES 10      2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $   24,705 $   24.421  $   24,885   $   24,953  $   27,591

Net Loss         (328,409)  (264,781)   (224,779)    (214,923)   (189,034)

Equity in
Losses of
Project
Partnerships     (299,182)  (237,276)  (195,183)     (190,191)   (167,857)

Total Assets    3,202,510  3,523,986  3,784,494     4,006,856   4,203,400

Investments
In Project
Partnerships    2,764,397  3,086,492  3,352,669     3,571,518   3,788,041

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        149.60     149.60     149.60        149.60      139.10
Portfolio
   Income           11.30      11.10       9.70          8.88        8.80
Passive Loss      (103.70)    (89.60)    (82.30)       (79.00)     (79.80)

Net Loss           (64.47)    (51.98)    (44.13)       (42.19)     (37.11)



FOR THE YEARS ENDED MARCH 31,
  SERIES 11      2000        1999        1998       1997         1996
                 ----        ----        ----       ----         ----
Total
Revenues       $   27,431 $   27,001  $   26,502   $   30,465  $   69,130

Net Loss         (164,613)  (152,545)   (183,183)    (196,029)   (108,465)

Equity in
Losses of
Project
Partnerships     (143,181)  (128,802)   (163,364)    (182,485)   (134,308)

Total Assets    3,998,687  4,163,711   4,314,491    4,487,039   4,962,767

Investments
In Project
Partnerships    3,534,837  3,701,295   3,861,731    4,070,301   4,340,316

Per Weighted
Average
Limited
Partnership
Unit: (A)

Tax Credits        145.70     145.70      146.20       57.50        32.70
Portfolio
   Income           10.20      10.80        9.50       11.00        20.70
Passive Loss       (51.10)    (51.20)     (58.40)     (57.50)      (37.60)

Net Loss           (31.79)    (29.46)     (35.37)     (37.85)      (20.94)

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

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

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

Results of Operations, Liquidity and Capital Resources

    Operations  commenced  on July 16, 1992 with  the  first  admission  of
Limited Partners in Series 7.  The proceeds from Limited Partner investors'
capital   contributions  available  for  investment  are  used  to  acquire
interests in Project Partnerships.

    As disclosed on the statement of operations for each Series, except  as
described  below, interest income is comparable for the years  ended  March
31,  2000,  March 31, 1999 and March 31, 1998.  General and  Administrative
expenses - General Partner and General and Administrative expenses -  Other
for  the  year  ended March 31, 2000 are comparable to March 31,  1999  and
March 31, 1998.

    The  capital  resources  of each Series are used  to  pay  General  and
Administrative   operating  costs  including  personnel,   supplies,   data
processing,   travel   and  legal  and  accounting  associated   with   the
administration and monitoring of Gateway and the Project Partnerships.  The
capital  resources are also used to pay the Asset Management  Fee  due  the
Managing  General Partner, but only to the extent that Gateway's  remaining
resources are sufficient to fund Gateway's ongoing needs.  (Payment of  any
Asset Management Fee unpaid at the time Gateway sells its interests in  the
Project  Partnerships  is subordinated to the investors'  return  of  their
original capital contribution.)

   The sources of funds to pay the operating costs of each Series are short-
term investments and interest earned thereon, the maturity of U.S. Treasury
Security Strips ("Zero Coupon Treasuries") which were purchased with  funds
set  aside  for this purpose, and cash distributed to the Series  from  the
operations of the Project Partnerships.

    Series  7  -  Gateway  closed this series on  October  16,  1992  after
receiving $10,395,000 from 635 Limited Partner investors.  As of March  31,
2000, the series had invested $7,732,089 in 39 Project Partnerships located
in  14  states containing 1,195 apartment units.  Average occupancy of  the
Project Partnerships was 96% at December 31, 1999.

   The Equity in Losses of Project Partnerships decreased from $718,721 for
the year ended March 31, 1999 to $471,721 for the year ended March 31, 2000
as  a  result  of not including losses of $396,875, as these  losses  would
reduce the investment in certain Project Partnerships below zero. Equity in
losses  of  Project  Partnerships for the year  ended  March  31,  1999  of
$718,721 were comparable to the Equity in losses of Project Partnerships of
$909,991  for the year ended March 31, 1998.  In general, it is  common  in
the  real  estate  industry  to experience losses  for  financial  and  tax
reporting  purposes  because of the non-cash expenses of  depreciation  and
amortization.   (These  Project  Partnerships  reported  depreciation   and
amortization of $1,573,077, $1,525,659 and $1,502,758 for the periods ended
December  31, 1997, 1998 and 1999, respectively.)  As a result,  management
expects  that  this  Series, as well as the Series  described  below,  will
report  its equity in Project Partnerships as a loss for tax and  financial
reporting  purposes.  Overall management believes the Project  Partnerships
are  operating  as  expected  and are generating  tax  credits  which  meet
projections.  However,  one  Project  Partnership  experienced  significant
operating problems worth noting.

    At  March  31, 2000, the Series had $324,156 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $410,315  in  Zero  Coupon
Treasuries  with  annual maturities providing $57,000 in fiscal  year  2000
increasing to $86,000 in fiscal year 2008.  Management believes the sources
of funds are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.

    As  disclosed on the statement of cash flows, the Series had a net loss
of  $555,736 for the year ending March 31, 2000.  However, after  adjusting
for Equity in Losses of Project Partnerships of $471,721 and the changes in
operating assets and liabilities, net cash used in operating activities was
$42,376 of which $44,219 was the Asset Management Fee actually paid.   Cash
provided  by investing activities totaled $67,219 consisting of $33,446  in
cash  distributions from the Project Partnerships and $33,773 from  matured
Zero  Coupon  Treasuries.   There  were no  unusual  events  or  trends  to
describe.

   A  Project  Partnership  located  in  Elk  Point,  SD  experienced  cash
shortages from operations in 1998 due to low occupancy.  However,  in  1999
occupancy rates increased to an average of 96%, which resulted in  positive
cash flows for the year.  The partnership has shown marked improvement  and
is  no  longer  considered  a  problem.  Management  does  not  expect  any
materially adverse effect to Gateway from this Project Partnership.

   A  Project  Partnership  located  in  Bloomfield,  NE  experienced  cash
shortages from operations in 1998 due to low occupancy.  The project had  a
rent increase of $15 per unit as of January 1999.  In addition, the average
occupancy rate increased from 81% in 1998 to 86% in 1999, which resulted in
positive  cash flows for the year.  The local general partner continues  to
actively market the development.  Management does not expect any materially
adverse effect to Gateway from this Project Partnership.

    Series  8 - Gateway closed this Series on June 28, 1993 after receiving
$9,980,000 from 664 Limited Partner investors.  As of March 31,  2000,  the
series  had  invested $7,586,105 in 43 Project Partnerships located  in  18
states  containing 1,207 apartment units.  Average occupancy of the Project
Partnerships was 95% at December 31, 1999.

    Equity  in Losses of Project Partnerships were comparable for the  year
ended March 31, 1998 and for the year ended March 31, 1999 and increased to
$1,158,932  for  the  year ended March 31, 2000.   In  1999,  four  Project
Partnerships had a change in Accounting Principle as a result  of  changing
its  method of depreciating buildings.  The effect of the change  increased
the  net loss of the Project Partnerships for the year ended March 31, 2000
by  approximately $492,000.  As presented in Note 2, Gateway's share of net
loss  increased  from $1,129,437 in 1998 to $1,588,675 in 1999.   Suspended
Losses  increased  from  $169,331 for the year  ended  March  31,  1999  to
$429,743 for the year ended March 31, 2000.  These losses would reduce  the
investment in Project Partnerships below zero.  (These Project Partnerships
reported  depreciation  and  amortization  of  $1,627,815,  $1,609,164  and
$2,101,828  for  the  periods  ended December  31,  1997,  1998  and  1999,
respectively.)   Overall management believes the Project  Partnerships  are
operating   as  expected  and  are  generating  tax  credits   which   meet
projections.

    At  March  31, 2000, the Series had $425,447 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $390,031  in  Zero  Coupon
Treasuries  with  annual maturities providing $54,000 in fiscal  year  2000
increasing to $82,000 in fiscal year 2008.  Management believes the sources
of funds are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.


    As  disclosed on the statement of cash flows, the Series had a net loss
of $1,247,292 for the year ending March 31, 2000.  However, after adjusting
for  Equity in Losses of Project Partnerships of $1,158,932 and the changes
in  operating assets and liabilities, net cash used in operating activities
was  $42,376  of which $44,219 was the Asset Management Fee actually  paid.
Cash provided by investing activities totaled $56,221 consisting of $24,159
received  in  cash distributions from the Project Partnerships and  $32,062
from  matured Zero Coupon Treasuries.  Management believes the  sources  of
funds  are sufficient to meet current and ongoing operating costs  for  the
foreseeable  future,  and to pay part of the Asset Management  Fee.   There
were no unusual events or trends to describe.

   A  Project  Partnership  located in Russellville,  KY  experienced  cash
shortages  from  operations in 1998 and 1999 due to  low  occupancies.  The
local general partner has funded the deficit by lending $16,400 in previous
years.   The cash shortage for 1999 was considerably less than in 1998  and
no  additional  funding  was needed in 1999.  However,  the  local  general
partner will continue to fund the operating deficits of the partnership  as
needed.   Management  does  not  expect any materially  adverse  effect  to
Gateway from this Project Partnership.

    Series  9  -  Gateway closed this Series on September  30,  1993  after
receiving  $6,254,000 from 406 Limited Partner investors.  As of March  31,
2000, the series had invested $4,914,116 in 24 Project Partnerships located
in  11  states  containing 624 apartment units.  Average occupancy  of  the
Project Partnerships was 94% at December 31, 1999.

    Equity in losses of Project Partnerships of $496,765 for the year ended
March  31,  2000 were comparable to $517,316 for the year ended  March  31,
1999  and  to  $459,629 for the year ended March 31, 1998.  (These  Project
Partnerships  reported depreciation and amortization of $901,709,  $887,635
and  $842,272  for  the  years ended December  31,  1997,  1998  and  1999,
respectively.)   Overall management believes the Project  Partnerships  are
operating   as  expected  and  are  generating  tax  credits   which   meet
projections.

    At  March  31, 2000, the Series had $209,964 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $260,321  in  Zero  Coupon
Treasuries  with  annual maturities providing $32,000 in fiscal  year  2000
increasing to $47,000 in fiscal year 2009.  Management believes the sources
of funds are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.

    As  disclosed on the statement of cash flows, the Series had a net loss
of  $547,924  for  the period ending March 31, 2000.  After  adjusting  for
Equity  in  Losses of Project Partnerships of $496,765 and the  changes  in
operating assets and liabilities, net cash used in operating activities was
$20,258 of which $18,828 was the Asset Management Fee actually paid.   Cash
provided  by  investing  activities totaled $34,604 consisting  of  $12,297
received  in  cash distributions from the Project Partnerships and  $22,307
from  matured Zero Coupon Treasuries.  Management believes the  sources  of
funds  are sufficient to meet current and ongoing operating costs  for  the
foreseeable  future,  and to pay part of the Asset Management  Fee.   There
were no unusual events or trends to describe.

    A  Project Partnership located in Pierre, SD experienced cash shortages
from operations in 1999 due to low occupancy as a result of a reduction  of
state  employees  and  the development of a 150-unit  manufactured  housing
subdivision.  The manufacturer offers houses for rent, rent to own, or  for
sale  with no down payment.  The general partner is actively marketing  the
project.   Management  does  not expect any materially  adverse  effect  to
Gateway from this Project Partnership.

    Series  10  -  Gateway  closed this Series on January  21,  1994  after
receiving  $5,043,000 from 325 Limited Partner investors.  As of March  31,
2000, the series had invested $3,914,672 in 15 Project Partnerships located
in  10  states  containing 409 apartment units.  Average occupancy  of  the
Project Partnerships was 95% at December 31, 1999.

       Equity  in losses of Project Partnerships of $299,182 for  the  year
ended  March 31, 2000 were comparable to $237,276 for the year ended  March
31, 1999 and to $195,183 for the year ended March 31, 1998.  (These Project
Partnerships  reported depreciation and amortization of $511,020,  $511,296
and  $502,179  for  the  years ended December  31,  1997,  1998,  and  1999
respectively.)   Overall management believes the Project  Partnerships  are
operating   as  expected  and  are  generating  tax  credits   which   meet
projections.

    At  March  31, 2000, the Series had $226,070 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $212,043  in  Zero  Coupon
Treasuries  with  annual maturities providing $25,000 in fiscal  year  2000
increasing to $40,000 in fiscal year 2010.  Management believes the sources
of funds are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.

    As disclosed on the statement of cash flows, the Series had net loss of
$328,409 for the year ending March 31, 2000.  After adjusting for Equity in
Losses  of  Project Partnerships of $299,182 and the changes  in  operating
assets  and liabilities, net cash used in operating activities was  $24,564
of which $28,392 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $34,068 consisting of $17,291 received  in
cash  distributions from the Project Partnerships and $16,777 from  matured
Zero  Coupon  Treasuries.  Management believes the  sources  of  funds  are
sufficient  to meet current and ongoing operating costs for the foreseeable
future, and to pay part of the Asset Management Fee.  There were no unusual
events or trends to describe.

   Series 11 - Gateway closed this Series on April 29, 1994 after receiving
$5,127,000 from 330 Limited investors.  As of March 31, 2000 the series had
invested  $4,128,042  in  12  Project  Partnerships  located  in  7  states
containing  361 apartments.  Average occupancy of the Project  Partnerships
was 95% at December 31, 1999.

    Equity in losses of Project Partnerships were comparable for the  years
ended  March 31, 1998, 1999 and 2000.  (These Project Partnerships reported
depreciation  and amortization of $506,631, $510,062 and $516,489  for  the
periods  ended  December  31,  1997, 1998 and  1999.)   Overall  management
believes  the  Project  Partnerships are  operating  as  expected  and  are
generating tax credits which meet projections.

    At  March  31, 2000, the Series had $230,874 of short-term  investments
(Cash  and  Cash  Equivalents).   It  also  had  $232,976  in  Zero  Coupon
Treasuries  with  annual maturities providing $26,000 in fiscal  year  1999
increasing to $44,000 in fiscal year 2010.  Management believes the sources
of funds are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.

    As disclosed on the statement of cash flows, the Series had net loss of
$164,613 for the year ending March 31, 2000.  After adjusting for Equity in
Losses  of  Project Partnerships of $143,181 and the changes  in  operating
assets  and liabilities, net cash used in operating activities was  $23,504
of which $29,914 was the Asset Management Fee actually paid.  Cash provided
by  investing activities totaled $31,354 consisting of $16,371 from matured
Zero  Coupon  Treasures  and $14,983 received in  cash  distributions  from
Project  Partnerships.   Management  believes  the  sources  of  funds  are
sufficient  to meet current and ongoing operating costs for the foreseeable
future, and to pay part of the Asset Management Fee.  There were no unusual
events or trends to describe.

Item 8.  Financial Statements and Supplementary Data

                INDEPENDENT AUDITOR'S REPORT


To the Partners of Gateway Tax Credit Fund III Ltd.

 We have audited the accompanying balance sheets of each of the five Series
(Series  7  through 11) constituting Gateway Tax Credit Fund  III  Ltd.  (a
Florida  Limited Partnership) as of March 31, 2000 and 1999 and the related
statements  of  operations, partners' equity (deficit), and cash  flows  of
each of the five Series for each of the periods presented.  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
underlying Project Partnerships owned by Gateway Tax Credit Fund  III  Ltd.
for  each  of the periods presented, the investments in which are  recorded
using   the  equity  method  of  accounting.   The  investments  in   these
partnerships  total the following as of March 31, 2000  and  1999  and  the
equity in their losses total for each of the periods indicated:

                  Assets                     Partnership Loss
                 March 31,                 Year Ended March 31,
                 ---------                 ---------------------
             2000        1999          2000        1999         1998
             ----        ----          ----        ----         ----

Series 7  $1,480,234   $1,861,653    $  357,271    $386,712     $536,596
Series 8     903,307    1,714,808       837,764     363,389      516,746
Series 9   1,326,409    1,369,649       173,999     137,114      128,053
Series 10  1,916,458    2,029,179        97,059      62,725       65,059
Series 11  2,953,738    3,123,469       148,088     130,338      148,066

Those  statements  were audited by other auditors whose reports  have  been
furnished  to  us, and our opinion, insofar as it relates  to  the  amounts
included  for such underlying partnerships, is based solely on the  reports
of the other auditors.

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

 In our opinion, based on our audits and the reports of other auditors, the
financial  statements  referred to above present fairly,  in  all  material
respects,  the  financial position of each of the  five  Series  (Series  7
through  11) constituting Gateway Tax Credit Fund III Ltd. as of March  31,
2000 and 1999, and the results of their operations and their cash flows for
each  of  the  periods  presented, in conformity  with  generally  accepted
accounting principles.

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

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


                                  /s/ Spence Marston, Bunch, Morris & Co.
                                  SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                  Certified Public Accountants

Clearwater, Florida
July 6, 2000

PART I - Financial Information
 Item 1.  Financial Statements
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999

SERIES 7                                           2000           1999
                                                   ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                        $  324,156    $  299,313
 Investments in Securities                            54,067        50,412
                                                 -----------   -----------
  Total Current Assets                               378,223       349,725

 Investments in Securities                           356,248       382,611
 Investments in Project Partnerships, Net          2,237,728     2,749,505
                                                 -----------   -----------
    Total Assets                                  $2,972,199    $3,481,841
                                                 ===========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                      $   54,468    $   52,109
                                                 -----------   -----------
  Total Current Liabilities                           54,468        52,109
                                                 -----------   -----------
Long-Term Liabilities:
 Payable to General Partners                         312,688       268,953
                                                 -----------   -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for
Series 11 at March 31, 2000 and 1999)              2,670,270     3,220,449
General Partners                                     (65,227)      (59,670)
                                                 -----------   -----------
  Total Partners' Equity                           2,605,043     3,160,779
                                                 -----------   -----------
    Total Liabilities and Partners' Equity        $2,972,199    $3,481,841
                                                 ===========   ===========



              See accompanying notes to financial statements.

                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999

SERIES 8                                              2000         1999
                                                      ----         ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                           $ 425,447   $  411,602
 Investments in Securities                              51,329       45,734
                                                    ----------   ----------
  Total Current Assets                                 476,776      457,336

 Investments in Securities                             338,702      365,098
 Investments in Project Partnerships, Net            1,423,188    2,612,574
                                                    ----------   ----------
    Total Assets                                    $2,238,666   $3,435,008
                                                    ==========  ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         $  45,318   $   42,668
                                                    ----------   ----------
  Total Current Liabilities                             45,318       42,668
                                                    ----------   ----------
Long-Term Liabilities:
 Payable to General Partners                           364,673      316,373
                                                    ----------   ----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
   5,043 for Series 10 and 5,127 for
   Series 11 at March 31, 2000 and 1999)             1,898,013    3,132,833
General Partners                                       (69,338)     (56,866)
                                                   -----------  -----------
  Total Partners' Equity                             1,828,675    3,075,967
                                                   -----------  -----------
    Total Liabilities and Partners' Equity           $2,238,666  $3,435,008
                                                   ===========  ===========

              See accompanying notes to financial statements.

                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999

SERIES 9                                             2000         1999
                                                     ----         ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                        $  209,964     $  195,618
 Investments in Securities                             30,560        29,663
                                                  -----------   -----------
  Total Current Assets                                240,524       225,281

 Investments in Securities                            229,761       245,245
 Investments in Project Partnerships, Net           2,303,872     2,818,653
                                                  -----------   -----------
    Total Assets                                   $2,774,157    $3,289,179
                                                  ===========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                       $   25,970    $   24,561
                                                  -----------   -----------
  Total Current Liabilities                            25,970        24,561
                                                  -----------   -----------
Long-Term Liabilities:
 Payable to General Partners                          214,521       183,028
                                                  -----------   -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for Series 11
at March  31, 2000 and 1999)                        2,563,166     3,105,611
General Partners                                      (29,500)      (24,021)
                                                  -----------   -----------
  Total Partners' Equity                            2,533,666     3,081,590
                                                  -----------   -----------
    Total Liabilities and Partners' Equity         $2,774,157    $3,289,179
                                                  ===========   ===========

              See accompanying notes to financial statements.

                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999

SERIES 10                                            2000          1999
                                                     ----          ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                            226,070    $  216,566
 Investments in Securities                             23,784        22,855
                                                  -----------   -----------
  Total Current Assets                                249,854       239,421

 Investments in Securities                            188,259       198,073
 Investments in Project Partnerships, Net           2,764,397     3,086,492
                                                  -----------   -----------
    Total Assets                                   $3,202,510    $3,523,986
                                                  ===========   ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                       $   29,116    $   28,101
                                                  -----------   -----------
    Total Current Liabilities                          29,116        28,101
                                                  -----------   -----------
Long-Term Liabilities:
 Payable to General Partners                           57,475        51,557
                                                  -----------   -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for
  Series 11 at March 31, 2000 and 1999)             3,128,940     3,454,065
General Partners                                      (13,021)       (9,737)
                                                  -----------   -----------
  Total Partners' Equity                            3,115,919     3,444,328
                                                  -----------   -----------
    Total Liabilities and Partners' Equity         $3,202,510    $3,523,986
                                                  ===========   ===========

              See accompanying notes to financial statements.

                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999

SERIES 11                                           2000           1999
                                                    ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                         $  230,874    $  223,024
 Investments in Securities                             24,571        22,713
                                                  -----------   -----------
  Total Current Assets                                255,445       245,737

 Investments in Securities                            208,405       216,679
 Investments in Project Partnerships, Net           3,534,837     3,701,295
                                                 ------------  ------------
    Total Assets                                   $3,998,687    $4,163,711
                                                 ============  ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        $  28,842    $   27,805
                                                  -----------   -----------
  Total Current Liabilities                            28,842        27,805
                                                  -----------   -----------
Long-Term Liabilities:
 Payable to General Partners                           19,190        20,638
                                                  -----------   -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
  5,043 for Series 10 and 5,127 for Series 11
at March 31, 2000 and 1999                          3,957,139     4,120,106
General Partners                                       (6,484)       (4,838)
                                                 ------------  ------------
  Total Partners' Equity                            3,950,655     4,115,268
                                                 ------------  ------------
    Total Liabilities and Partners' Equity         $3,998,687    $4,163,711
                                                 ============  ============

              See accompanying notes to financial statements.

                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                          MARCH 31, 2000 AND 1999

TOTAL SERIES 7 -11                                2000           1999
                                                  ----           ----
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $ 1,416,511    $ 1,346,123
 Investments in Securities                          184,311        171,377
                                               ------------   ------------
  Total Current Assets                            1,600,822      1,517,500

 Investments in Securities                        1,321,375      1,407,706
 Investments in Project Partnerships, Net        12,264,022     14,968,519
                                               ------------   ------------
    Total Assets                                $15,186,219    $17,893,725
                                               ============   ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $   183,714    $   175,244
                                                -----------    -----------
  Total Current Liabilities                         183,714        175,244
                                                -----------    -----------
Long-Term Liabilities:
 Payable to General Partners                        968,547        840,549
                                                -----------    -----------
Partners' Equity (deficit):
Limited Partners (10,395 units for Series 7,
9,980 for Series 8, 6,254 for Series 9,
5,043 for Series 10 and 5,127 for Series
11 at March 31, 2000 and 1999)                   14,217,528     17,033,063
General Partners                                   (183,570)      (155,131)
                                               ------------   ------------
  Total Partners' Equity                         14,033,958     16,877,932
                                               ------------   ------------
    Total Liabilities and Partners' Equity      $15,186,219    $17,893,725
                                               ============   ============

              See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,
SERIES 7                           2000           1999           1998
                                   ----           ----           ----
Revenues:
 Interest Income                   $  43,650    $    43,550    $    44,592
 Other Income                          7,586              0              0
                                 -----------    -----------    -----------
  Total Revenues                      51,236         43,550         44,592
                                 -----------    -----------    -----------
Expenses:
 Asset Management Fee-General
Partner                               87,952         88,207         88,433
 General and Administrative:
  General Partner                     14,609         13,177         14,380
  Other                               18,494         16,673         21,005
 Amortization                         14,196         19,200         21,646
                                 -----------    -----------   ------------
  Total Expenses                     135,251        137,257        145,464
                                 -----------    -----------   ------------
Loss Before Equity in Losses
 of Project Partnerships             (84,015)       (93,707)      (100,872)
Equity in Losses of Project
 Partnerships                       (471,721)      (718,721)      (909,991)
                                ------------   ------------   ------------
Net Loss                         $  (555,736)   $  (812,428)   $(1,010,863)
                                ============   ============   ============
Allocation of Net Loss:
 Assignees                       $  (550,179)   $  (804,304)   $(1,000,754)
 General Partners                     (5,557)        (8,124)       (10,109)
                                ------------   ------------   ------------
                                 $  (555,736)   $  (812,428)   $(1,010,863)
                                ============   ============   ============
Net Loss Per Beneficial
Assignee Certificate             $    (52.93)   $    (77.37)   $    (96.27)
Number of Beneficial Assignee   ============   ============   ============
Certificates Outstanding              10,395         10,395         10,395
                                ============   ============   ============



              See accompanying notes to financial statements.



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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,
SERIES 8                           2000           1999           1998
                                   ----           ----           ----
Revenues:
 Interest Income                   $  45,674     $   45,764     $    46,987
 Other Income                          2,760              0               0
                                 -----------     ----------     -----------
  Total Revenues                      48,434         45,764          46,987
                                 -----------     ----------     -----------
Expenses:
 Asset Management Fee-General
Partner                               91,655         91,933          92,191
 General and Administrative:
  General Partner                     16,108         14,528          15,855
  Other                               19,976         18,371          21,722
 Amortization                          9,055         16,066          14,702
                                 -----------    -----------    ------------
  Total Expenses                     136,794        140,898         144,470
                                 -----------    -----------    ------------
Loss Before Equity in Losses
 of Project Partnerships             (88,360)       (95,134)        (97,483)
Equity in Losses of Project
 Partnerships                     (1,158,932)      (960,106)       (963,455)
                                 -----------    -----------    ------------
Net Loss                         $(1,247,292)   $(1,055,240)    $(1,060,938)
                                 ===========    ===========    ============
Allocation of Net Loss:
 Assignees                       $(1,234,819)   $(1,044,688)    $(1,050,329)
 General Partners                    (12,473)       (10,552)        (10,609)
                                 -----------    -----------    ------------
                                 $(1,247,292)   $(1,055,240)    $(1,060,938)
                                 ===========    ===========    ============
Net Loss Per Beneficial
Assignee Certificate             $   (124.10)   $   (104.99)    $   (105.56)
Number of Beneficial Assignee    ===========    ===========    ============
Certificates Outstanding               9,950          9,950           9,950
                                 ===========    ===========    ============


              See accompanying notes to financial statements.



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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

SERIES 9                           2000             1999           1998
                                   ----             ----           ----
Revenues:
 Interest Income                   $   25,243     $    24,872    $    25,209
 Other Income                               0               0              0
                                  -----------      ----------    -----------
  Total Revenues                       25,243          24,872         25,209
                                  -----------      ----------    -----------
Expenses:
 Asset Management Fee-General
Partner                                50,319          50,458         50,592
 General and Administrative:
  General Partner                       8,991           8,109          8,849
  Other                                11,373          10,618         12,575
 Amortization                           5,719           8,602          6,070
                                  -----------      ----------   ------------
  Total Expenses                       76,402          77,787         78,086
                                  -----------      ----------   ------------
Loss Before Equity in Losses
 of Project Partnerships              (51,159)        (52,915)       (52,877)
Equity in Losses of Project
 Partnerships                        (496,765)       (517,316)      (459,629)
                                  ----------       ----------    -----------
Net Loss                          $  (547,924)      $(570,231)    $ (512,506)
                                  ===========       ==========    ===========
Allocation of Net Loss:
 Assignees                        $  (542,445)      $(564,529)    $ (507,381)
 General Partners                      (5,479)         (5,702)        (5,125)
                                  -----------       ----------    -----------
                                  $  (547,924)      $(570,231)    $ (512,506)
                                  ===========      ==========    ===========
Net Loss Per Beneficial
Assignee Certificate              $    (86.74)      $  (90.27)    $   (81.13)
Number of Beneficial Assignee    ============      ==========    ===========
Certificates Outstanding                6,254          6,254          6,254
                                 ============      ==========    ===========


              See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

SERIES 10                          2000             1999           1998
                                   ----             ----           ----
Revenues:
 Interest Income                   $   24,705     $    24,421     $   24,885
 Other Income                               0               0              0
                                  -----------      ----------    -----------
  Total Revenues                       24,705          24,421         24,885
                                  -----------      ----------    -----------
Expenses:
 Asset Management Fee-General
Partner                                34,309          34,427         34,101
 General and Administrative:
  General Partner                       5,619           5,068          5,531
  Other                                 8,382           7,500          9,031
 Amortization                           5,622           4,931          5,818
                                   ----------      ----------    -----------
  Total Expenses                       53,932          51,926         54,481
                                   ----------      ----------    -----------
Loss Before Equity in Losses
 of Project Partnerships              (29,227)        (27,505)       (29,596)
Equity in Losses of Project
 Partnerships                        (299,182)       (237,276)      (195,183)
                                   ----------      ----------    -----------
Net Loss                            $(328,409)      $(264,781)    $ (224,779)
                                   ==========      ==========    ===========
Allocation of Net Loss:
 Assignees                          $(325,125)      $(262,133)    $ (222,531)
 General Partners                      (3,284)         (2,648)        (2,248)
                                   ----------      ----------    -----------
                                    $(328,409)      $(264,781)    $ (224,779)
                                   ==========      ==========    ===========
Net Loss Per Beneficial
Assignee Certificate                $  (64.47)      $  (51.98)    $   (44.13)
Number of Beneficial Assignee      ==========      ==========    ===========
Certificates Outstanding                5,043           5,043          5,043
                                   ==========      ==========    ===========


              See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

SERIES 11                          2000             1999           1998
                                   ----             ----           ----
Revenues:
 Interest Income                   $   27,431     $    27,001    $    26,502
 Other Income                               0               0              0
                                  -----------     -----------    -----------
  Total Revenues                       27,431          27,001         26,502
                                  -----------     -----------    -----------
Expenses:
 Asset Management Fee-General
Partner                                28,465          27,721         27,281
 General and Administrative:
  General Partner                       4,495           4,054          4,424
  Other                                 7,609           7,007          8,124
 Amortization                           8,294          11,962          6,492
                                  -----------     -----------    -----------
  Total Expenses                       48,863          50,744         46,321
                                  -----------     -----------    -----------

Loss Before Equity in Losses
 of Project Partnerships              (21,432)        (23,743)       (19,819)
Equity in Losses of Project
 Partnerships                        (143,181)       (128,802)      (163,364)
                                   ----------      ----------    -----------
Net Loss                            $(164,613)      $(152,545)    $ (183,183)
                                   ==========      ==========    ===========
Allocation of Net Loss:
 Assignees                          $(162,967)      $(151,020)    $ (181,351)
 General Partners                      (1,646)         (1,525)        (1,832)
                                   ----------      ----------    -----------
                                    $(164,613)      $(152,545)    $ (183,183)
                                   ==========      ==========    ===========
Net Loss Per Beneficial
Assignee Certificate                $  (31.79)      $  (29.46)    $   (35.37)
Number of Beneficial Assignee      ==========      ==========    ===========
Certificates Outstanding                5,127           5,127          5,127
                                   ==========      ==========    ===========



              See accompanying notes to financial statements.

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

                         STATEMENTS OF OPERATIONS
                       FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 7 - 11                2000             1999          1998
                                   ----             ----          ----
Revenues:
 Interest Income                   $  166,703      $  165,608    $  168,175
 Other Income                          10,346               0             0
                                  -----------     -----------   -----------
  Total Revenues                      177,049         165,608       168,175
                                  -----------     -----------   -----------
Expenses:
 Asset Management Fee-General
Partner                               292,700         292,746       292,598
 General and Administrative:
  General Partner                      49,822          44,936        49,039
  Other                                65,834          60,169        72,457
 Amortization                          42,886          60,761        54,728
                                 ------------    ------------   -----------
  Total Expenses                      451,242         458,612       468,822
                                 ------------    ------------   -----------
Loss Before Equity in Losses
 of Project Partnerships             (274,193)       (293,004)     (300,647)
Equity in Losses of Project
 Partnerships                      (2,569,781)     (2,562,221)   (2,691,622)
                                -------------   -------------  ------------
Net Loss                         $ (2,843,974)   $ (2,855,225)  $(2,992,269)
                                =============   =============  ============
Allocation of Net Loss:
 Assignees                       $ (2,815,535)   $ (2,826,674)  $(2,962,346)
 General Partners                     (28,439)        (28,551)      (29,923)
                                -------------   -------------  ------------
                                 $ (2,843,974)   $ (2,855,225)  $(2,992,269)
                                =============   =============  ============

              See accompanying notes to financial statements.

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

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



                                Limited         General
SERIES 7                        Partners        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $ 5,025,507    $   (41,437)     $ 4,984,070

Net Loss                         (1,000,754)       (10,109)      (1,010,863)
                               ------------    ------------    ------------

Balance at March 31, 1998         4,024,753        (51,546)       3,973,207

Net Loss                           (804,304)        (8,124)        (812,428)
                               ------------    ------------    ------------

Balance at March 31, 1999         3,220,449        (59,670)       3,160,779

Net Loss                           (550,179)        (5,557)        (555,736)
                               ------------    ------------    ------------

Balance at March 31, 2000       $ 2,670,270    $   (65,227)     $ 2,605,043
                              =============    ============    ============


      See accompanying notes to financial statements.

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

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



                                Limited         General
SERIES 8                        Partners        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997        $ 5,227,849   $   (35,704)     $ 5,192,145

Net Loss                          (1,050,329)      (10,609)      (1,060,938)
                               ------------    ------------    ------------

Balance at March 31, 1998         4,177,520        (46,313)       4,131,207

Net Loss                         (1,044,688)       (10,552)      (1,055,240)
                               ------------    ------------    ------------

Balance at March 31, 1999         3,132,832        (56,865)       3,075,967

Net Loss                         (1,234,819)       (12,473)      (1,247,292)
                               ------------    ------------     -----------

Balance at March 31, 2000       $ 1,898,013    $   (69,338)     $ 1,828,675
                               ============    ============    ============


      See accompanying notes to financial statements.

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

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



                                Limited         General
SERIES 9                        Partners        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $ 4,177,521    $   (13,194)     $ 4,164,327

Net Loss                           (507,381)        (5,125)        (512,506)
                               ------------    ------------    ------------

Balance at March 31, 1998         3,670,140        (18,319)       3,651,821

Net Loss                           (564,529)        (5,702)        (570,231)
                               ------------    ------------    ------------

Balance at March 31, 1999         3,105,611        (24,021)       3,081,590

Net Loss                           (542,445)        (5,479)        (547,924)
                               ------------   -------------    ------------

Balance at March 31, 2000       $ 2,563,166    $   (29,500)     $ 2,533,666
                               ============   =============    ============


      See accompanying notes to financial statements.

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

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



                                Limited         General
SERIES 10                       Partners        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $ 3,938,729    $    (4,841)     $ 3,933,888

Net Loss                           (222,531)        (2,248)        (224,779)
                               ------------    ------------    ------------

Balance at March 31, 1998         3,716,198         (7,089)       3,709,109

Net Loss                           (262,133)        (2,648)        (264,781)
                               ------------    ------------    ------------

Balance at March 31, 1999         3,454,065         (9,737)       3,444,328

Net Loss                           (325,125)        (3,284)        (328,409)
                               ------------    ------------    ------------

Balance at March 31, 2000       $ 3,128,940    $   (13,021)    $  3,115,919
                               ============    ============    ============


      See accompanying notes to financial statements.

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

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



                                Limited         General
SERIES 11                       Partners        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997       $ 4,452,477    $    (1,481)     $ 4,450,996

Net Loss                           (181,351)        (1,832)        (183,183)
                               ------------    ------------    ------------

Balance at March 31, 1998         4,271,126         (3,313)       4,267,813

Net Loss                           (151,020)        (1,525)        (152,545)
                               ------------    ------------    ------------

Balance at March 31, 1999         4,120,106         (4,838)       4,115,268

Net Loss                           (162,967)        (1,646)        (164,613)
                               ------------    ------------    ------------

Balance at March 31, 2000       $ 3,957,139    $    (6,484)     $ 3,950,655
                               ============    ============    ============



      See accompanying notes to financial statements.

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

                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:



                                Limited         General
TOTAL SERIES 7 - 11             Partners        Partners         Total
                               ---------        --------         -----


Balance at March 31, 1997      $ 22,822,083    $   (96,657)    $ 22,725,426

Net Loss                         (2,962,346)       (29,923)      (2,992,269)
                               ------------    ------------    ------------

Balance at March 31, 1998        19,859,737       (126,580)      19,733,157

Net Loss                         (2,826,674)       (28,551)      (2,855,225)
                               ------------    ------------    ------------

Balance at March 31, 1999        17,033,063       (155,131)      16,877,932

Net Loss                         (2,815,535)       (28,439)      (2,843,974)
                               ------------    ------------    ------------

Balance at March 31, 2000      $ 14,217,528    $  (183,570)    $ 14,033,958
                               ============    ============    ============


      See accompanying notes to financial statements.


                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 7                               2000          1999          1998
--------                               ----          ----          ----
Cash Flows from Operating
Activities:
  Net Loss                           $ (555,736)   $ (812,428)  $(1,010,863)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
   Amortization                          14,196        19,200        21,646
   Accreted Interest Income on
   Investments in Securities            (30,291)      (31,130)      (32,118)
   Equity in Losses of Project
   Partnerships                         471,721       718,721       909,991
   Interest Income from
   Redemption of Securities              19,227        15,558        11,911
   Distributions Included in
   Other Income                          (7,586)            0             0
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                     46,093        38,417        48,413
                                     ----------    ----------   -----------
     Net Cash Used in Operating
     Activities                         (42,376)      (51,662)      (51,020)
                                     ----------    ----------   -----------
Cash Flows from Investing
Activities:
 Distributions Received from
 Project Partnerships                    33,446        30,427        34,057
 Redemption of Investment in
 Securities                              33,773        34,442        35,089
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities                67,219        64,869        69,146
                                    -----------   -----------   -----------

Increase in Cash and
  Cash Equivalents                       24,843        13,207        18,126
Cash and Cash Equivalents at
Beginning of Year                       299,313       286,106       267,980
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                          $  324,156    $  299,313    $  286,106
                                     ==========   ===========   ===========

              See accompanying notes to financial statements.

<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 8                               2000          1999          1998
--------                               ----          ----          ----
Cash Flows from Operating
Activities:
  Net Loss                         $(1,247,292)  $(1,055,240)  $(1,060,938)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
   Amortization                          9,055        16,066        14,702
   Accreted Interest Income on
   Investments in Securities           (27,199)      (27,959)      (28,861)
   Equity in Losses of Project
   Partnerships                      1,158,932       960,106       963,455
   Interest Income from
   Redemption of Securities             15,938        12,705         9,582
   Distributions Included in
   Other Income                         (2,760)            0             0
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                    50,950        43,419        56,142
                                     ----------    ----------   -----------
     Net Cash Used in Operating
     Activities                        (42,376)      (50,903)      (45,918)
                                     ----------    ----------   -----------
Cash Flows from Investing
Activities:
  Decrease in Receivable
  from Project Partnerships                  0             0           453
  Distributions Received from
  Project Partnerships                  24,159        19,483        27,736
  Redemption of Investment in
  Securities                            32,062        32,295        32,418
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               56,221        51,778        60,607
                                    -----------   -----------   -----------

Increase in Cash and
  Cash Equivalents                      13,845           875        14,689
Cash and Cash Equivalents at
Beginning of Year                      411,602       410,727       396,038
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                         $  425,447    $  411,602    $  410,727
                                    ===========   ===========   ===========


              See accompanying notes to financial statements.

<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 9                               2000          1999          1998
--------                               ----          ----          ----
Cash Flows from Operating
Activities:
  Net Loss                          $ (547,924)   $ (570,231)   $ (512,506)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
   Amortization                          5,719         8,602         6,070
   Accreted Interest Income on
   Investments in Securities           (16,413)      (16,924)      (17,585)
   Equity in Losses of Project
   Partnerships                        496,765       517,316       459,629
   Interest Income from
   Redemption of Securities              8,693         6,769         5,203
   Distributions Include in
   Other Income                              0             0             0
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                    32,902        28,946        35,392
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (20,258)      (25,522)      (23,797)
                                    -----------   -----------   -----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  12,297        18,805        19,291
  Redemption of Investment in
  Securities                            22,307        22,231        22,797
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               34,604        41,036        42,088
                                    -----------    ----------   -----------

Increase in Cash and
  Cash Equivalents                      14,346        15,514        18,291
Cash and Cash Equivalents at
Beginning of Year                      195,618       180,104       161,813
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                         $  209,964    $  195,618    $  180,104
                                    ===========   ===========   ===========

              See accompanying notes to financial statements.

<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 10                              2000          1999          1998
--------                               ----          ----          ----
Cash Flows from Operating
Activities:
  Net Loss                         $  (328,409)   $ (264,781)   $ (224,779)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
   Amortization                          5,622         4,931         5,818
   Accreted Interest Income on
   Investments in Securities           (15,114)      (15,540)      (15,796)
   Equity in Losses of Project
   Partnerships                        299,182       237,276       195,183
   Interest Income from
   Redemption of Securities              7,223         6,057         4,355
   Distributions Included in
   Other Income                              0             0             0
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                     6,932         4,273        10,130
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (24,564)      (27,784)      (25,089)
                                    -----------   -----------   -----------
Cash Flows from Investing
Activities:
  Distributions Received from
  Project Partnerships                  17,291        23,972        17,848
  Decrease in Payable -
   Project Partnerships                      0             0        (7,712)
  Redemption of Investment in
  Securities                            16,777        17,943        17,645
                                     ----------    ----------   -----------
     Net Cash Provided by
     Investing Activities               34,068        41,915        27,781
                                     ----------    ----------   -----------

Increase in Cash and
  Cash Equivalents                       9,504        14,131         2,692
Cash and Cash Equivalents at
Beginning of Year                      216,566       202,435       199,743
                                     ----------    ----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                          $ 226,070     $ 216,566    $  202,435
                                     ==========    ==========   ===========

              See accompanying notes to financial statements.

<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
SERIES 11                              2000          1999          1998
--------                               ----          ----          ----
Cash Flows from Operating
Activities:
  Net Loss                           $(164,613)  $  (152,545)   $ (183,183)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
   Amortization                          8,294        11,962         6,492
   Accreted Interest Income on
   Investments in Securities           (17,584)      (17,832)      (18,209)
   Equity in Losses of Project
   Partnerships                        143,181       128,802       163,364
   Interest Income from
   Redemption of Securities              7,629         6,127         4,426
   Distributions Include in
   Other Income                              0             0             0
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                      (411)         1,765        10,635
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                        (23,504)       (21,721)      (16,475)
                                   ------------  ------------   -----------
Cash Flows from Investing
Activities:
 Distributions Received from
 Project Partnerships                   14,983         19,674        38,714
 Redemption of Investment in
 Securities                             16,371         16,873        16,574
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities               31,354         36,547        55,288
                                    -----------   -----------   -----------
Increase in Cash and
  Cash Equivalents                       7,850         14,826        38,813
Cash and Cash Equivalents at
Beginning of Year                      223,024        208,198       169,385
                                    -----------   -----------   -----------
Cash   and  Cash  Equivalents   at
End of Year                         $  230,874     $  223,024    $  208,198
                                    ===========   ===========   ===========
              See accompanying notes to financial statements.

<PAGE>
                     GATEWAY TAX CREDIT FUND III LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998:
TOTAL SERIES 7 - 11                    2000          1999          1998
--------                               ----          ----          ----
Cash Flows from Operating
Activities:
  Net Loss                         $(2,843,974)  $(2,855,225)  $(2,992,269)
  Adjustments to Reconcile Net
  Loss to Net Cash Used in
  Operating Activities:
   Amortization                         42,886        60,761        54,728
   Accreted Interest Income on
   Investments in Securities          (106,601)     (109,385)     (112,569)
   Equity in Losses of Project
   Partnerships                      2,569,781     2,562,221     2,691,622
   Interest Income from
   Redemption of Securities             58,710        47,216        35,477
   Distributions Included in
   Other Income                        (10,346)            0             0
   Changes in Operating Assets
   and Liabilities:
    Increase in Payable to
    General Partners                   136,466       116,820       160,712
                                    -----------   -----------   -----------
     Net Cash Used in Operating
     Activities                       (153,078)     (177,592)     (162,299)
                                    -----------   -----------   -----------
Cash Flows from Investing
Activities:
  Decrease in Receivable from
   Project Partnerships                      0             0           453
  Distributions Received from
  Project Partnerships                 102,176       112,361       137,646
  Increase (Decrease) in Payable
   Project Partnerships                      0             0        (7,712)
  Redemption of Investment in
  Securities                           121,290       123,784       124,523
                                    -----------   -----------   -----------
     Net Cash Provided by
     Investing Activities              223,466       236,145       254,910
                                   -----------   -----------   -----------

Increase in Cash and                    70,388        58,553        92,611
  Cash Equivalents
Cash and Cash Equivalents at         1,346,123     1,287,570     1,194,959
Beginning of Year                   -----------   -----------   -----------

Cash   and  Cash  Equivalents at    $1,416,511    $1,346,123    $1,287,570
End of Year                         ===========   ===========   ===========


              See accompanying notes to financial statements.

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

                       NOTES TO FINANCIAL STATEMENTS

                      MARCH 31, 2000, 1999  AND 1998

NOTE 1 - ORGANIZATION:

   Gateway  Tax  Credit  Fund  III  Ltd.  ("Gateway"),  a  Florida  Limited
Partnership,  was  formed  October 17, 1991  under  the  laws  of  Florida.
Gateway  offered  its limited partnership interests in Series.   The  first
Series for Gateway is Series 7.  Operations commenced on July 16, 1992  for
Series  7,  January 4, 1993 for Series 8, September 30, 1993 for Series  9,
January  21,  1994 for Series 10 and April 29, 1994 for  Series  11.   Each
Series  invests,  as  a  limited  partner, in  other  limited  partnerships
("Project  Partnerships"),  each  of  which  owns  and  operates  apartment
complexes  eligible  for  Low-Income Housing Tax Credits  ("Tax  Credits"),
provided  for in Section 42 of the Internal Revenue Code of 1986.   Gateway
will terminate on December 31, 2040 or sooner, in accordance with the terms
of  the  Limited Partnership Agreement.  As of March 31, 1999, Gateway  had
received  capital  contributions of $1,000 from the  General  Partners  and
$36,799,000 from the investor Limited Partners.

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

   Gateway  received  capital  contributions  of  $10,395,000,  $9,980,000,
$6,254,000, $5,043,000 and $5,127,000 from the investor Limited Partners in
Series  7,  8, 9, 10 and 11, respectively.  Each Series will be treated  as
though it were a separate partnership, investing in a separate and distinct
pool  of  Project Partnerships.  Income or loss and all tax items from  the
Project Partnerships acquired by each Series will be specifically allocated
among the limited partners of such Series.

   Operating profits and losses, cash distributions from operations and Tax
Credits  from  each  Series  are generally allocated  99%  to  the  Limited
Partners in that Series and 1% to the General Partners.  Profit or loss and
cash  distributions from sales of property by each Series are allocated  as
formulated in the Limited Partnership Agreement.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

   Gateway  utilizes  an accrual basis of accounting whereby  revenues  are
recognized  as  earned and expenses are recognized as  obligations  are  in
curred.

   Gateway  accounts for its investments as the limited partner in  Project
Partnerships  ("Investments  in Project Partnerships"),  using  the  equity
method  of  accounting, because management believes that Gateway  does  not
have  a  majority control of the major operating and financial policies  of
the  Project  Partnerships in which it invests, and reports the  equity  in
losses  of  the Project Partnerships on a 3-month lag in the Statements  of
Operations.    Under  the  equity  method,  the  Investments   in   Project
Partnerships initially include:

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

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

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

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

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

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

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

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


Cash and Cash Equivalents

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

Concentrations of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

    Effective  April  1,  1994,  Gateway  adopted  Statement  of  Financial
Accounting  Standards No. 115, Accounting for Certain Investments  in  Debt
and  Equity Securities ("FAS 115").  Under FAS 115, Gateway is required  to
categorize  its debt securities as held-to-maturity, available-for-sale  or
trading  securities,  dependent  upon  Gateway's  intent  in  holding   the
securities.  Gateway's intent is to hold all of its debt securities (U.  S.
Treasury Security Strips) until maturity and to use these reserves to  fund
Gateway's ongoing operations.  Interest income is recognized ratably on the
U.S. Treasury Strips using the effective yield to maturity.

Offering and Commission Costs

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

Income Taxes

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

Change in Accounting Principles

    Four of the Project Partnerships changed their method of accounting for
depreciating  their  buildings  from the straight  line  to  the  declining
balance  method.   The effect of this change was reported as  a  cumulative
effect  of a Change in Accounting Principle.  The change increased the  net
losses reported by the Project Partnerships by $492,138.

Reclassifications

    For  comparability, the 1998 and 1999 figures have  been  reclassified,
where  appropriate,  to  conform with the financial statement  presentation
used in 2000.


NOTE 3 - INVESTMENT IN SECURITIES:

   The  March  31,  2000  Balance Sheet includes Investment  in  Securities
consisting  of U.S. Treasury Security Strips which represents  their  cost,
plus accreted interest income of $168,743 for Series 7, $145,919 for Series
8, $82,562 for Series 9, $71,651 for Series 10 and $81,026 for Series 11.


                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 7                  $  425,796         $  410,315          $   15,481
Series 8                     398,214            390,031               8,183
Series 9                     258,400            260,321             (1,921)
Series 10                    218,032            212,043               5,989
Series 11                    246,717            232,976              13,741


 As of March 31, 2000, the cost and accreted interest of debt securities by
contractual maturities is as follows:

                                  Series 7       Series 8       Series 9
                                  --------       --------       --------
Due with 1 year                     $  54,067      $  51,329      $  30,560
After 1 year through 5 years          208,954        195,438        118,882
After 5 years through 10 years        147,294        143,264        110,879
After 10 years                              0              0              0
                                    ---------      ---------      ---------
  Total Amount Carried on
Balance Sheet                       $ 410,315      $ 390,031      $ 260,321
                                    =========      =========      =========

                                 Series 10      Series 11        Total
                                  --------       --------       --------
Due with 1 year                     $  23,784      $  24,571     $  184,311
After 1 year through 5 years           88,377         97,396        709,047
After 5 years through 10 years         99,882        111,009        612,328
After 10 years                              0              0              0
                                    ---------      ---------      ---------
  Total Amount Carried on
Balance Sheet                      $ 212,043       $ 232,976     $1,505,686
                                   =========       =========      =========

NOTE 4 - RELATED PARTY TRANSACTIONS:

  The Payable to General Partners primarily represents the asset management
fees  owed  to  the  General Partners at the end  of  the  period.   It  is
unsecured,  due  on demand and, in accordance with the limited  partnership
agreement,  non-interest bearing.  Within the next 12 months, the  Managing
General  Partner does not intend to demand payment on the portion of  Asset
Management Fees payable classified as long-term on the Balance Sheet.

   The   Payable   to  Project  Partnerships  represents   unpaid   capital
contributions  to the Project Partnerships and will be paid  after  certain
performance  criteria are met.  Such contributions are in turn  payable  to
the general partners of the Project Partnerships.

  For the periods ended March 31, 2000, 1999, and 1998 the General Partners
and affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:

 Asset Management Fee - The Managing General Partner is entitled to receive
an  annual asset management fee equal to the greater of (i) $2,000 for each
limited  partnership in which Gateway invests, as adjusted by the  Consumer
Price  Index, or (ii) 0.275% of Gateway's gross proceeds from the  sale  of
limited  partnership interests.  In either event (i) or (ii),  the  maximum
amount  may  not  exceed  0.2%  of the aggregate  cost  (Gateway's  capital
contribution plus Gateway's share of the Properties' mortgage) of Gateway's
interest  in  properties  owned  by the Project  Partnerships.   The  asset
management  fee will be paid only after all other expenses of Gateway  have
been paid.  These fees are included in the Statement of Operations.


                         2000               1999                1998
                         ----               ----                ----
Series 7                    $ 87,952          $  88,207           $  88,433
Series 8                      91,655             91,933              92,191
Series 9                      50,319             50,458              50,592
Series 10                     34,309             34,427              34,101
Series 11                     28,465             27,721              27,281
                           ---------          ---------           ---------
Total                      $ 292,700          $ 292,746           $ 292,598
                           =========          =========           =========

  General  and  Administrative Expenses - The Managing General  Partner  is
reimbursed  for  general  and administrative  expenses  of  Gateway  on  an
accountable   basis.   This  expense  is  included  in  the  Statement   of
Operations.

                         2000               1999                1998
                         ----               ----                ----
Series 7                   $  14,609          $  13,177           $  14,380
Series 8                      16,108             14,528              15,855
Series 9                       8,991              8,109               8,849
Series 10                      5,619              5,068               5,531
Series 11                      4,495              4,054               4,424
                           ---------          ---------           ---------
Total                      $  49,822          $  44,936           $  49,039
                           =========          =========           =========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 7
   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  39  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

  The following is a summary of Investments in Project Partnerships as of:

                                             MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships       $ 7,732,089     $ 7,732,089

Cumulative equity in losses of Project
Partnerships (1)                                 (5,973,368)     (5,501,647)

Cumulative distributions received from
Project Partnerships                               (157,551)       (131,691)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                        1,601,170       2,098,751

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      793,335         793,335
 Accumulated amortization of acquisition
fees and expenses                                  (156,777)       (142,581)
                                               ------------    ------------

Investments in Project Partnerships             $ 2,237,728     $ 2,749,505
                                               ============    ============

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $650,567  for  the  year ended March 31, 2000 and cumulative  suspended
losses of $253,692 for the year ended March 31, 1999 are not included.



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 8

   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  43  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

  The following is a summary of Investments in Project Partnerships as of:
                                             MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships       $ 7,586,105      $7,586,105

Cumulative equity in losses of Project
Partnerships (1)                                 (6,491,127)     (5,332,195)

Cumulative distributions received from
Project Partnerships                               (125,604)       (104,205)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                          969,374       2,149,705

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      549,773         549,773
 Accumulated amortization of acquisition
fees and expenses                                   (95,959)        (86,904)
                                                -----------     -----------

Investments in Project Partnerships             $ 1,423,188      $2,612,574
                                                ===========     ===========

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of  $678,455  for  the  year ended March 31, 2000 and cumulative  suspended
losses of $248,712 for the year ended March 31, 1999 are not included.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 9
   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  24  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

  The following is a summary of Investments in Project Partnerships as of:

                                             MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships       $ 4,914,116      $4,914,116

Cumulative equity in losses of Project
Partnerships (1)                                 (2,725,940)      (2,229,175)

Cumulative distributions received from
Project Partnerships                                (85,736)        (73,439)
                                                ----------      -----------
Investment in Project Partnerships before
Adjustment                                        2,102,440      2,611,502

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      244,087         244,087
 Accumulated amortization of acquisition
fees and expenses                                   (42,655)        (36,936)
                                               ------------     -----------

Investments in Project Partnerships              $2,303,872      $2,818,653
                                               ============     ===========

(1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $78,588 for the year ended March 31, 2000.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 10
   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  15  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.

  The following is a summary of Investments in Project Partnerships as of:

                                             MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships        $3,914,672      $3,914,672

Cumulative equity in losses of Project
Partnerships                                     (1,211,760)       (912,578)

Cumulative distributions received from
Project Partnerships                               (100,617)        (83,326)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                        2,602,295       2,918,768

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      196,738         196,738
 Accumulated amortization of acquisition
fees and expenses                                   (34,636)        (29,014)
                                                -----------     -----------

Investments in Project Partnerships              $2,764,397      $3,086,492
                                                ===========     ===========




NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 11
   As of March 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits as a  limited  partner  in  12  Project
Partnerships which own and operate government assisted multi-family housing
complexes.
   Cash  flows  from operations are allocated according to each Partnership
agreement.  Upon dissolution proceeds will be distributed according to each
Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

                                             MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships        $4,128,042      $4,128,042

Cumulative equity in losses of Project
Partnerships                                       (762,026)       (618,845)

Cumulative distributions received from
Project Partnerships                                (78,466)        (63,483)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                        3,287,550       3,445,714

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      290,335         290,335
 Accumulated amortization of acquisition
fees and expenses                                   (43,048)        (34,754)
                                                -----------     -----------

Investments in Project Partnerships              $3,534,837      $3,701,295
                                                ===========     ===========



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships:

TOTAL SERIES 7 - 11                          MARCH 31, 2000 MARCH 31, 1999
                                             -------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships       $28,275,024     $28,275,024

Cumulative equity in losses of Project
Partnerships                                    (17,164,221)    (14,594,440)

Cumulative distributions received from
Project Partnerships                               (547,974)       (456,144)
                                                -----------     -----------
Investment in Project Partnerships before
Adjustment                                       10,562,829      13,224,440

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                    2,074,268       2,074,268
 Accumulated amortization of acquisition
fees and expenses                                  (373,075)       (330,189)
                                               ------------    ------------

Investments in Project Partnerships             $12,264,022     $14,968,519
                                               ============    ============

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                      1999           1998           1997
SERIES 7                              ----           ----           ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 3,174,516     $ 2,818,522  $ 2,587,261
  Investment properties, net         35,142,349      36,566,384   37,959,499
  Other assets                           28,061          24,358       51,276
                                   ------------    ------------  -----------
    Total assets                    $38,344,926     $39,409,264  $40,598,036
                                   ============    ============  ===========
Liabilities and Partners' Equity:
  Current liabilities               $   900,937     $   889,644  $ 1,002,429
  Long-term debt                     36,610,170      36,738,581   36,852,852
                                   ------------    ------------  -----------
    Total liabilities                37,511,107      37,628,225   37,855,281

Partners' equity
  Gateway                               899,796       1,804,934    2,725,255
  General Partners                      (65,977)        (23,895)      17,500
                                   ------------    ------------  -----------
    Total Partners' equity              833,819       1,781,039    2,742,755

    Total liabilities and
partners' equity                    $38,344,926     $39,409,264  $40,598,036
                                   ============    ============  ===========
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 5,950,865     $ 5,853,646  $ 5,716,581
Expenses:
  Operating expenses                  2,715,749       2,634,551    2,523,961
  Interest expense                    2,609,929       2,592,462    2,580,836
  Depreciation and amortization       1,502,758       1,525,659    1,573,077
                                   ------------    ------------  -----------
    Total expenses                    6,828,436       6,752,672    6,677,874
                                   ------------    ------------  -----------
      Net loss                      $  (877,571)    $  (899,026)  $ (961,293)
                                   ============    ============  ===========
Other partners' share of net loss   $    (8,975)    $    (8,990)  $   (9,613)
                                   ============    ============  ===========
Partnership's share of net loss     $  (868,596)    $  (890,036)  $ (951,680)

Suspended losses                        396,875         171,315       41,689
                                   ------------    ------------  -----------
Equity in Losses of Project
Partnerships                        $  (471,721)     $ (718,721)  $ (909,991)
                                   ============    ============  ===========
As  of December 31, 1999, the largest Project Partnership constituted  5.3%
and  5.4%,  and  as  of  December 31, 1998 the largest Project  Partnership
constituted  5.3%  and  5.4% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                 DECEMBER 31,
                                       1999         1998          1997
SERIES 8                               ----         ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 2,763,988   $ 2,460,610   $ 2,220,607
  Investment properties, net         37,198,365    39,241,181    40,801,033
  Other assets                           43,163        40,175        40,006
                                    ------------  ------------  ------------
    Total assets                    $40,005,516   $41,741,966   $43,061,646
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities               $ 1,230,881   $ 1,168,937   $ 1,179,934
  Long-term debt                     38,627,538    38,768,476    38,898,362
                                   ------------  ------------  ------------
    Total liabilities                39,858,419    39,937,413    40,078,296

Partners' equity
  Gateway                               329,035     1,940,983     3,069,347
  General Partners                     (181,938)     (136,430)      (85,997)
                                   ------------  ------------  ------------
    Total Partners' equity              147,097     1,804,553     2,983,350

    Total liabilities and
partners' equity                    $40,005,516   $41,741,966   $43,061,646
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income              $5,939,426    $5,806,108   $ 5,753,648
Expenses:
  Operating expenses                  2,693,468     2,633,059     2,445,185
  Interest expense                    2,746,735     2,707,720     2,712,456
  Depreciation and amortization       2,101,828     1,609,164     1,627,815
                                    ------------  ------------  ------------
    Total expenses                    7,542,031     6,949,943     6,785,456
                                   ------------  ------------  ------------
      Net loss                      $(1,602,605)  $(1,143,835)  $(1,031,808)
                                   ============  ============  ============
Other partners' share of net loss   $   (13,930)  $   (14,398)  $   (13,042)
                                   ============  ============  ============
Partnership's share of net loss     $(1,588,675)  $(1,129,437)  $(1,018,766)

Suspended losses                        429,743       169,331        55,311
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $(1,158,932)  $  (960,106)  $  (963,455)
                                   ============  ============  ============

As  of December 31, 1999, the largest Project Partnership constituted  5.8%
and  5.8%,  and  as  of  December 31, 1998 the largest Project  Partnership
constituted  5.6%  and  5.8% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                DECEMBER 31,
                                      1999          1998          1997
SERIES 9                              ----          ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                   $ 1,649,874    $ 1,596,913   $ 1,431,278
  Investment properties, net        20,988,415     21,797,627    22,640,398
  Other assets                           4,865          2,992         8,956
                                   ------------   ------------  ------------
    Total assets                   $22,643,154    $23,397,532   $24,080,632
                                  ============   ============  ============
Liabilities and Partners' Equity:
  Current liabilities              $   337,306    $   382,099   $   424,314
  Long-term debt                    20,450,051     20,519,847    20,587,632
                                  -------------   ------------  ------------
    Total liabilities               20,787,357     20,901,946    21,011,946

Partners' equity
  Gateway                            2,011,160      2,601,324     3,136,984
  General Partners                    (155,363)      (105,738)      (68,298)
                                  ------------    -----------  ------------
    Total Partners' equity           1,855,797      2,495,586     3,068,686

    Total liabilities and          $22,643,154    $23,397,532   $24,080,632
partners' equity                  ============    ===========  ============

SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income            $ 2,998,599    $3,021,660    $ 2,994,649
Expenses:
  Operating expenses                 1,395,335     1,307,962      1,203,597
  Interest expense                   1,353,859     1,348,605      1,353,615
  Depreciation and amortization        842,272     1,348,605        901,709
                                  ------------    ----------   ------------
    Total expenses                   3,591,466     3,544,202      3,458,921
                                  ------------   ------------  ------------
      Net loss                     $  (592,867)   $ (522,542)   $  (464,272)
                                  ============   ------------  ============
Other partners' share of net loss  $   (17,514)   $   (5,226)   $    (4,643)
                                   ===========   ============  ============
Partnership's share of net loss    $  (575,353)   $ (517,316)   $  (459,629)

Suspended losses                        78,588             0              0
                                  ------------   -----------   ------------
Equity in Losses of Project
Partnerships                       $  (496,765)   $ (517,316)   $  (459,629)
                                  ============   ===========   ============

As  of December 31, 1999, the largest Project Partnership constituted  7.4%
and  7.0%,  and  as  of  December 31, 1998 the largest Project  Partnership
constituted  7.2%  and  6.8% of the combined total  assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                DECEMBER 31,
                                      1999          1998          1997
SERIES 10                             ----          ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 1,294,767   $ 1,270,741   $ 1,165,222
  Investment properties, net         14,764,707    15,240,067    15,705,282
  Other assets                            3,460         8,016        14,855
                                    -----------  ------------  ------------
    Total assets                    $16,062,934   $16,518,824   $16,885,359
                                    ===========  ============  ============
Liabilities and Partners' Equity:
  Current liabilities               $   251,800   $   275,876   $   288,837
  Long-term debt                     13,373,440    13,433,274    13,487,607
                                   -----------   ------------  ------------
    Total liabilities                13,625,240    13,709,150    13,776,444

Partners' equity
  Gateway                             2,608,619     2,928,985     3,186,296
  General Partners                     (170,925)     (119,311)      (77,381)
                                   ------------  ------------  ------------
    Total Partners' equity            2,437,694    2,809,674     3,108,915

    Total liabilities and
partners' equity                    $16,062,934  $16,518,824   $16,885,359
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income             $ 1,907,138  $ 1,942,492   $ 1,888,003
Expenses:
  Operating expenses                    943,618      880,214       798,454
  Interest expense                      764,983      791,764       771,088
  Depreciation and amortization         502,179      511,296       511,020
                                    -----------  ------------  ------------
    Total expenses                    2,210,780    2,183,274     2,080,562
                                    -----------  ------------  ------------
      Net loss                      $  (303,642)  $ (240,782)  $  (192,559)
                                    ===========  ============  ============
Other partners' share of net loss   $    (4,460)  $   (3,506)  $     2,624
                                    ===========  ============  ============
Partnership's share of net loss     $  (299,182)  $ (237,276)  $  (195,183)

Suspended losses                              0            0             0
                                    -----------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (299,182)  $ (237,276)  $  (195,183)
                                   ===========   ===========   ============

As  of December 31, 1999, the largest Project Partnership constituted 10.9%
and  11.9%,  and  as  of December 31, 1998 the largest Project  Partnership
constituted  10.7%  and 11.7% of the combined total assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                DECEMBER 31,
                                      1999          1998          1997
SERIES 11                             ----          ----          ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                    $ 1,150,315  $  1,039,049   $   875,564
  Investment properties, net         13,078,577    13,528,369    13,991,257
  Other assets                           15,108        19,462        24,358
                                   ------------  ------------  ------------
    Total assets                    $14,244,000   $14,586,880   $14,891,179
                                   ============  ============  ============
Liabilities and Partners' Equity:
  Current liabilities               $   339,188   $   347,126   $   390,123
  Long-term debt                     10,630,905    10,743,507    10,825,000
                                   ------------  ------------  ------------
    Total liabilities                10,970,093    11,090,633    11,215,123

Partners' equity
  Limited Partner                     3,295,200     3,454,866     3,603,675
  General Partners                      (21,293)       41,381        72,381
                                   ------------  ------------  ------------
    Total Partners' equity            3,273,907     3,496,247     3,676,056

    Total liabilities and
partners' equity                    $14,244,000   $14,586,880   $14,891,179
                                   ============  ============  ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income              $1,731,125   $ 1,730,200   $ 1,668,431
Expenses:
  Operating expenses                    849,882       852,221       785,590
  Interest expense                      522,499       510,366       556,791
  Depreciation and amortization         516,489       510,062       506,631
                                   ------------  ------------  ------------
    Total expenses                    1,888,870     1,872,649     1,849,012
                                   ------------  ------------  ------------
      Net loss                      $  (157,745)  $  (142,449)  $  (180,581)
                                   ============  ============  ============
Other partners' share of net loss   $   (14,564)  $   (13,647)  $   (17,217)
                                   ============  ============  ============
Partnership's share of net loss     $  (143,181)  $  (128,802)  $  (163,364)

Suspended losses                              0             0             0
                                   ------------  ------------  ------------
Equity in Losses of Project
Partnerships                        $  (143,181)  $  (128,802)  $  (163,364)
                                   ============  ============  ============

As  of December 31, 1999, the largest Project Partnership constituted 20.7%
and  19.9%,  and  as  of December 31, 1998 the largest Project  Partnership
constituted  20.9%  and 19.3% of the combined total assets  by  series  and
combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships on a three month lag, below is  the
summarized financial information for the Series' Project Partnerships as of
December 31 of each year:
                                                DECEMBER 31,
                                      1999          1998           1997
TOTAL SERIES 7 - 11                   ----          ----           ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                   $ 10,033,460  $  9,185,835   $  8,279,932
  Investment properties, net        121,172,413   126,373,628    131,097,469
  Other assets                           94,657        95,003        139,451
                                  ------------- -------------  -------------
    Total assets                   $131,300,530  $135,654,466   $139,516,852
                                  ============= =============  =============
Liabilities and Partners'
Equity:
  Current liabilities              $  3,060,112  $  3,063,682   $  3,285,637
  Long-term debt                    119,692,104   120,203,685    120,651,453
                                  ------------- -------------  -------------
    Total liabilities               122,752,216   123,267,367    123,937,090

Partners' equity
  Limited Partner                     9,143,810    12,731,092     15,721,557
  General Partners                     (595,496)     (343,993)      (141,795)
                                  ------------- -------------  -------------
    Total Partners' equity            8,548,314    12,387,099     15,579,762

    Total liabilities and
partners' equity                   $131,300,530  $135,654,466   $139,516,852
                                  ============= =============  =============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income            $ 18,527,153  $ 18,354,106   $ 18,021,312
Expenses:
  Operating expenses                  8,598,052     8,308,007      7,756,787
  Interest expense                    7,998,005     7,950,917      7,974,786
  Depreciation and amortization       5,465,526     5,043,816      5,120,252
                                   ------------  ------------   ------------
    Total expenses                   22,061,583    21,302,740     20,851,825
                                   ------------  ------------   ------------
      Net loss                      $(3,534,430)  $(2,948,634)   $(2,830,513)
                                   ============  ============   ============
Other partners' share of net
loss                                $   (59,443)  $   (45,767)   $   (41,891)
                                   ============  ============   ============
Partnership's share of net loss     $(3,474,987)  $(2,902,867)   $(2,788,622)

Suspended losses                        905,206       340,646         97,000
                                   ------------  ------------   ------------
Equity in Losses of Project
Partnerships                        $(2,569,781)  $(2,562,221)   $(2,691,622)
                                   ============  ============   ============



NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

The Partnership's equity by Series as reflected by the Project Partnerships
differs   from   the  Partnership's  Investments  in  Partnerships   before
acquisition fees and expenses and amortization by Series primarily  because
of suspended losses on the Partnership's books.

                            Equity Per Project
                               Partnership          Equity Per Partnership
                            ------------------      ----------------------
Series 7                               $  899,796                $1,601,170
Series 8                                  329,035                   969,374
Series 9                                2,011,160                 2,102,440
Series 10                               2,608,619                 2,602,295
Series 11                               3,295,200                 3,287,550


NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 7                           ----           ----            ----
Net Loss per Financial
Statements                        $(555,736)     $(812,428)    $(1,010,863)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (606,891)      (332,734)       (176,026)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        (7,940)       (10,732)         (3,563)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               44,358         49,249          46,034
  Amortization Expense               15,651         22,001          21,542
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,110,558)   $(1,084,644)    $(1,122,876)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $ 1,695,195    $ 1,695,195     $ 1,695,190
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 8                           ----           ----            ----
Net Loss per Financial
Statements                      $(1,247,292)   $(1,055,240)    $(1,060,938)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                  (48,737)      (277,444)       (213,027)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        (8,158)        (3,618)         (3,764)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               48,979         51,209          53,647
  Amortization Expense               15,647         15,237          14,560
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(1,239,561)   $(1,269,856)    $(1,209,522)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $ 1,620,508    $ 1,620,511     $ 1,620,511
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 9                           ----           ----            ----
Net Loss per Financial
Statements                      $  (547,924)   $  (570,231)    $  (512,506)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (214,022)       (79,111)       (104,407)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        (2,265)            443         (2,981)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               31,864         32,811          33,759
  Amortization Expense                8,602          5,962           7,117
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (723,745)   $  (610,126)    $  (579,018)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $   968,960    $   968,960     $   968,961
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
SERIES 10                          ----           ----            ----
Net Loss per Financial
Statements                      $  (328,409)   $  (264,781)    $  (224,779)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                 (154,419)      (145,546)       (158,805)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end           628         (4,081)           (266)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee                6,488          8,865           8,101
  Amortization Expense                4,931          5,657           5,806
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (470,781)   $  (399,886)    $  (369,943)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $   762,218    $   762,218     $   762,183
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   1999           1999            1998
SERIES 11                          ----           ----            ----
Net Loss per Financial
Statements                       $ (164,613)   $  (152,545)    $  (183,183)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes                  (54,220)       (71,284)        (85,093)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end        (2,978)         2,628          (2,137)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee               (1,697)         4,892           9,851
  Amortization Expense               11,962          7,322           7,391
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $  (211,546)   $  (208,987)    $  (253,171)
                                ============   ============    ============

                               December 31,   December 31,    December 31,
                                   1999           1998            1997
                               ------------   ------------    ------------
Federal Low Income Housing
Tax Credits  (Unaudited)         $   754,677    $   754,677     $   756,995
                                 ===========    ===========     ===========

NOTE 6 - TAXABLE INCOME (LOSS):

   The following is a reconciliation between Net Income (Loss) as described
in  the  financial  statements and the Partnership income  (loss)  for  tax
purposes:

                                   2000           1999            1998
TOTAL SERIES 7 - 11                 ----           ----            ----
Net Loss per Financial
Statements                      $(2,843,974)   $(2,855,225)    $(2,992,269)

Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes               (1,078,289)      (906,119)       (737,358)

Adjustments to convert March
31, fiscal year end to
December 31, taxable year end       (20,713)       (15,360)        (12,711)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee              129,992        147,026         151,392
  Amortization Expense               56,793         56,179          56,416
                                ------------   ------------    ------------

Partnership loss for tax
purposes as of December 31      $(3,756,191)   $(3,573,499)    $(3,534,530)
                                ============   ============    ============

The  difference  in  the  total  value of the Partnership's  Investment  in
Project  Partnerships  is approximately $1,633,000  higher  for  Series  7,
$1,100,000  higher  for Series 8, $711,000 higher for  Series  9,  $811,000
higher  for  Series  10  and $251,000 higher for Series  11  for  financial
reporting  purposes  than for tax return purposes because  (i)  there  were
depreciation  differences  between financial  reporting  purposes  and  tax
return purposes and (ii) certain expenses are not deductible for tax return
purposes.

Hill, Barth & King LLC
554 West 10th Street
Erie, PA 16502
PHONE:  814-456-5385
FAX:  814-454-5004

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Maple Street Apartments Limited Partnership
Emporium, Pennsylvania

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

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January  24,  2000  on our  consideration  of  Maple  Street
Apartments  Limited  Partnership internal control over financial  reporting
and   our  tests  of  its  compliance  with  certain  provisions  of  laws,
regulations, contracts and grants.

/s/ Hill, Barth & King LLC
Certified Public Accountants

January 24, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Creekstone Apartments, L.P.

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

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of CREEKSTONE APARTMENTS,
L.P.  as  of December 31, 1999 and 1998, and the results of its operations,
its  changes in partners equity (deficit), and its cash flows for the years
then ended in conformity with generally accepted accounting principles.


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

Atlanta, Georgia
January 25, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Gila Bend Housing, Ltd.
(An Arizona Limited Partnership)

We  have audited the accompanying balance sheets of Gila Bend Housing, Ltd.
(an  Arizona Limited Partnership) as of December 31, 1999 and 1998, and the
related  statements of income, changes in partners' equity, and cash  flows
for   the   years   then  ended.   These  financial  statements   are   the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Gila Bend Housing, Ltd.
(an  Arizona Limited Partnership) as of December 31, 1999 and 1998, and the
results  of its operations and its cash flows for the years then  ended  in
accordance with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated February 11, 2000,  on our consideration of the Partnership's
internal  controls and a report dated February 11, 2000,  on its compliance
with laws and regulations.

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

This  report  is  intended  solely for the  information  of  the  Partners,
management of Gila Bend Housing, Ltd. and for filing with RD and should not
be used by anyone other than specified parties.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Carmel, Indiana
February, 11, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Manchester Elderly Housing, L.P.

We  have  audited  the  accompanying balance sheets of  MANCHESTER  ELDERLY
HOUSING, L.P. (USDA Rural Development Case No. 10-099-581965616), a limited
partnership,  as of December 31, 1999 and 1998, and the related  statements
of  operations, changes in partners' equity (deficit), and cash  flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of  MANCHESTER  ELDERLY
HOUSING,  L.P.  as of December 31, 1999 and 1998, and the  results  of  its
operations,  its changes in partners equity (deficit), and its  cash  flows
for  the  years then ended in conformity with generally accepted accounting
principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 9, 2000 on our consideration of MANCHESTER  ELDERLY
HOUSING, L.P.'s internal control and a report dated February 9, 2000 on its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.

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

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

Atlanta, Georgia
February 9, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Meadow Run Apartments, L.P.
Valdosta, Georgia

We  have  audited the accompanying balance sheets of Meadow Run Apartments,
L.P.  (a limited partnership), Federal ID #:58-1994614, as of December  31,
1999 and 1998, and the related statements of income, partners' equity,  and
cash  flows for the years then ended.  These financial statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

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

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated  January  24,  2000,  on our  consideration  of  Meadow  Run
Apartments, L.P.'s internal control structure and its compliance with  laws
and regulations.

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

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Lakeland II L.P.
Lakeland, Georgia

We  have  audited the accompanying balance sheets of Lakeland  II  L.P.  (a
limited  partnership), Federal ID #58-1965624, as of December 31, 1999  and
1998, and the related statements of income, partners' equity (deficit)  and
cash  flows for the years then ended.  These financial statements  are  the
responsibility  of the Partnership's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

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

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports dated January 24, 2000 on our consideration of Lakeland II,  L.P.'s
internal control structure and its compliance with laws and regulations.


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

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Blue Ridge Elderly Housing, L.P.
Valdosta, Georgia

We  have  audited  the accompanying balance sheets of  Blue  Ridge  Elderly
Housing,  L.P.  (a limited partnership), Federal ID No.: 58-1936981  as  of
December 31, 1999 and 1998, and the related statements of income, partners'
equity,  and  cash  flows  for  the  years  then  ended.   These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

In  accordance  with Government Auditing Standards we have  also  issued  a
report  dated  January 24, 2000 on our consideration of Blue Ridge  Elderly
Housing,  L.P.'s  internal control structure and  a  report  dated  January
24,2000 on its compliance with laws and regulations.


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

January 24, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA 31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Arbor Trace Apartments Phase II L.P.
Lake Park, Georgia

We  have  audited the accompanying balance sheets of Arbor Trace Apartments
Phase  II,  L.P. (a limited partnership), Federal ID No. 58-2032771  as  of
December 31, 1999 and 1998, and the related statements of income, partners'
equity  (deficit), and cash flows for the years then ended. These financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

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

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January  24,  2000  on  our  consideration  of  Arbor  Trace
Apartments  Phase II, L.P.'s internal control structure and a report  dated
January 24, 2000 on its compliance with laws and regulations.


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

January 24, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Omega Rental Housing, L.P.

We  have  audited the accompanying balance sheets of OMEGA RENTAL  HOUSING,
L.P.,  (RHS Project No.11-037-582031602) as of December 31, 1999 and  1998,
and  the related statements of operations, changes in partners' equity, and
cash  flows for the years then ended.  These financial statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of OMEGA RENTAL HOUSING,
L.P.  as  of December 31, 1999 and 1998, and the results of its operations,
its  changes  in  partners equity, and its cash flows for  the  years  then
ended, in conformity with generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated January 13, 2000 on our consideration of OMEGA RENTAL HOUSING,
L.P.'s  internal  control  and  a report dated  January  13,  2000  on  its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.

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


/s/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia
January 13, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30367-3837
PHONE:  404-892-9651
FAX:  404-876-3913

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Magnolia Place, L.P.

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

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MAGNOLIA PLACE, L.P. as
of  December  31,  1999 and 1998, and the results of  its  operations,  its
changes in partners' equity, and its cash flows for the years then ended in
conformity with generally accepted accounting principles.


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

January 11, 2000

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

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

Partners
Antlers Properties I, A Limited Partnership
 D/B/A Woodbine Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of ANTLERS PROPERTIES I,  A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1999  and
1998, and the related statements of operations, changes in partners' equity
(deficit)  and  cash  flows  for the years  then  ended.   These  financial
statements  are  the responsibility of the Partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ANTLERS PROPERTIES I, A
LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of December 31, 1999  and
1998,  and  the results of its operations and its cash flows for the  years
then ended in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz & Dobson
Certified Public Accountants

February 10, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Meadowview Properties, A Limited Partnership
 D/B/A Meadowview Apartments
Fort Smith, Arkansas

We have audited the accompanying balance sheets of MEADOWVIEW PROPERTIES, A
LIMITED  PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS as of December  31,  1999
and  1998,  and the related statements of operations, changes in  partners'
equity and cash flows for the years then ended.  These financial statements
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of MEADOWVIEW PROPERTIES,
A  LIMITED PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS as of December 31, 1999
and  1998,  and  the results of its operations and its cash flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 10, 2000, on our consideration of the Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.


/s/ Baird, Kurtz & Dobson
Certified Public Accountants

February 10, 2000

Eide Bailly LLP
100 N. Phillips, Ste.800-P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE:  605-339-1999
FAX:  605-339-1306

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

The Partners
Sunrise I Apartments Limited Partnership
Sioux Falls, South Dakota

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

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated January 27, 2000 on our consideration of Sunrise I Apartments
Limited  Partnership's internal control over financial  reporting  and  our
tests  of  its  compliance with certain provisions  of  laws,  regulations,
contracts and grants.

Our  audits  were performed for the purpose of forming an  opinion  on  the
financial  statements  taken  as a whole.  The  accompanying  supplementary
information on pages 11 and 12 is presented for the purposes of  additional
analysis and is not a required part of the financial statements of  Sunrise
I  Apartments Limited Partnership.  Such information has been subjected  to
the  auditing procedures applied in the audits of the financial  statements
and,  in our opinion, is fairly stated in all material respects in relation
to the financial statements taken as a whole.


/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
January 27, 2000

Miller & Rose, P.L.L.C.
1309 E. Race Avenue
Searcy, AR 72143
PHONE:  501-268-8356
FAX:  501-268-9362

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Pioneer Apartments, An Arkansas Limited Partnership
D/B/A Pioneer Apartments
351 East 4th Street
Mountain Home,  AR  72653

We   have   audited  the  accompanying  financial  statements  of   Pioneer
Apartments, An Arkansas Limited Partnership D/B/A Pioneer Apartments as  of
December 31, 1999 and 1998, and for the years then ended, as listed in  the
table  of  contents.  These financial statements are the responsibility  of
the  partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  the standards applicable to financial audits  contained  in
Government  Auditing Standards, issued by the Comptroller  General  of  the
United States.  Those standards require that we plan and perform the  audit
to  obtain reasonable assurance about whether the financial statements  are
free  of  material misstatement.  An audit includes examining,  on  a  test
basis,  evidence  supporting the amounts and disclosures in  the  financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statements 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 Pioneer Apartments, An
Arkansas  Limited Partnership D/B/A Pioneer Apartments as of  December  31,
1999 and 1998, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  May 17, 2000 on our consideration of Pioneer Apartments,  An
Arkansas  Limited  Partnership D/B/A Pioneer Apartments'  internal  control
over  financial  reporting  and our tests of its  compliance  with  certain
provisions of laws, regulations, contracts and grants.


/s/ Miller & Rose, P.L.L.C.
Certified Public Accountants

May 17, 2000

Miller & Rose, P.L.L.C.
1309 E. Race Avenue
Searcy, AR 72143
PHONE:  501-268-8356
FAX:  501-268-9362

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
Partners
Cardinal Apartments, An Arkansas Limited Partnership
D/B/A Cardinal Apartments
351 East 4th Street
Mountain Home,  AR  72653

We   have   audited  the  accompanying  financial  statements  of  Cardinal
Apartments, An Arkansas Limited Partnership D/B/A Cardinal Apartments as of
December 31, 1999 and 1998, and for the years then ended, as listed in  the
table  of  contents.  These financial statements are the responsibility  of
the  partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards.  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 statements 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 Cardinal Apartments, An
Arkansas Limited Partnership, D/B/A Cardinal Apartments as of December  31,
1999 and 1998, and the results of its operations and its cash flows for the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.


/s/ Miller & Rose, P.L.L.C.
Certified Public Accountants

February 18, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Peachtree Associates Limited Partnership
Charlotte, North Carolina

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

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January 31, 2000, on our consideration of the  Partnership's
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.

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

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

Greensboro, North Carolina
January 31, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Mountain City Manor Limited Partnership

I  have  audited  the  accompanying balance sheets of Mountain  City  Manor
Limited  Partnership  as of December 31, 1999 and  1998,  and  the  related
statements  of operations, partners' deficit and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Partnership's  management.  My responsibility is to express an  opinion  on
these financial statements based on my audits.

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

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

In  accordance  with Government Auditing Standards, I have also  issued  my
report  dated  March  10, 2000 on my consideration of Mountain  City  Manor
Limited Partnership's internal control over financial reporting and on  our
tests of its compliance with certain laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 10, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Tazewell Village Limited Partnership

I  have audited the accompanying balance sheets of Tazewell Village Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  deficit and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

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

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

In  accordance  with Government Auditing Standards, I have also  issued  my
report dated March 10, 2000 on my consideration of Tazewell Village Limited
Partnership's internal control over financial reporting and on my tests  of
its compliance with certain provisions of laws and regulations


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 10, 2000

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

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

To the Partners
Jamestown Village Limited Partnership

I have audited the accompanying balance sheets of Jamestown Village Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  deficit and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

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

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

In  accordance  with Government Auditing Standards, I have also  issued  my
report  dated  March  10,  2000 on my consideration  of  Jamestown  Village
Limited  Partnership's internal control over financial  reporting  and  our
tests of its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 10, 2000

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

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

To the Partners
Clinchview Manor Limited Partnership

I  have audited the accompanying balance sheets of Clinchview Manor Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  deficit and cash flows for the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

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

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

In  accordance  with Government Auditing Standards, I have also  issued  my
report dated March 10, 2000 on my consideration of Clinchview Manor Limited
Partnership's internal control over financial reporting and on our tests of
its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants

March 10, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Warsaw Manor Limited Partnership

I  have  audited  the accompanying balance sheets of Warsaw  Manor  Limited
Partnership as of December 31, 1999 and 1998, and the related statements of
operations,  partners'  equity and cash flows for  the  years  then  ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

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

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

In  accordance  with Government Auditing Standards, I have also  issued  my
report  dated  March 10, 2000 on my consideration of Warsaw  Manor  Limited
Partnership's internal control over financial reporting and on my tests  of
its compliance with certain provisions of laws and regulations.


/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountant

March 10, 2000

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

                  INDEPENDENT AUDITORS' REPORT

                  ----------------------------
To The Partners
Elsa Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We  have audited the accompanying balance sheets of Elsa Retirement,  Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management. Our responsibility is to express an  opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Elsa Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  23,  2000, on our consideration  of  the  internal
control structure of Elsa Retirement, Ltd.-(A Texas Limited Partnership)and
a  report  dated  February  23,  2000, on  its  compliance  with  laws  and
regulations.

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

Austin, Texas
February 23, 2000

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

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

To The Partners
Dilley Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We  have audited the accompanying balance sheets of Dilley Retirement, Ltd.
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years then ended.  These financial statements are the responsibility of
the  Partnership's management. Our responsibility is to express an  opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dilley Retirement, Ltd.
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  29,  2000, on our consideration  of  the  internal
control  structure of Dilley Retirement, Ltd.-(A Texas Limited Partnership)
and  a  report  dated February 29, 2000, on its compliance  with  laws  and
regulations.

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

Austin, Texas
February 29, 2000

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

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

To The Partners
Taylor Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We  have audited the accompanying balance sheets of Taylor Retirement, Ltd.
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
related  statements of income (loss) and partners' equity, and  cash  flows
for   the   years   then  ended.   These  financial  statements   are   the
responsibility  of the Partnership's management. Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Taylor Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  21,  2000, on our consideration  of  the  internal
control   structure   of   Taylor   Retirement,   Ltd.-(A   Texas   Limited
Partnership)and  a report dated February 21, 2000, on its  compliance  with
laws and regulations.

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

Austin, Texas
February 21, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners
Donna Retirement, Ltd.-(A Texas Limited Partnership)
Burnet, Texas

We  have audited the accompanying balance sheets of Donna Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
related  statements of income (loss), partners' equity, and cash flows  for
the years ended December 31, 1999 and 1998.  These financial statements are
the  responsibility of the Partnership's management. Our responsibility  is
to express an opinion on these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Donna Retirement, Ltd.-
(A  Texas  Limited Partnership) as of December 31, 1999 and 1998,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with Generally Accepted Accounting Principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  16,  2000, on our consideration  of  the  internal
control   structure   of   Donna  Retirement,  Ltd.-   (A   Texas   Limited
Partnership)and  a report dated February 16, 2000, on its  compliance  with
laws and regulations.

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

Austin, Texas
February 16, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Dr., Suite 220
Savannah, GA  31406
PHONE:  912-354-2334
FAX:  912-354-2443

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

To The Partners
Brooks Lane Apartments, L.P.

We  have audited the accompanying balance sheets of BROOKS LANE APARTMENTS,
L.P.,  as  of  December  31,  1999 and 1998 and the  related  statement  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February  28,  2000, on our  consideration  of  BROOKS  LANE
APARTMENTS, L.P.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and  grants.   That  report is an integral part of an  audit  performed  in
accordance  with  Government  Auditing Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial statements of BROOK LANE APARTMENTS, L.P., taken as a whole.  The
supplemental  information on pages 9 and 10 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements.  Such information has been subjected to the auditing procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

/s/ David G. Pelliccione, C.P.A., P.C.
Certified Public Accountants

Savannah, Georgia
February 28, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Dr., Suite 220
Savannah, GA  31406
PHONE:  912-354-2334
FAX:  912-354-2443

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

To The Partners
Brooks Field Apartments, L.P.

We have audited the accompanying balance sheets of BROOKS FIELD APARTMENTS,
L.P.,  as  of  December  31, 1999 and 1998 and the  related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February  28,  2000, on our consideration  of  BROOKS  FIELD
APARTMENTS, L.P.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and  grants.   That  report is an integral part of an  audit  performed  in
accordance  with  Government  Auditing Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial  statements of BROOKS FIELD APARTMENTS, L.P., taken as  a  whole.
The supplemental information on pages 9 and 10 is presented for purposes of
additional  analysis  and is not a required part  of  the  basic  financial
statements.  Such information has been subjected to the auditing procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

/s/ David G. Pelliccione, C.P.A., P.C.
Certified Public Accountants

Savannah, Georgia
February 28, 2000

David G.Pelliccione, C.P.A., P.C.
340 Eisenhower Dr., Suite 220
Savannah, GA 31406
PHONE:  912-354-2334
FAX:  912-354-2443

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

To The Partners
Brooks Point Apartments, L.P.

We have audited the accompanying balance sheets of BROOKS POINT APARTMENTS,
L.P.,  as  of  December  31, 1999 and 1998, and the related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February  28,  2000, on our consideration  of  BROOKS  POINT
APARTMENTS, L.P.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and  grants.   That  report is an integral part of an  audit  performed  in
accordance  with  Government  Auditing Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial statements of BROOK POINT APARTMENTS, L.P., taken as a whole. The
supplemental  information on pages 9 and 10 is presented  for  purposes  of
additional  analysis  and is not a required part  of  the  basic  financial
statements.  Such information has been subjected to the auditing procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

/s/ David G. Pelliccione, C.P.A., P.C.
Certified Public Accountants

Savannah, Georgia
February 28, 2000

McCartney & Company, P.C.
2121 University Park Drive - Suite 150
Okemos, MI  48864
PHONE:  517-347-5000
FAX:  517-347-5007

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

Partners
Mariner Cove Apartments Limited Partnership
DeWitt, Michigan

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

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

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

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  March  16,  2000,  on  our  consideration  of  Mariner  Cove
Apartments  Limited  Partnership's  internal  control  structure  and   its
compliance with laws and regulations.


/s/ McCartney & Company, P.C.
Certified Public Accountants

March 16, 2000

Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE:  208-336-6800
FAX:  208-343-2381
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
General Partner
South Brenchley Housing Limited Partnership
Boise, Idaho

We  have  audited the accompanying balance sheet of South Brenchley Housing
Limited Partnership as of December 31, 1998, and the related statements  of
operations, partners' equity and cash flows for the year then ended.  These
financial   statements   are  the  responsibility  of   the   Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  Government Auditing Standards, 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 South Brenchley Housing
Limited  Partnership  as  of December 31, 1998,  and  the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 1, 1999, on our consideration of South  Brenchley's
internal  control structure, and a report dated February 1,  1999,  on  its
compliance with specific requirements applicable to major programs.

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

/s/  Roger Clubb
Simmons and Clubb
Certified Public Accountants
Boise, Idaho
February 1, 1999

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

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

General Partner
South Brenchley Housing Limited Partnership
Boise, Idaho

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

We  conducted  our  audit  in accordance with generally  accepted  auditing
Standards  and  Government Auditing Standards, 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 South Brenchley Housing
Limited  Partnership  as  of December 31, 1999,  and  the  results  of  its
operations  and  its cash flows for the year then ended in conformity  with
generally accepted accounting principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February 1, 2000, on our consideration of South  Brenchley's
internal  control structure, and a report dated February 1,  2000,  on  its
compliance with specific requirements applicable to major programs.

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

/s/  Roger Clubb
Simmons and Clubb
Certified Public Accountants

Boise, Idaho
February 1, 2000

Gubler and Carter, P.C.
7001 South 900 East, Suite 240
Midvale, UT 84047
PHONE:  801-566-5866
FAX:  801-561-8693

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
TO THE PARTNERS
HOMESTEAD WEST LIMITED PARTNERSHIP

We  have  audited the accompanying balance sheets of Homestead West Limited
Partnership, as of December 31, 1999 and 1998 and the related statements of
income,  changes  in partners' capital and cash flows for  the  years  then
ended.   These   financial  statements  are  the  responsibility   of   the
Partnership's  Management. Our responsibility is to express an  opinion  on
these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration Audit Program.  Those standards require that we
plan  and  perform the audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,  as  well  as  evaluating  the  overall  financial   statements
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 Homestead West Limited
Partnership,  as  of  December 31, 1999 and 1998 and  the  results  of  its
operations, changes in partners' capital, and its cash flows for the  years
then ended, in conformity with generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
reports  dated  February  7, 2000 on our consideration  of  Homestead  West
Limited Partnership's internal control and on its compliance with laws  and
regulations.

Our  audits  were conducted for the purpose of forming an  opinion  on  the
basic   financial   statements  taken  as  a   whole.    The   accompanying
supplementary  information shown on pages 13 through 16  is  presented  for
purposes  of  additional analysis and is not a required part of  the  basic
financial   statements   of  Homestead  West  Limited   Partnership.   Such
information  has been subjected to the auditing procedures applied  in  the
audit  of  the  basic financial statements and, in our opinion,  is  fairly
stated  in  all  material  respects  in relation  to  the  basic  financial
statements taken as a whole.

/s/ Gubler and Carter, P.C.
Certified Public Accountants
Salt Lake City, Utah
February 7, 2000

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners                                   Rural Development
Louisa Senior Apartments, Ltd.                    Morehead, Kentucky

We   have  audited  the  accompanying  balance  sheets  of  Louisa   Senior
Apartments, Ltd., (a limited partnership) Case No. 20-064-407447188, as  of
December  31,  1999  and  1998 and the related  statements  of  operations,
changes  in  partners' equity (deficit), and cash flows for the years  then
ended.    These  financial  statements  are  the  responsibility   of   the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January  31,  2000  on our consideration  of  Louisa  Senior
Apartments, Ltd.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

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

/s/ Miller, Mayer, Sullivan & Stevens, LLP
Certified Public Accountants
Lexington, Kentucky
January 31, 2000

Miller, Mayer, Sullivan & Stevens LLP
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners                                                       Rural
Development
Wells Hill Apartments, Ltd.                       Morehead, Kentucky

We  have  audited the accompanying balance sheets of Wells Hill Apartments,
Ltd., (a limited partnership) Case No. 20-086-611204241, as of December 31,
1999  and  1998  and  the  related statements  of  operations,  changes  in
partners' equity (deficit), and cash flows for the years then ended.  These
financial   statements   are  the  responsibility  of   the   partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January  27,  2000  on  our  consideration  of  Wells   Hill
Apartments, Ltd.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and grants.

Our  audits  were conducted for the purpose of forming an  opinion  on  the
basic financial statements taken as a whole. The supplemental data included
in  this report 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  presented  fairly,  in  all
material respects, in relation to the basic financial statements taken as a
whole.

/s/ Miller, Mayer, Sullivan & Stevens LLP
Certified Public Accountants
Lexington, Kentucky
January 27, 2000

Eide Bailly LLP
100 N. Phillips, Ste.800 - P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE:  605-339-1999
FAX:  605-339-1306
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Lincoln, Ltd.
Pierre, South Dakota

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

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

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

Our  audits  were performed for the purpose of forming an  opinion  on  the
financial  statements  taken  as a whole.  The  accompanying  supplementary
information  on  pages  11 and 12 is presented for purposes  of  additional
analysis  and  is not a required part of the basic financial statements  of
Lincoln,  Ltd.   Such  information  has  been  subjected  to  the  auditing
procedures applied in the audits of the basic financial statements and,  in
our  opinion, is fairly stated in all material respects, in relation to the
financial statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  3, 2000 on our consideration  of  Lincoln,  Ltd.'s
internal  control  over  financial  reporting  and  on  our  tests  of  its
compliance  with  certain  provisions of laws, regulations,  contracts  and
grants.

/s/ Eide Bailly LLP
Certified Public Accountants

Sioux Falls, South Dakota
February 3, 2000

Eide Bailly LLP
100 N. Phillips, Ste.800-P.O. Box 5126
Sioux Falls, SD 57117-5126
PHONE:  605-339-1999
FAX:  605-339-1306
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Courtyard, Ltd.

Huron, South Dakota

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

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February 2, 2000, on our consideration of Courtyard,  Ltd.'s
internal  control over financial reporting and our tests of its  compliance
with certain provisions of laws, regulations, contracts and grants.

Our  audits  were performed for the purpose of forming an  opinion  on  the
financial  statements  taken  as a whole.  The  accompanying  supplementary
information  on  pages  13 and 14 is presented for purposes  of  additional
analysis  and  is  not a required part of the financial  statements.   Such
information  has been subjected to the auditing procedures applied  in  the
audits  of  the basic financial statements and, in our opinion,  is  fairly
stated  in  all  material  respects  in relation  to  the  basic  financial
statements taken as a whole.


/s/ Eide Bailly LLP
Certified Public Accountants
Sioux Falls, South Dakota
February 2, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
The Partners
Leander Housing 1990, Ltd.
Leander, Texas

We  have  audited the accompanying balance sheet of Leander  Housing  1990,
Ltd. (a Texas limited partnership) as of December 31, 1999 and 1998 and the
related  statements  of operations, partners' capital (deficit),  and  cash
flows  for  the  years  then  ended.  These financial  statements  are  the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of Leander Housing  1990,
Ltd.  as  of  December 31, 1999 and 1998, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  January 25, 2000, on our consideration  of  Leander  Housing
1990,  Ltd.'s  internal  control  and  on  its  compliance  with  laws  and
regulations applicable to the financial statements.

Our  audits  were conducted for the purpose of forming an  opinion  on  the
basic  financial statements taken as a whole.  The supplemental information
on  pages 9 through 15 is presented for purposes of additional analysis and
is not a required part of the basic financial statements.  The supplemental
information  presented in the Year End Report/Analysis (Form FmHA  1930-8);
the  Statement of Actual Budget and Income (Form FmHA 1930-7) for the  year
ended  December 31, 1998, and the Supplemental Data Required by  the  Rural
Housing  and  Community Development Services, is presented for purposes  of
complying  with  the  requirements  of  the  Rural  Housing  and  Community
Development  Services  and is not a required part of  the  basic  financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,


is  fairly  stated  in  all  material respects in  relation  to  the  basic
financial statements taken as a whole.


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

January 25, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the General Partners of
Pleasant Valley Apartments, L.P.:

We  have  audited  the  accompanying  balance  sheets  of  Pleasant  Valley
Apartments,  L.P.  as  of  December 31, 1999  and  1998,  and  the  related
statements  of operations, changes in partners' equity and cash  flows  for
the years then ended. These financial statements are the responsibility  of
the  Partnership's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial  position  of  Pleasant  Valley
Apartments, L.P. as of December 31, 1999 and 1998, and the results  of  its
operations,  changes in partners' equity and its cash flows for  the  years
then ended, in conformity with generally accepted accounting principles.

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

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 19, 2000, on the Partnership's compliance and internal
control structure over financial reporting.

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

January 19, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the General Partners of
Brookwood Apartments, L.P.:

We  have  audited the accompanying balance sheets of Brookwood  Apartments,
L.P.  as  of  December  31, 1999 and 1998, and the  related  statements  of
operations, changes in partners' equity and cash flows for the years ended.
These  financial  statements are the responsibility  of  the  Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Brookwood Apartments,
L.P.  as  of December 31, 1999 and 1998, and the results of its operations,
changes in partners' equity and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

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

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 18, 2000, on the Partnership's compliance and internal
control over financial reporting.

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

January 18, 2000

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

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

To the General Partners of
River Rest Apartments, L.P.:

We  have  audited the accompanying balance sheets of River Rest Apartments,
L.P.  as  of  December  31, 1999 and 1998, and the  related  statements  of
operations, changes in partners' equity and cash flows for the years  ended
December   31,  1999  and  1998.   These  financial  statements   are   the
responsibility of the Partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of River Rest Apartments,
L.P.  as  of December 31, 1999 and 1998, and the results of its operations,
changes in partners' equity and its cash flows for the years ended December
31,  1999  and  1998,  in  conformity with  generally  accepted  accounting
principles.

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

In  accordance with Government Auditing Standards, we have also issued  our
report dated January 19, 2000, on the Partnership's compliance and internal
control over financial reporting.

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

January 19, 2000

Habif, Arogeti & Wynne, LLP
1073 West Peachtree Street, N.E.
Atlanta, GA 30309-3837
PHONE:  404-892-9651
FAX:  404-876-3913
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Royston Elderly Housing, L.P.

We have audited the accompanying balance sheets of ROYSTON ELDERLY HOUSING,
L.P.   (USDA  Rural  Development  Case  No.  10-059-582088484),  a  limited
partnership,  as of December 31, 1999 and 1998, and the related  statements
of  operations, changes in partners' equity (deficit), and cash  flows  for
the years then ended. These financial statements are the responsibility  of
the  Partnership's management. Our responsibility is to express an  opinion
on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects,  the financial  position  of  ROYSTON  ELDERLY
HOUSING,  L.P.  as of December 31, 1999 and 1998, and the  results  of  its
operations, its changes in partners' equity (deficit), and its  cash  flows
for  the  years then ended in conformity with generally accepted accounting
principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  February  9, 2000 on our consideration  of  ROYSTON  ELDERLY
HOUSING, L.P.'s internal control and a report dated February 9, 2000 on its
compliance   with  laws  and  regulations  applicable  to   the   financial
statements.

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


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

Atlanta, Georgia
February 9, 2000

Leavitt, Christensen & Co.
9100 W. Blackeagle Drive
Boise, ID  83709
PHONE:  208-322-6769
FAX:  208-322-7307
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------

Managing General Partner
Heritage Park Associates Limited Partnership
Boise, Idaho

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

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

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

In  accordance  with  Government Auditing Standards, we  have  also  issued
reports  dated  February  16, 2000 on our consideration  of  Heritage  Park
Associates  Limited Partnership's internal control and  on  its  compliance
with laws and regulations.

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

/s/ Leavitt, Christensen & Co.
Certified Public Accountants
February 16, 2000

Bob T. Robinson
2084 Dunbarton Drive
Jackson, MS  39216
PHONE:  601-982-3875
FAX:  601-982-3876

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

To the Partners of Elderly Housing of Pontotoc, L.P.

I  have  audited  the  accompanying balance sheet  of  Elderly  Housing  of
Pontotoc, L.P., (RD Case number 28-058-640818315) as of December  31,  1999
and  1998 and the related statements of income, partners' equity, and  cash
flows  for  the  years  then  ended. These  financial  statements  are  the
responsibility  of the partnership's management.  My responsibility  is  to
express an opinion on these financial statements based on my audits.

I  conducted  my  audits  in  accordance with generally  accepted  auditing
standards  and  Government Auditing Standards, issued  by  the  Comptroller
General  of  the United States.  Those standards require that  I  plan  and
perform  the  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.  I believe
that my audits provide a reasonable basis for my opinion.

In  my  opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Elderly  Housing  of
Pontotoc,  L.P.  as of December 31, 1999 and 1998 and the  results  of  its
operations  and its cash flows for the years then ended in conformity  with
generally accepted accounting principles.

My  audit  was made for the purpose of forming an opinion on the  financial
statements  taken  as  a  whole.  The supplemental  information,  including
separate  reports  on  compliance with laws  and  regulations  on  internal
controls, is presented for the purposes of additional analysis and is not a
required  part of the financial statements of Elderly Housing of  Pontotoc,
L.P.   Such  information  has  been subjected to  the  auditing  procedures
applied  in  the audit of the financial statements and, in my  opinion,  is
fairly  presented  in all material respects in relation  to  the  financial
statements taken as a whole.


/s/ Bob T. Robinson
Certified Public Accountant

March 7, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Lakeshore II, Ltd.
Tuskegee, Alabama

We  have  audited the accompanying balance sheets of Lakeshore II, Ltd.,  a
limited  partnership, RHS Project No.: 01-044-631056927 as of December  31,
1999  and 1998, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management.  Our responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lakeshore II, Ltd., RHS
Project  No.:  01-044-631056927 as of December 31, 1999 and 1998,  and  the
results  of its operations and its cash flows for the years then  ended  in
conformity with generally accepted accounting principles.

The  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 10 through 13 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  The  supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999  and
1998,  is presented for purposes of complying with the requirements of  the
Rural  Housing  Services  and  is also not a required  part  of  the  basic
financial  statements.  Such information has been subjected  to  the  audit
procedures applied in the audit of the basic financial statements  and,  in
our  opinion is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report dated February 26 2000 on our consideration of Lakeshore II, Ltd.'s,
internal  control  over  financial  reporting  and  on  our  tests  of  its
compliance with certain provisions of laws and regulations.


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

Gadsden, Alabama
February 26, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Skyview Apartments, Ltd.
Troy, Alabama

We  have  audited  the  accompanying balance sheets of Skyview  Apartments,
Ltd.,  a  limited  partnership, RHS Project  No.:  01-055-631086473  as  of
December  31,  1999  and  1998, and the related statements  of  operations,
partners'  capital and cash flows for the years then ended. These financial
statements  are  the responsibility of the partnership's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position of Skyview  Apartments,
Ltd.,  RHS Project No.: 01-055-631086473 as of December 31, 1999 and  1998,
and  the  results of its operations and its cash flows for the  years  then
ended in conformity with generally accepted accounting principles.

The  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 10 through 13 is presented for purposes of additional analysis and is
not  a  required part of the basic financial statements.  The  supplemental
information presented in the Multiple Family Housing Borrower Balance Sheet
(Form FmHA 1930-8) Parts I and II for the year ended December 31, 1999  and
1998,  is presented for purposes of complying with the requirements of  the
Rural  Housing  Services  and  is also not a required  part  of  the  basic
financial  statements.  Such information has been subjected  to  the  audit
procedures applied in the audit of the basic financial statements  and,  in
our  opinion is fairly stated in all material respects in relation  to  the
basic financial statements taken as a whole.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated February 26, 2000 on our consideration of Skyview Apartments,
Ltd's., internal control over financial reporting and on our tests  of  its
compliance with certain provisions of laws and regulations.


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

Gadsden, Alabama
February 26, 2000

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

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
Meadowview Apartments, Ltd.
Greenville, Alabama

We  have  audited the accompanying balance sheets of Meadowview Apartments,
Ltd.,  a  limited partnership, as of December 31, 1999 and  1998,  and  the
related  statement of operations, partners' capital and cash flows for  the
years then ended. These financial statements are the responsibility of  the
partnership's  management. Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

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

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


/s/ Donald W. Causey and Associates, P.C.
Certified Public Accountant

Gadsden, Alabama
February 20, 2000

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

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

To the Partners
Applegate Apartments, Ltd.
Florence, Alabama

We  have  audited the accompanying balance sheets of Applegate  Apartments,
Ltd.,  a  limited partnership, as of December 31, 1999 and  1998,  and  the
related statements of operations, partners' capital and cash flows for  the
years then ended. These financial statements are the responsibility of  the
partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audits.

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

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

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


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

Gadsden, Alabama
February 9, 2000

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

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

To the Partners
Heatherwood Apartments, Ltd.
Alexander City, Alabama

We  have audited the accompanying balance sheets of Heatherwood Apartments,
Ltd.,  a  limited partnership, as of December 31, 1999 and  1998,  and  the
related  statement of operations, partners' capital and cash flows for  the
years then ended. These financial statements are the responsibility of  the
partnership's  management. My responsibility is to express  an  opinion  on
these financial statements based on our audits.

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

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

The  audits  were made for the purpose of forming an opinion on  the  basic
financial  statements  taken as a whole.  The supplemental  information  on
pages 9 and 10 is presented for purposes of additional analysis and is  not
a  required  part of the basic financial statements.  Such information  has
been  subjected to the audit procedures applied in the audit of  the  basic
financial  statements and, in my opinion is fairly stated in  all  material
respects in relation to the basic financial statements taken as a whole.

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

Gadsden, Alabama
February 16, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

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

To the Partners
Galena Seniors, L.P.
Joplin, Missouri 64804

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

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  GOVERNMENT AUDITING STANDARDS, issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration AUDIT PROGRAM.  Those standards require that we
plan  and  perform the audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.   We believe that our 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 Galena Seniors L.P. as
of  December 31, 1999 and 1998, and the results of its operations  and  its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance with GOVERNMENT AUDITING STANDARDS, we have also issued  our
report  dated  February 29, 2000 on our consideration  of  Galena  Seniors,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

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

To the Partners
Purdy Apartments, L.P.
Joplin, Missouri

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

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  GOVERNMENT AUDITING STANDARDS, issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration AUDIT PROGRAM.  Those standards require that we
plan  and  perform the audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.   We believe that our 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 Purdy Apartments, L.P.
as of December 31, 1999 and 1998, and the results of its operations and its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance with GOVERNMENT AUDITING STANDARDS, we have also issued  our
report  dated  February 29, 2000 on our consideration of Purdy  Apartments,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

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

To the Partners
Aurora Seniors, L.P.
Joplin, Missouri 64804

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

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  GOVERNMENT AUDITING STANDARDS, issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration AUDIT PROGRAM.  Those standards require that we
plan  and  perform the audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.   We believe that our 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 Aurora Seniors L.P. as
of  December 31, 1999 and 1998, and the results of its operations  and  its
cash  flows for the years then ended in conformity with generally  accepted
accounting principles.

In  accordance with GOVERNMENT AUDITING STANDARDS, we have also issued  our
report  dated  February 29, 2000 on our consideration  of  Aurora  Seniors,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 24, 1999

Turk & Giles, CPAs, P.C.
2025 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

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

To the Partners
Baxter Springs Seniors, L.P.
Joplin, Missouri 64804

We  have audited the accompanying balance sheets of Baxter Springs Seniors,
L.P.  (a  limited partnership) as of December 31, 1999 and  1998,  and  the
related statements of operations, partners' capital and cash flows for  the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  GOVERNMENT AUDITING STANDARDS, issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration AUDIT PROGRAM.  Those standards require that we
plan  and  perform the audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.   We believe that our 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 Baxter Springs Seniors
L.P.  as  of  December 31, 1999 and 1998, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance with GOVERNMENT AUDITING STANDARDS, we have also issued  our
report  dated  February  29, 2000 on our consideration  of  Baxter  Springs
Seniors, L.P.'s internal control over financial reporting and our tests  of
its compliance with certain provisions of laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Turk & Giles, CPAs, P.C.
2026 Connecticut-P.O. Box 3766
Joplin, MO 64803
PHONE:  417-623-8666
FAX:  417-623-4075

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

To the Partners
Marionville Seniors, L.P.
Joplin, Missouri 64804

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

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards  and  GOVERNMENT AUDITING STANDARDS, issued  by  the  Comptroller
General  of  the  United  States, and the U.S. Department  of  Agriculture,
Farmers Home Administration AUDIT PROGRAM.  Those standards require that we
plan  and  perform the audits to obtain reasonable assurance about  whether
the  financial  statements  are free of material  misstatement.   An  audit
includes  examining, on a test basis, evidence supporting the  amounts  and
disclosures in the financial statements.  An audit also includes  assessing
the   accounting  principles  used  and  significant  estimates   made   by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation.   We believe that our 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 Marionville  Seniors,
L.P.  as  of  December 31, 1999 and 1998, and the results of its operations
and  its  cash flows for the years then ended in conformity with  generally
accepted accounting principles.

In  accordance with GOVERNMENT AUDITING STANDARDS, we have also issued  our
report dated February 29, 2000 on our consideration of Marionville Seniors,
L.P.'s  internal  control over financial reporting and  our  tests  of  its
compliance with certain provisions of laws and regulations.

Our  audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The Supplemental Letter on pages 14-
16  is  presented for purposes of additional analysis and is not a required
part  of  the  basic  financial  statements.   Such  information  has  been
subjected  to  the auditing procedures applied in the audit  of  the  basic
financial statements and, in our opinion, is fairly stated in all  material
respects in relation to the basic financial statements taken as a whole.

/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants

February 29, 2000

Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE:  918-485-8085
FAX:  918-485-3092

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners
of Cavalry Crossing:

I have audited the accompanying balance sheet of Cavalry Crossing (a Kansas
Limited  Partnership)  as of December 31, 1999 and  1998  and  the  related
statement  of income, partners' equity, and cash flows for the  years  then
ended.   These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

I  conducted  my  audits  in  accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that  I  plan  and
perform  the  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.  I believe
that my audit provides a reasonable basis for my opinion.

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

My  audit  was  made  for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The supplemental  information  is
presented for purposes of additional analysis and is not a required part of
the   basic  financial  statements.   The  supplementary  information,  The
Schedule of Maintenance Expenses has been subjected to the audit procedures
applied  in the audit of the basic financial statements and, in my opinion,
is  fairly  stated  in  all  material respects in  relation  to  the  basic
financial statements taken as a whole.

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  March  15, 2000 on my consideration  of  Cavalry  Crossing's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK  74467
March 15, 2000

Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE:  918-485-8085
FAX:  918-485-3092

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

To the Partners
of Sycamore Landing:

I have audited the accompanying balance sheet of Sycamore Landing (a Kansas
Limited  Partnership)  as of December 31, 1999 and  1998  and  the  related
statement  of income, partners' equity, and cash flows for the  years  then
ended.   These financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these  financial
statements based on my audits.

I  conducted  my  audits  in  accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that  I  plan  and
perform  the  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.  I believe
that my audit provides a reasonable basis for my opinion.

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

My  audit  was  made  for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The supplemental  information  is
presented for purposes of additional analysis and is not a required part of
the   basic  financial  statements.   The  supplementary  information,  The
Schedule of Maintenance Expenses has been subjected to the audit procedures
applied  in the audit of the basic financial statements and, in my opinion,
is  fairly  stated  in  all  material respects in  relation  to  the  basic
financial statements taken as a whole.

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  March  23, 2000 on my consideration  of  Sycamore  Landing's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK  74467
March 23, 2000

Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE:  918-485-8085
FAX:  918-485-3092

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of
Parsons Village:

I  have audited the accompanying balance sheet of Parsons Village (a Kansas
Limited  Partnership)  as of December 31, 1999 and  1998  and  the  related
statements  of operations, partners' equity, and cash flows for  the  years
then  ended.   These  financial statements are the  responsibility  of  the
Company's management. My responsibility is to express an opinion  on  these
financial statements based on my audits.

I  conducted  my  audits  in  accordance with generally  accepted  auditing
standards  and  Government  Auditing Standards issued  by  the  Comptroller
General  of  the United States.  Those standards require that  I  plan  and
perform  the  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.  I believe
that my audit provides a reasonable basis for my opinion.

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

My  audit  was  made  for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The supplemental  information  is
presented for purposes of additional analysis and is not a required part of
the   basic  financial  statements.   The  supplementary  information,  The
Schedule of Maintenance Expenses has been subjected to the audit procedures
applied  in the audit of the basic financial statements and, in my opinion,
is  fairly  stated  in  all  material respects in  relation  to  the  basic
financial statements taken as a whole.

In  accordance  with Government Auditing Standards, I have  also  issued  a
report  dated  March  26,  2000 on my consideration  of  Parsons  Village's
compliance and on internal control over financial reporting.

/s/ Suellen Doubet, CPA
Certified Public Accountant

Wagoner, OK  74467
March 26, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Drive, Suite 220
Savannah, GA 31406
PHONE:  912-354-2334
FAX:  912-354-2443
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners
Brookstone Apartments, L.P.

We  have  audited the accompanying balance sheet of BROOKSTONE  APARTMENTS,
L.P.,  as  of  December  31,  1999 and 1998 and the  related  statement  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

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

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February  28,  2000,  on  our  consideration  of  BROOKSTONE
APARTMENTS, L.P.'s internal control over financial reporting and our  tests
of  its  compliance with certain provisions of laws, regulations, contracts
and  grants.   That  report is an integral part of an  audit  performed  in
accordance  with  Government  Auditing Standards  and  should  be  read  in
conjunction with with report in considering the results of our audit.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial  statements of BROOKSTONE APARTMENTS, L.P.'s taken  as  a  whole.
The supplemental information on pages 9 and 10 is presented for purposes of
additional  analysis  and is not a required part  of  the  basic  financial
statements. Such information has been subjected to the auditing  procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

/s/ David G. Pelliccione, C.P.A., P.C.
Certified Public Accountants
Savannah, Georgia
February 28, 2000

David G. Pelliccione, C.P.A., P.C.
340 Eisenhower Drive, Suite 220
Savannah, GA  31406
PHONE:  912-354-2334
FAX:  912-354-2443
                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To The Partners
Brooks Hollow Apartments, L.P.

We have audited the accompanying balance sheet of BROOKS HOLLOW APARTMENTS,
L.P.,  as  of  December  31, 1999 and 1998 and the  related  statements  of
operations, changes in partners' equity and cash flows for the  years  then
ended.    These  financial  statements  are  the  responsibility   of   the
Partnership's management.  Our responsibility is to express an  opinion  on
these financial statements based on our audit.

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

In  our opinion, the financial statements referred to above present fairly,
in   all  material  respects,  the  financial  position  of  BROOKS  HOLLOW
APARTMENTS, L.P., as of December 31, 1999 and 1998, and the results of  its
operations  and  its cash flows for the year then ended in conformity  with
generally accepted accounting principles.

In  accordance with Government Auditing Standards, we have also issued  our
report  dated  February  28, 2000, on our consideration  of  BROOKS  HOLLOW
APARTMENTS, L.P.'s internal control over financial reporting and our  tests
of  its compliance with certain provlisions of laws, regulations, contracts
and  grants.   That  report is an integral part of an  audit  performed  in
accordance  with  Government  Auditing Standards  and  should  be  read  in
conjunction with this report in considering the results of our audit.

Our  audit  was  made for the purpose of forming an opinion  on  the  basic
financial statements of BROOKS HOLLOW APARTMENTS, L.P., taken as  a  whole.
The supplemental information on pages 9 and 10 is presented for purposes of
additional  analysis  and is not a required part  of  the  basic  financial
statements. Such information has been subjected to the auditing  procedures
applied  in  the  audits  of the basic financial  statements  and,  in  our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

/s/ David G. Pelliccione, C.P.A., P.C.
Certified Public Accountants
Savannah, Georgia
February 28, 2000

Fentress, Brown, CPAs & Associates, LLC
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of                          Rural Development Services
Morningside Villa Limited Partnership       Servicing Office
DBA  Morningside Villa Apartments           Findlay, Ohio
Mansfield, Ohio

We  have  audited  the  accompanying balance sheets  of  Morningside  Villa
Limited   Partnership  (a  limited  partnership),  DBA  Morningside   Villa
Apartments,  Case No. 41-033-341622448, as of December 31, 1999  and  1998,
and  the  related income statements, changes in partners' equity (deficit),
and  cash  flows for the years then ended.  These financial statements  are
the  responsibility of the project's management.  Our responsibility is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Morningside  Villa
Limited  Partnership, DBA Morningside Villa Apartments,  Case  No.  41-033-
341622448,  at  December  31,  1999  and  1998,  and  the  results  of  its
operations, changes in partners' equity (deficit), and cash flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 14, 2000, on our consideration of Morningside  Villa
Limited Partnership's internal control and a report dated January 14, 2000,
on   its   compliance  with  specific  requirements  applicable  to   Rural
Development Services Programs.

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

Worthington, Ohio
January 14, 2000

Fentress, Brown, CPAs & Associates, LLC
6660 North High Street, Suite 3F
Worthington, OH 43085-2537
PHONE:  614-825-0011
FAX:  614-825-0014

                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------
To the Partners of                            Rural Development Services
Kenton Apartments Company Limited Partnership   Servicing Office
DBA  Springbrook Commons                    Findlay, Ohio
Mansfield, Ohio

We  have  audited  the  accompanying balance sheets  of  Kenton  Apartments
Company  Limited  Partnership  (a  limited  partnership),  DBA  Springbrook
Commons, Case No. 41-033-0382999141, as of December 31, 1999 and 1998,  and
the  related  income statement, changes in partners' equity (deficit),  and
cash  flows for the years then ended.  These financial statements  are  the
responsibility  of  the  project's management.  Our  responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Kenton  Apartments
Company  Limited  Partnership, DBA Springbrook Commons,  Case  No.  41-033-
0382999141,  at  December  31,  1999 and  1998,  and  the  results  of  its
operations,  changes in partners' equity (deficit),and cash flows  for  the
years   then   ended  in  conformity  with  generally  accepted  accounting
principles.

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 14, 2000, on our consideration of Kenton  Apartments
Company  Limited Partnership's internal control and a report dated  January
14,  2000, on its compliance with specific requirements applicable to Rural
Development Services Programs.

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

Worthington, Ohio
January 14, 2000

Burrus, Paul & Turnbull, CPAs
1230 Crestar Bank Bldg.
Norfolk, VA 23510-2276
PHONE:  757-623-3236
FAX:  757-627-8603

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

To the Partners
Lovingston Ridge
(A Limited Partnership)
Yorktown, Virginia

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

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

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



/s/ Burrus, Paul & Turnbull CPAs
Certified Public Accountants

February 8, 2000

Henderson & Godbee, P.C.
3488 N. Valdosta Rd.-P.O. Box 2241
Valdosta, GA  31604-2241
PHONE:  912-245-6040
FAX:  912-245-1669

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

To the Partners
Mt. Vernon Rental Housing, L.P.
Valdosta, Georgia

We  have  audited  the  accompanying balance sheets of  Mt.  Vernon  Rental
Housing,  L.P.  (a limited partnership), Federal ID No. 58-1965613,  as  of
December 31, 1999 and 1998, and the related statements of income, partners'
equity  and cash flows for the year then ended.  These financial statements
are the responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

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

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

In  accordance  with Government Auditing Standards, we have also  issued  a
report  dated  January 24, 2000 on our consideration of Mt.  Vernon  Rental
Housing,  L.P.'s internal control structure and a report dated January  24,
2000 on its compliance with laws and regulations.

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

January 24, 2000

Item 9.  Disagreements on Accounting and Financial Disclosures

  None.

                            PART III

Item 10.  Directors and Executive Officers of Gateway

   Gateway  has no directors or executive officers.  Gateway's affairs  are
managed   and   controlled  by  the  Managing  General  Partner.    Certain
information  concerning the directors and officers of the Managing  General
Partner are set forth below.

Raymond James Tax Credit Funds, Inc. - Managing General Partner

   Raymond James Tax Credit Funds, Inc. is the Managing General Partner and
is  responsible  for decisions pertaining to the acquisition  and  sale  of
Gateway's  interests in the Project Partnerships and other matters  related
to  the business operations of Gateway.  The officers and directors of  the
Managing General Partner are as follows:

  Ronald  M.  Diner, age 56, is President and a Director.  He is  a  Senior
  Vice  President  of Raymond James & Associates, Inc., with  whom  he  has
  been  employed  since June 1983.  Mr. Diner received an MBA  degree  from
  Columbia  University (1968) and a BS degree from Trinity College  (1966).
  Prior to joining Raymond James & Associates, Inc., he managed the broker-
  dealer   activities  of  Pittway  Real  Estate,  Inc.,  a   real   estate
  development  firm.   He was previously a loan officer at  Marine  Midland
  Realty  Credit Corp., and spent three years with Common, Dann  &  Co.,  a
  New  York  regional investment firm.  He has served as a  member  of  the
  Board  of  Directors of the Council for Rural Housing and Development,  a
  national   organization  of  developers,  managers  and  syndicators   of
  properties developed under the RECD Section 515 program, and is a  member
  of  the  Board of Directors of the Florida Council for Rural Housing  and
  Development.   Mr. Diner  has been a speaker and panel  member  at  state
  and national seminars relating to the low-income housing credit.

  J. Davenport Mosby, age 44, is a Vice President and a Director.  He is  a
  Senior  Vice  President  of  Raymond James & Associates,  Inc.  which  he
  joined  in  1982.   Mr. Mosby received an MBA from the  Harvard  Business
  School  (1982).   He graduated magna cum laude with a BA from  Vanderbilt
  University where he was elected to Phi Beta Kappa.

  Teresa  L. Barnes, age 53, is a Vice President.  Ms. Barnes is  a  Senior
  Vice  President of Raymond James & Associates, Inc., which she joined  in
  1969.

  Sandra L. Furey, age 37, is Secretary, Treasurer.  Ms. Furey has  been
  employed  by Raymond James & Associates, Inc. since 1980 and currently
  serves as Closing Administrator for the Gateway Tax Credit Funds.


Raymond James Partners, Inc. -

   Raymond  James  Partners, Inc. has been formed to  act  as  the  general
partner, with affiliated corporations, in limited partnerships sponsored by
Raymond  James Financial, Inc.  Raymond James Partners, Inc. is  a  general
partner  for  purposes  of  assuring that Gateway  and  other  partnerships
sponsored  by affiliates have sufficient net worth to meet the minimum  net
worth requirements of state securities administrators.

   Information  regarding  the  officers and  directors  of  Raymond  James
Partners,  Inc. is included on page 68 of the Prospectus under the  section
captioned  "Management"  (consisting  of  pages  66  through  69   of   the
Prospectus) which is incorporated herein by reference.


Item 11.  Executive Compensation

  Gateway has no directors or officers.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

   Neither  of  the  General  Partners own any  units  of  the  outstanding
securities of Gateway as of March 31, 1999.  Ronald M. Diner, President  of
Raymond James Tax Credit Funds, Inc. owns 5 units of Series 7.  None of the
other directors and officers own any units of the outstanding securities of
Gateway as of March 31, 2000.

   Gateway  is  a  Limited Partnership and therefore does not  have  voting
shares of stock.  To the knowledge of Gateway, no person owns of record  or
beneficially, more than 5% of Gateway's outstanding units.

Item 13.  Certain Relationships and Related Transactions

   Gateway has no officers or directors.  However, under the terms  of  the
public offering, various kinds of compensation and fees are payable to  the
General  Partners and its affiliates during the organization and operations
of  Gateway.  Additionally, the General Partners will receive distributions
from  Gateway  if  there  is  cash available for distribution  or  residual
proceeds as defined in the Partnership Agreement.  The amounts and kinds of
compensation  and  fees are described on pages 24 to 26 of  the  Prospectus
under  the caption "Management Compensation", which is incorporated  herein
by reference.

  The Payable to General Partners primarily represents the asset management
fees  owed  to  the  General Partners at the end  of  the  period.   It  is
unsecured,  due  on demand and, in accordance with the limited  partnership
agreement,  non-interest bearing.  Within the next 12 months, the  Managing
General  Partner does not intend to demand payment on the portion of  Asset
Management Fees payable classified as long-term on the Balance Sheet.

    The   Payable   to  Project  Partnerships  represents  unpaid   capital
contributions  to the Project Partnerships and will be paid  after  certain
performance  criteria are met.  Such contributions are in turn  payable  to
the general partners of the Project Partnerships.

  For the periods ended March 31, 2000, 1999, and 1998 the General Partners
and affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:

 Asset Management Fee - The Managing General Partner is entitled to receive
an  annual asset management fee equal to the greater of (i) $2,000 for each
limited  partnership in which Gateway invests, as adjusted by the  Consumer
Price  Index  or (ii) 0.275% of Gateway's gross proceeds from the  sale  of
limited  partnership interests.  In either event (i) or (ii),  the  maximum
amount  may  not  exceed  0.2%  of the aggregate  cost  (Gateway's  capital
contribution plus Gateway's share of the Properties' mortgage) of Gateway's
interest  in  properties  owned  by the Project  Partnerships.   The  asset
management  fee will be paid only after all other expenses of Gateway  have
been paid.  These fees are included in the Statement of Operations.
                         2000               1999                1998
                         ----               ----                ----
Series 7                   $  87,952          $  88,207           $  88,433
Series 8                      91,655             91,933              92,191
Series 9                      50,319             50,458              50,592
Series 10                     34,309             34,427              34,101
Series 11                     28,465             27,721              27,281
                           ---------          ---------           ---------
Total                      $ 292,700          $ 292,746           $ 292,598
                           =========          =========           =========

  General  and  Administrative Expenses - The Managing General  Partner  is
reimbursed  for  general  and administrative  expenses  of  Gateway  on  an
accountable   basis.   This  expense  is  included  in  the  Statement   of
Operations.

                         2000               1999                1998
                         ----               ----                ----
Series 7                   $  14,609          $  13,177           $  14,380
Series 8                      16,108             14,528              15,855
Series 9                       8,991              8,109               8,849
Series 10                      5,619              5,068               5,531
Series 11                      4,495              4,054               4,424
                           ---------          ---------           ---------
Total                      $  49,822          $  44,936           $  49,039
                           =========          =========           =========


                            PART IV

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

    a.(1)   Financial  Statements  - see accompanying  index  to  financial
statements, Item 8.

 (2)  Financial Statement Schedules -

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

 (3)Exhibit Index -


Table
Number

Page
1.1      Form  of  Dealer Manager Agreement, including Soliciting
         Dealer Agreement
1.2      Form  of  Escrow  Agreement between Gateway  Tax  Credit
         Fund III Ltd. and First Union National Bank
3.1      The form of Partnership Agreement of the Partnership  is
         included as Exhibit "A" to the Prospectus
3.1.1    Certificate  of  Limited  Partnership  of  Gateway   Tax
         Credit Fund III Ltd.
3.2      Articles  of  Incorporation of Raymond  James  Partners,
         Inc.
3.2.1    Bylaws of Raymond James Partners, Inc.*
3.3      Articles  of Incorporation of Raymond James  Tax  Credit
         Funds, Inc.
3.3.1    Bylaws of Raymond James Tax Credit Funds, Inc.
3.4      Amended  and  Restated Agreement of Limited  Partnership
         of Nottingham Apartments, Ltd.
3.5      Amended  and  Restated Agreement of Limited  Partnership
         of Cedar Hollow Apartments Limited Partnership
3.6      Amended  and  Restated Agreement of Limited  Partnership
         of Sunrise I Apartments Limited Partnership
5.1      Legality  opinion  of Riden, Earle &  Kiefner,  P.A.  is
         included in Exhibit 8.1
8.1      Tax opinion and consent of Riden, Earle & Kiefner, P.A.
24.1     The consent of Spence, Marston, Bunch, Morris & Co.
24.1.1   The  consent of Spence, Marston, Bunch, Morris & Co.  to
         all   references  made  to  them  in  the   Registration
         Statement  and  the inclusion therein of  the  financial
         statements of Raymond James Tax Credit Funds,  Inc.  and
         Raymond  James Partners, Inc. for the fiscal year  ended
         September 25, 1992
24.1.2   The  consent of Spence, Marston, Bunch, Morris & Co.  to
         all   references  made  to  them  in  the   Registration
         Statement  and  the inclusion therein of  the  financial
         statements of Raymond James Tax Credit Funds,  Inc.  and
         Raymond  James Partners, Inc. for the fiscal year  ended
         September  25,  1992 and the Registrant for  the  period
         ended March 31, 1992
24.4     The  consent  of  Riden, Earle, &  Kiefner,  PA  to  all
         references made to them in the Prospectus included as  a
         part  of  the  Registration  Statement  of  Gateway  Tax
         Credit  Fund  III  Ltd., and all amendments  thereto  is
         included in their opinions filed as Exhibit 8.1  to  the
         Registration Statement.
28.1     Table  VI  (Acquisition  of Properties  by  Program)  of
         Appendix   II  to  Industry  Guide  5,  Preparation   of
         Registration  Statements Relating to Interests  in  Real
         Estate Limited Partnerships


*  Included  with  Form S-11, Registration No. 33-44238 and amendments  and
   supplements  thereto previously filed with the Securities  and  Exchange
   Commission.

b. Reports filed on Form 8-K - NONE


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 7
Apartment Properties
                                                          Mortgage Loan
Partnership           Location             # of Units        Balance
-----------           --------             ----------     -------------

Nottingham            Pisgah, AL             18                     587,501
Cedar Hollow          Waterloo, NE           24                     763,421
Sunrise               Mission, SD            44                   2,033,655
Mountain City         Mountain City, TN      40                   1,319,620
Burbank               Falls City, NE         24                     807,217
Washington            Bloomfield, NE         24                     800,691
BrookStone            McCaysville, GA        40                   1,207,546
Tazewell              New Tazewell, TN       44                   1,408,525
N. Irvine             Irvine, KY             24                     793,461
Horton                Horton, KS             24                     770,437
Manchester            Manchester, GA         42                   1,214,043
Waynesboro            Waynesboro, GA         24                     678,000
Lakeland II           Lakeland, GA           30                     837,542
Mt. Vernon            Mt. Vernon, GA         24                     746,070
Meadow Run            Dawson, GA             48                   1,439,201
Spring Creek II       Quitman, GA            24                     673,692
Warm Springs          Warm Springs, GA       22                     677,811
Blue Ridge            Blue Ridge, GA         41                   1,100,626
Walnut                Elk Point, SD          24                     824,787
Pioneer               Mountain View, AR      48                   1,211,927
Dilley                Dilley, TX             28                     725,812
Elsa                  Elsa, TX               40                   1,040,340
Clinch View           Gate City, VA          42                   1,469,249
Jamestown             Jamestown, TN          40                   1,227,441
Leander               Leander, TX            36                     918,740
Louisa Sr.            Louisa, KY             36                   1,201,005
Orchard Commons       Crab Orchard, KY       12                     361,974
Vardaman              Vardaman, MS           24                     735,124
Heritage Park         Paze, AZ               32                   1,247,937
BrooksHollow          Jasper, GA             40                   1,190,762
Cavalry Crossing      Ft. Scott, KS          40                   1,423,298
Carson City           Carson City, KS        24                     793,354
Matteson              Capa, KS               24                     767,184
Pembroke              Pembroke, KY           16                     516,086
Robynwood             Cynthiana, KY          24                     788,073
Atoka                 Atoka, OK              24                     685,005
Coalgate              Coalgate, OK           24                     684,140
Hill Creek            West Blocton, AL       24                     782,074
Cardinal              Mountain Home. AR      32                     156,799
                                                               ------------
                                                                $36,610,170
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 7
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Nottingham                    21,070             695,113                884
Cedar Hollow                  25,000             889,355             21,557
Sunrise                       30,000             837,000          1,652,939
Mountain City                 67,000           1,345,826            179,882
Burbank                       25,000             595,780            379,962
Washington                    30,000             401,435            538,874
BrookStone                    45,000             176,183          1,238,804
Tazewell                      75,000             834,811            784,649
N. Irvine                     27,600             696,407            295,222
Horton                        15,615             641,460            275,465
Manchester                    40,000             243,179          1,192,250
Waynesboro                    45,310             107,860            664,328
Lakeland II                   30,000             149,453            830,194
Mt. Vernon                    19,500             156,335            724,691
Meadow Run                    20,000             241,802          1,483,038
Spring Creek II               40,000             117,323            651,152
Warm Springs                  45,000             196,691            581,636
Blue Ridge                         0             234,193          1,104,950
Walnut                        20,000             112,079            874,780
Pioneer                       30,000           1,092,918            219,571
Dilley                        30,000             847,755             11,296
Elsa                          40,000           1,286,910             13,571
Clinch View                   99,000             409,447          1,266,074
Jamestown                     53,800             436,875          1,007,289
Leander                       46,000           1,063,200              5,134
Louisa Sr.                    90,000             449,409            965,250
Orchard Commons               28,789             452,556            (1,684)
Vardaman                      15,000              93,877            796,817
Heritage Park                199,000           1,243,700            115,943
BrooksHollow                  67,155             183,029          1,188,736
Cavalry Crossing              82,300             894,246            797,946
Carson City                   86,422             354,778            516,658
Matteson                      28,438             556,314            353,098
Pembroke                      22,000             190,283            411,021
Robynwood                     35,000             315,110            661,574
Atoka                         16,000             819,334                  0
Coalgate                      22,500             806,005                  0
Hill Creek                    29,337             622,291            316,600
Cardinal                      24,207             650,852            106,377
                         -----------        ------------       ------------
                         $ 1,666,043        $ 21,441,174        $22,226,528
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 7
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Nottingham                    21,070             695,997            717,067
Cedar Hollow                  27,097             908,815            935,912
Sunrise                       30,000           2,489,939          2,519,939
Mountain City                 67,000           1,525,708          1,592,708
Burbank                       37,000             963,742          1,000,742
Washington                    53,933             916,376            970,309
BrookStone                    45,000           1,414,987          1,459,987
Tazewell                      75,000           1,619,460          1,694,460
N. Irvine                     27,600             991,629          1,019,229
Horton                        15,615             916,925            932,540
Manchester                    49,455           1,425,974          1,475,429
Waynesboro                    34,500             782,998            817,498
Lakeland II                   29,600             980,047          1,009,647
Mt. Vernon                    19,500             881,026            900,526
Meadow Run                    40,000           1,704,840          1,744,840
Spring Creek II               30,000             778,475            808,475
Warm Springs                  20,000             803,327            823,327
Blue Ridge                         0           1,339,143          1,339,143
Walnut                        62,700             944,159          1,006,859
Pioneer                       34,414           1,308,075          1,342,489
Dilley                        30,000             859,051            889,051
Elsa                          40,000           1,300,481          1,340,481
Clinch View                   99,000           1,675,521          1,774,521
Jamestown                     53,800           1,444,164          1,497,964
Leander                      133,549             980,785          1,114,334
Louisa Sr.                    90,000           1,414,659          1,504,659
Orchard Commons               28,789             450,872            479,661
Vardaman                      15,000             890,694            905,694
Heritage Park                199,000           1,359,643          1,558,643
BrooksHollow                  67,000           1,371,920          1,438,920
Cavalry Crossing              84,118           1,690,374          1,774,492
Carson City                   40,028             917,830            957,858
Matteson                      39,000             898,850            937,850
Pembroke                      22,000             601,304            623,304
Robynwood                     35,000             976,684          1,011,684
Atoka                         16,000             819,334            835,334
Coalgate                      22,500             806,005            828,505
Hill Creek                    29,337             938,891            968,228
Cardinal                      24,207             757,229            781,436
                         -----------        ------------       ------------
                          $1,787,812         $43,545,933        $45,333,745
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 7
Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Nottingham                                148,568                  5.0-40.0
Cedar Hollow                              184,343                  7.0-40.0
Sunrise                                   624,003                  5.0-27.5
Mountain City                             422,120                  7.0-27.5
Burbank                                   228,099                  5.0-30.0
Washington                                258,222                  5.0-30.0
BrookStone                                315,117                  5.0-27.5
Tazewell                                  438,591                  7.0-27.5
N. Irvine                                 184,278                  5.0-40.0
Horton                                    273,996                  5.0-25.0
Manchester                                308,218                  5.0-25.0
Waynesboro                                173,996                 10.0-30.0
Lakeland II                               227,706                 10.0-30.0
Mt. Vernon                                175,170                  5.0-30.0
Meadow Run                                371,965                  7.0-27.5
Spring Creek II                           172,352                 10.0-30.0
Warm Springs                              196,317                  5.0-40.0
Blue Ridge                                324,690                  5.0-25.0
Walnut                                    210,882                  5.0-40.0
Pioneer                                   272,571                 12.0-40.0
Dilley                                    128,302                  5.0-50.0
Elsa                                      238,564                  7.0-50.0
Clinch View                               439,807                  7.0-27.5
Jamestown                                 392,638                  7.0-27.5
Leander                                   306,458                  7.0-30.0
Louisa Sr.                                294,488                  5.0-40.0
Orchard Commons                           101,762                  5.0-40.0
Vardaman                                  163,527                  5.0-40.0
Heritage Park                             400,302                  7.0-27.5
BrooksHollow                              293,895                  5.0-27.5
Cavalry Crossing                          318,118                 12.0-40.0
Carson City                               253,037                  7.0-27.5
Matteson                                  258,278                  7.0-27.5
Pembroke                                  126,679                  5.0-40.0
Robynwood                                 197,822                  5.0-40.0
Atoka                                     238,542                  5.0-25.0
Coalgate                                  241,125                  5.0-25.0
Hill Creek                                197,832                  7.0-27.5
Cardinal                                   89,016                  7.0-27.5
                                      -----------
                                      $10,191,396
                                      ===========

GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 8
Apartment Properties
                                                           Mortgage Loan
Partnership           Location              # of Units        Balance
-----------           --------              ----------     -------------

Purdy                 Purdy, MO                16                   464,187
Galena                Galena, KS               24                   612,026
Antlers 2             Antlers, OK              24                   646,281
Holdenville           Holdenville, OK          24                   733,138
Wetumka               Wetumka, OK              24                   667,574
Mariners Cove         Marine City, MI          32                 1,041,948
Mariners Cove Sr.     Marine City, MI          24                   806,984
Antlers               Antlers, OK              36                 1,097,931
Bentonville           Bentonville, AR          24                   597,487
Deerpoint             Elgin, AL                24                   761,091
Aurora                Aurora, MO               28                   731,420
Baxter                Baxter Springs, KS       16                   433,216
Arbor Gate            Bridgeport, AL           24                   761,413
Timber Ridge          Collinsville, AL         24                   739,975
Concordia Sr.         Concordia, KS            24                   689,420
Mountainburg          Mountainburg, AR         24                   720,120
Lincoln               Pierre, SD               25                   892,256
Fox Ridge             Russellville, AL         24                   747,717
Meadow View           Bridgeiport, NE          16                   595,029
Sheridan              Auburn, NE               16                   614,146
Morningside           Kenton, OH               32                   979,130
Grand Isle            Grand Isle, ME           16                   944,757
Meadowview            Van Buren, AR            29                   784,856
Taylor                Taylor, TX               44                 1,256,975
Brookwood             Gainesboro, TN           44                 1,478,467
Pleasant Valley       Lynchburg, TN            33                 1,106,152
Reelfoot              Ridgely, TN              20                   661,845
River Rest            Newport, TN              34                 1,153,143
Kirskville            Kirksville, MO           24                   686,711
Cimmaron              Arco, ID                 24                   837,636
Kenton                Kenton, OH               46                 1,436,657
Lovingston            Lovingston, VA           64                 2,248,529
Pontotoc              Pontotoc, MS             36                 1,108,184
So. Brenchley         Rexburg, ID              30                 1,243,956
Hustonville           Hustonville, KY          16                   528,728
Northpoint            Jackson, KY              24                   902,337
Brooks Field          Louisville, GA           32                   960,633
Brooks Lane           Clayton, GA              36                 1,108,036
Brooks Point          Dahlonega, GA            41                 1,373,716
Brooks Run            Jasper, GA               24                   762,462
Logan Heights         Russellville, KY         24                   788,022
Lakeshore 2           Tuskegee, AL             36                 1,156,874
Cottondale            Cottondale, FL           25                   766,373
                                                               ------------
                                                                $38,627,538
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 8
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------
Purdy                         64,823             493,596             12,532
Galena                        19,200             362,505            368,881
Antlers 2                     26,000             761,859                  0
Holdenville                   15,000             877,598                  0
Wetumka                       19,977             792,876                  0
Mariners Cove                117,192           1,134,974             18,221
Mariners Cove Sr.             72,252             901,745             12,615
Antlers                       50,529           1,270,510                  0
Bentonville                   15,220             743,269                  0
Deerpoint                     33,250             912,974           (13,750)
Aurora                       164,350             716,471              6,036
Baxter                        13,800             418,296            100,989
Arbor Gate                    43,218             873,748              1,337
Timber Ridge                  15,145             879,334              1,148
Concordia Sr.                 65,000             776,131           (14,742)
Mountainburg                  20,000             863,990                  0
Lincoln                      121,000             933,872             59,403
Fox Ridge                     35,000             867,785                  0
Meadow View                   29,000             686,959              2,765
Sheridan                      20,100             373,018            359,369
Morningside                   31,163           1,152,691              3,743
Grand Isle                    20,000           1,180,210            (2,126)
Meadowview                    40,000             954,717                  0
Taylor                       105,335           1,185,923            239,509
Brookwood                     28,148           1,780,090              2,359
Pleasant Valley               56,269           1,288,452              5,616
Reelfoot                      13,000             118,127            683,441
River Rest                    50,750             431,259            921,416
Kirskville                    50,000             188,140            593,352
Cimmaron                      18,000             611,963            471,776
Kenton                        61,699             785,703            923,562
Lovingston                   178,985           2,215,782            331,431
Pontotoc                      40,500             312,296            973,317
So. Brenchley                 99,658             492,781            956,234
Hustonville                   20,000             672,270              3,335
Northpoint                   140,000             942,599              2,466
Brooks Field                  45,762             113,295          1,012,766
Brooks Lane                   57,500             123,401          1,167,290
Brooks Point                 108,000             135,053          1,414,638
Brooks Run                    50,000             158,025            715,789
Logan Heights                 24,600             422,778            504,352
Lakeshore 2                   45,000             273,501          1,097,384
Cottondale                    36,000             911,975                344
                         -----------        ------------       ------------
                          $2,280,425         $32,092,541        $12,936,798
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 8
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----
Purdy                         65,351             505,600            570,951
Galena                        82,599             667,987            750,586
Antlers 2                     26,000             761,859            787,859
Holdenville                   15,000             877,598            892,598
Wetumka                       19,977             792,876            812,853
Mariners Cove                122,656           1,147,731          1,270,387
Mariners Cove Sr.             78,918             907,694            986,612
Antlers                       50,529           1,270,510          1,321,039
Bentonville                   15,220             743,269            758,489
Deerpoint                     19,500             912,974            932,474
Aurora                       165,130             721,727            886,857
Baxter                        45,275             487,810            533,085
Arbor Gate                    43,218             875,085            918,303
Timber Ridge                  15,145             880,482            895,627
Concordia Sr.                 65,000             761,389            826,389
Mountainburg                  20,000             863,990            883,990
Lincoln                      132,188             982,087          1,114,275
Fox Ridge                     35,000             867,785            902,785
Meadow View                   29,000             689,724            718,724
Sheridan                      32,300             720,187            752,487
Morningside                   31,163           1,156,434          1,187,597
Grand Isle                    20,000           1,178,084          1,198,084
Meadowview                    40,000             954,717            994,717
Taylor                       105,335           1,425,432          1,530,767
Brookwood                     28,148           1,782,449          1,810,597
Pleasant Valley               56,269           1,294,068          1,350,337
Reelfoot                      13,827             800,741            814,568
River Rest                    52,062           1,351,363          1,403,425
Kirskville                    50,000             781,492            831,492
Cimmaron                       6,000           1,095,739          1,101,739
Kenton                        61,699           1,709,265          1,770,964
Lovingston                   194,772           2,531,426          2,726,198
Pontotoc                      40,500           1,285,613          1,326,113
So. Brenchley                 99,658           1,449,015          1,548,673
Hustonville                   20,000             675,605            695,605
Northpoint                   140,000             945,065          1,085,065
Brooks Field                  45,761           1,126,062          1,171,823
Brooks Lane                   57,500           1,290,691          1,348,191
Brooks Point                 108,000           1,549,691          1,657,691
Brooks Run                    50,366             873,448            923,814
Logan Heights                 24,600             927,130            951,730
Lakeshore 2                   45,000           1,370,885          1,415,885
Cottondale                    36,000             912,319            948,319
                         -----------        ------------       ------------
                          $2,404,666         $44,905,098        $47,309,764
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 8
Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Purdy                                     188,108                  7.0-27.5
Galena                                    219,439                  7.0-27.5
Antlers 2                                 222,303                  5.0-25.0
Holdenville                               242,088                  5.0-25.0
Wetumka                                   220,627                  5.0-25.0
Mariners Cove                             316,287                  7.0-27.5
Mariners Cove Sr.                         245,858                  7.0-27.5
Antlers                                   335,851                 10.0-25.0
Bentonville                               231,796                  5.0-25.0
Deerpoint                                 152,285                  5.0-50.0
Aurora                                    255,526                  7.0-27.5
Baxter                                    141,802                  7.0-27.5
Arbor Gate                                157,076                  5.0-40.0
Timber Ridge                              160,994                  5.0-40.0
Concordia Sr.                             205,768                  5.0-25.0
Mountainburg                              237,454                  5.0-25.0
Lincoln                                   235,513                  7.0-27.5
Fox Ridge                                 135,406                  5.0-50.0
Meadow View                               176,610                  5.0-30.0
Sheridan                                  139,058                  5.0-50.0
Morningside                               244,226                  5.0-33.0
Grand Isle                                337,109                  7.0-27.5
Meadowview                                248,226                  5.0-25.0
Taylor                                    178,767                  5.0-50.0
Brookwood                                 442,208                  5.0-50.0
Pleasant Valley                           333,501                  5.0-50.0
Reelfoot                                  185,334                  7.0-27.5
River Rest                                308,197                  7.0-50.0
Kirskville                                190,006                  5.0-27.5
Cimmaron                                  242,952                  7.0-27.5
Kenton                                    318,894                  5.0-33.0
Lovingston                                637,584                  7.0-27.5
Pontotoc                                  174,656                  5.0-40.0
So. Brenchley                             342,204                  7.0-27.5
Hustonville                               116,015                  5.0-40.0
Northpoint                                170,122                  5.0-40.0
Brooks Field                              210,704                  5.0-40.0
Brooks Lane                               244,730                  5.0-40.0
Brooks Point                              278,964                  5.0-40.0
Brooks Run                                171,353                  5.0-40.0
Logan Heights                             162,757                  7.0-40.0
Lakeshore 2                               183,493                  5.0-40.0
Cottondale                                169,548                  5.0-27.5
                                      -----------
                                      $10,111,399
                                      ===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 9
Apartment Properties
                                                          Mortgage Loan
Partnership            Location             # of Units       Balance
-----------            --------             ----------    -------------

Jay                    Jay, OK                24                    656,657
Boxwood                Lexington, TX          24                    627,669
Stilwell 3             Stilwell, OK           16                    471,865
Arbor Trace            Lake Park, GA          24                    746,189
Arbor Trace 2          Lake Park, GA          42                  1,467,007
Omega                  Omega, GA              36                  1,140,437
Cornell 2              Watertown, SD          24                    928,874
Elm Creek              Pierre, SD             24                    960,784
Marionville            Marionville, MO        20                    569,235
Lamar                  Lamar, AR              24                    721,405
Mt. Glen               Heppner, OR            24                    833,817
Centreville            Centreville, AL        24                    793,818
Skyview                Troy, AL               36                  1,141,182
Sycamore               Coffeyville, KS        40                  1,423,424
Bradford               Cumberland, KY         24                    795,943
Cedar Lane             London, KY             24                    746,208
Stanton                Stanton, KY            24                    808,594
Abernathy              Abernathy, TX          24                    631,755
Pembroke               Pembroke, KY           24                    803,253
Meadowview             Greenville, AL         24                    652,718
Town Branch            Mt. Vernon, KY         24                    779,756
Fox Run                Ragland, AL            24                    783,256
Maple Sreet            Emporium, PA           32                  1,372,031
Manchester             Manchester, GA         18                    594,174
                                                               ------------
                                                                $20,450,051
                                                               ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 9
Apartment Properties
                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Jay                           30,000             103,524            677,073
Boxwood                       22,273             718,529             30,137
Stilwell 3                    15,567              82,347            489,218
Arbor Trace                   62,500             185,273            670,585
Arbor Trace 2                100,000             361,210          1,345,224
Omega                         35,000             188,863          1,183,441
Cornell 2                     29,155             576,296            547,375
Elm Creek                     71,360             233,390            878,506
Marionville                   24,900             409,497            262,582
Lamar                         18,000             202,240            684,085
Mt. Glen                      23,500             480,064            555,442
Centreville                   36,000             220,952            716,883
Skyview                      120,000             220,161          1,069,796
Sycamore                      64,408             415,748          1,303,315
Bradford                      66,000             285,025            704,607
Cedar Lane                    49,750             952,314            (6,783)
Stanton                       41,584             959,574                  0
Abernathy                     30,000             751,898                  0
Pembroke                      43,000             955,687                  0
Meadowview                    46,270           1,086,351              1,597
Town Branch                   21,000             942,114             21,296
Fox Run                       47,467             919,296              4,275
Maple Sreet                   85,000           1,178,856            437,336
Manchester                    24,100             711,035              2,390
                         -----------        ------------       ------------
                          $1,106,834         $13,140,244        $11,578,380
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 9
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Jay                           25,000             785,597            810,597
Boxwood                       22,273             748,666            770,939
Stilwell 3                    10,000             577,132            587,132
Arbor Trace                   62,500             855,858            918,358
Arbor Trace 2                100,000           1,706,434          1,806,434
Omega                         35,000           1,372,304          1,407,304
Cornell 2                     86,281           1,066,545          1,152,826
Elm Creek                    128,817           1,054,439          1,183,256
Marionville                   88,439             608,540            696,979
Lamar                         18,000             886,325            904,325
Mt. Glen                      23,500           1,035,506          1,059,006
Centreville                   36,000             937,835            973,835
Skyview                      120,000           1,289,957          1,409,957
Sycamore                      64,600           1,718,871          1,783,471
Bradford                      66,000             989,632          1,055,632
Cedar Lane                    49,750             945,531            995,281
Stanton                       41,584             959,574          1,001,158
Abernathy                     30,000             751,898            781,898
Pembroke                      43,000             955,687            998,687
Meadowview                    46,270           1,087,948          1,134,218
Town Branch                   21,000             963,410            984,410
Fox Run                       47,467             923,571            971,038
Maple Sreet                   85,000           1,616,192          1,701,192
Manchester                    27,200             710,325            737,525
                         -----------        ------------       ------------
                          $1,277,681         $24,547,777        $25,825,458
                         ===========        ============       ============

GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 9
Apartment Properties

Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Jay                                       196,622                  5.0-25.0
Boxwood                                   204,473                  5.0-25.0
Stilwell 3                                145,552                  5.0-25.0
Arbor Trace                               143,924                 10.0-30.0
Arbor Trace 2                             286,743                 10.0-30.0
Omega                                     255,752                  5.0-50.0
Cornell 2                                 277,801                  5.0-30.0
Elm Creek                                 283,137                  5.0-27.5
Marionville                               187,546                  7.0-27.5
Lamar                                     228,624                  5.0-25.0
Mt. Glen                                  252,167                  7.0-27.5
Centreville                               215,829                  5.0-40.0
Skyview                                   176,042                  5.0-40.0
Sycamore                                  250,288                 12.0-40.0
Bradford                                  164,970                  5.0-40.0
Cedar Lane                                186,896                  5.0-40.0
Stanton                                   189,202                  5.0-40.0
Abernathy                                 197,423                  5.0-25.0
Pembroke                                  163,661                  7.0-40.0
Meadowview                                141,303                  5.0-40.0
Town Branch                               143,217                  7.0-40.0
Fox Run                                   180,061                  7.0-27.5
Maple Sreet                               233,276                  7.0-40.0
Manchester                                132,534                  5.0-27.5
                                      -----------
                                       $4,837,043
                                      ===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 10
Apartment Properties
                                                           Mortgage Loan
Partnership         Location                 # of Units       Balance
-----------         --------                 ----------    -------------

Redstone            Challis, ID                 24                  852,258
Albany              Albany, KY                  24                  786,093
Oak Terrace         Bonifay, FL                 18                  547,616
Wellshill           West Liberty, KY            32                1,088,320
Applegate           Florence, AL                36                1,114,105
Heatherwood         Alexander City, AL          36                  905,764
Peachtree           Gaffney, SC                 28                1,009,775
Donna               Donna, TX                   50                1,436,942
Wellsville          Wellsville, NY              24                1,071,161
Tecumseh            Tecumseh, NE                24                  871,850
Clay City           Clay City, KY               24                  817,496
Irvine West         Irvine, KY                  24                  814,173
New Castle          New Castle, KY              24                  811,232
Stigler             Stigler, OK                 20                  596,948
Courtyard           Huron, SD                   21                  649,707
                                                               ------------
                                                                $13,373,440
                                                               ============

                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Redstone                      24,000             747,591            353,905
Albany                        39,500             990,162                  0
Oak Terrace                   27,200             633,284              3,813
Wellshill                     75,000           1,270,844                  0
Applegate                    125,000           1,467,675            243,267
Heatherwood                   55,000           1,551,679              2,382
Peachtree                     25,000           1,021,466                  0
Donna                        112,000           1,661,889              6,187
Wellsville                    38,000           1,286,389             10,621
Tecumseh                      20,000           1,038,151             14,759
Clay City                     22,750             998,334              2,465
Irvine West                   25,000           1,060,585              3,219
New Castle                    40,575             971,520              9,421
Stigler                       24,000             730,056                  0
Courtyard                     12,000             465,936            289,904
                         -----------        ------------       ------------
                            $665,025         $15,895,561           $939,943
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 10
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Redstone                       7,600           1,117,896          1,125,496
Albany                        39,500             990,162          1,029,662
Oak Terrace                   27,200             637,097            664,297
Wellshill                     75,000           1,270,844          1,345,844
Applegate                    125,000           1,710,942          1,835,942
Heatherwood                   55,000           1,554,061          1,609,061
Peachtree                     25,000           1,021,466          1,046,466
Donna                        112,000           1,668,076          1,780,076
Wellsville                    38,000           1,297,010          1,335,010
Tecumseh                      20,000           1,052,910          1,072,910
Clay City                     22,750           1,000,799          1,023,549
Irvine West                   25,000           1,063,804          1,088,804
New Castle                    40,575             980,941          1,021,516
Stigler                       24,000             730,056            754,056
Courtyard                     71,331             696,509            767,840
                         -----------        ------------       ------------
                            $707,956         $16,792,573        $17,500,529
                         ===========        ============       ============


Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Redstone                                  261,510                  7.0-27.5
Albany                                    191,707                  5.0-40.0
Oak Terrace                               132,239                  5.0-27.5
Wellshill                                 205,985                  5.0-40.0
Applegate                                 219,293                  5.0-40.0
Heatherwood                               208,223                  5.0-40.0
Peachtree                                 148,917                  5.0-40.0
Donna                                     196,244                  7.0-50.0
Wellsville                                304,814                  7.0-27.5
Tecumseh                                  155,119                  5.0-50.0
Clay City                                 152,610                  5.0-40.0
Irvine West                               161,117                  5.0-40.0
New Castle                                144,059                  5.0-40.0
Stigler                                   117,699                  5.0-25.0
Courtyard                                 136,286                  5.0-40.0
                                      -----------
                                       $2,735,822
                                      ===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999

SERIES 11
Apartment Properties
                                                           Mortgage Loan
Partnership         Location                # of Units        Balance
-----------         --------                ----------     -------------

Homestead           Pinetop, AZ                32                 1,322,595
Mountain Oak        Collinsville, AL           24                   691,982
Eloy                Eloy, AZ                   24                   649,386
Gila Bend           Gila Bend, AZ              36                   975,395
Creekstone          Dallas, GA                 40                 1,023,955
Tifton              Tifton, GA                 36                   953,518
Cass Towne          Cartersville, GA           10                   144,417
Warsaw              Warsaw, VA                 56                 2,681,103
Royston             Royston, GA                25                   748,370
Red Bud             Mokane, MO                 8                    240,157
Cardinal            Mountain Home, AR          32                   102,295
Parsons             Parsons, KS                38                 1,097,732
                                                               ------------
                                                                $10,630,905
                                                               ============


                              Cost At Acquisition
                             --------------------
                                                          Net Improvements
                                         Buildings,         Capitalized
                                        Improvements       Subsequent to
Partnership                Land         and Equipment       Acquisition
-----------                ----         -------------     ----------------

Homestead                    126,000           1,628,502                636
Mountain Oak                  30,000             473,033            376,391
Eloy                          12,000             882,913             34,719
Gila Bend                     18,000             945,233            311,414
Creekstone                   130,625             170,655          1,707,324
Tifton                        17,600             192,853          1,496,433
Cass Towne                    22,690             301,458              1,672
Warsaw                       146,800           3,200,738           (22,772)
Royston                       36,000             785,602            114,304
Red Bud                        5,500             295,617                  0
Cardinal                      15,793             424,616             69,400
Parsons                       45,188             953,512            346,135
                         -----------        ------------       ------------
                            $606,196         $10,254,732         $4,435,656
                         ===========        ============       ============


GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999


SERIES 11
Apartment Properties
                        Gross Amount At Which Carried At December 31, 1999
                                       --------------------
                                         Buildings,
                                        Improvements
Partnership                Land         and Equipment          Total
-----------                ----         -------------          -----

Homestead                    126,000           1,629,138          1,755,138
Mountain Oak                  30,000             849,424            879,424
Eloy                          12,000             917,632            929,632
Gila Bend                     18,000           1,256,647          1,274,647
Creekstone                   130,650           1,877,954          2,008,604
Tifton                        17,327           1,689,559          1,706,886
Cass Towne                    22,690             303,130            325,820
Warsaw                       146,800           3,177,966          3,324,766
Royston                       36,000             899,906            935,906
Red Bud                        5,500             295,617            301,117
Cardinal                      15,793             494,016            509,809
Parsons                       38,437           1,306,398          1,344,835
                         -----------        ------------       ------------
                            $599,197         $14,697,387        $15,296,584
                         ===========        ============       ============



Partnership              Accumulated Depreciation      Depreciable Life
-----------              ------------------------      ----------------

Homestead                                 235,829                  5.0-40.0
Mountain Oak                              170,593                  5.0-27.5
Eloy                                      175,575                  5.0-27.5
Gila Bend                                 249,968                  5.0-40.0
Creekstone                                287,381                  7.0-27.5
Tifton                                    175,897                  5.0-25.0
Cass Towne                                 41,780                  7.0-27.5
Warsaw                                    517,979                  7.0-27.5
Royston                                   130,269                  7.0-40.0
Red Bud                                    33,564                  7.0-40.0
Cardinal                                   58,074                  7.0-27.5
Parsons                                   141,098                 12.0-40.0
                                      -----------
                                       $2,218,007
                                      ===========


SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

SERIES 7

Balance at beginning of period -
December 31, 1998                                              $ 45,255,035
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                                 0
  Improvements, etc.                            78,710
  Other                                              0
                                             ---------               78,710

 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0
                                             ---------                    0
                                                                -----------

Balance at end of period -
December 31, 1999                                              $ 45,333,745
                                                               ============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                              $  8,688,651

  Current year expense                                            1,502,758
  Less Accumulated Depreciation of
real estate sold                                                          0
  Other                                                                (13)
                                                                -----------

Balance at end of period -
December 31, 1999                                              $ 10,191,396
                                                               ============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 8
Balance at beginning of period -
December 31, 1998                                              $ 47,254,226
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            57,672
  Improvements, etc.                                 0
  Other                                              0
                                               -------
                                                                     57,672
 Deductions during period:
  Cost of real estate sold                       2,134
  Other                                              0
                                               -------
                                                                      2,134
                                                                 ----------
Balance at end of period -
December 31, 1999                                              $ 47,309,764
                                                               ============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                              $  8,013,045

  Current year expense                                            2,100,488
  Less Accumulated Depreciation of
real estate sold                                                    (2,134)
  Other                                                                   0
                                                                 ----------
Balance at end of period -
December 31, 1999                                              $ 10,111,399
                                                               ============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 9
Balance at beginning of period -
December 31, 1998                                             $ 25,793,892
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            31,637
  Improvements, etc.                                 0
  Other                                              0
                                               -------
                                                                    31,637
 Deductions during period:
  Cost of real estate sold                          71
  Other                                              0
                                               -------
                                                                      (71)
                                                                ----------
Balance at end of period -
December 31, 1999                                             $ 25,825,458
                                                              ============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                              $  3,996,265

  Current year expense                                              840,849
  Less Accumulated Depreciation of
real estate sold                                                          0
  Other                                                                (71)
                                                                -----------
Balance at end of period -
December 31, 1999                                              $  4,837,043
                                                               ============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 10
Balance at beginning of period -
December 31, 1998                                             $ 17,478,671
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            21,858
  Improvements, etc.                                 0
  Other                                              0
                                              --------
                                                                    21,858
 Deductions during period:
  Cost of real estate sold                           0
  Other                                              0
                                              --------
                                                                         0
                                                                ----------
Balance at end of period -
December 31, 1999                                             $ 17,500,529
                                                              ============
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                              $  2,238,601

  Current year expense                                              497,246
  Less Accumulated Depreciation of
real estate sold                                                          0
  Other                                                                (25)
                                                                -----------
Balance at end of period -
December 31, 1999                                              $  2,735,822
                                                               ============

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1999
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III

Series 11
Balance at beginning of period -
December 31, 1998                                              $ 15,273,764
 Additions during period:
  Acquisitions through foreclosure                   0
  Other acquisitions                            64,294
  Improvements, etc.                                 0
  Other                                              0
                                              --------
                                                                     64,294
 Deductions during period:
  Cost of real estate sold                      41,474
  Other                                              0
                                              --------
                                                                   (41,474)
                                                                -----------
Balance at end of period -
December 31, 1999                                              $ 15,296,584
                                                                ===========
Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period -
December 31, 1998                                              $  1,745,395

  Current year expense                                              514,086
  Less Accumulated Depreciation of
real estate sold                                                   (41,474)
  Other                                                                   0
                                                                  ---------
Balance at end of period -
December 31, 1999                                              $  2,218,007
                                                                ===========

GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 7
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Nottingham                 18          587,501     7.75%     4,041       50
Cedar Hollow               24          763,421     7.75%     5,115       50
Sunrise                    44        2,033,655     7.25%    12,842       50
Mountain City              40        1,319,620     7.75%     8,853       50
Burbank                    24          807,217     8.25%     5,725       50
Washington                 24          800,691     8.25%     5,674       50
BrookStone                 40        1,207,546     6.50%     6,970       50
Tazewell                   44        1,408,525     7.25%     8,916       50
N. Irvine                  24          793,461     7.75%     5,311       50
Horton                     24          770,437     7.75%     5,160       50
Manchester                 42        1,214,043     6.50%     6,991       50
Waynesboro                 24          678,000     6.50%     3,899       50
Lakeland II                30          837,542     7.25%     5,290       50
Mt. Vernon                 24          746,070     6.50%     4,294       50
Meadow Run                 48        1,439,201     6.50%     8,284       50
Spring Creek II            24          673,692     6.50%     3,835       50
Warm Springs               22          677,811     7.25%     4,276       50
Blue Ridge                 41        1,100,626     7.25%     2,372       50
Walnut                     24          824,787     7.75%     5,528       50
Pioneer                    48        1,211,927     8.25%     8,516       50
Dilley                     28          725,812     8.25%     5,143       50
Elsa                       40        1,040,340     7.75%     6,976       50
Clinch View                42        1,469,249     8.75%    11,046       50
Jamestown                  40        1,227,441     7.25%     7,770       50
Leander                    36          918,740     7.75%     6,755       50
Louisa Sr.                 36        1,201,005     7.25%     7,622       50
Orchard Commons            12          361,974     7.75%     2,676       50
Vardaman                   24          735,124     7.25%     4,634       50
Heritage Park              32        1,247,937     7.75%     8,360       50
BrooksHollow               40        1,190,762     6.50%     6,854       50
Cavalry Crossing           40        1,423,298     7.75%     9,545       50
Carson City                24          793,354     7.25%     5,005       50
Matteson                   24          767,184     7.25%     4,845       50
Pembroke                   16          516,086     7.25%     3,296       50
Robynwood                  24          788,073     7.25%     5,078       50
Atoka                      24          685,005     7.25%     4,392       50
Coalgate                   24          684,140     7.25%     4,384       50
Hill Creek                 24          782,074     6.50%     4,491       50
Cardinal                   32          156,799     6.50%       948       50
                                    ----------
                                   $36,610,170
                                   ===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 8
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Purdy                      16          464,187     7.75%     5,242       50
Galena                     24          612,026     7.25%     6,410       50
Antlers 2                  24          646,281     7.25%     4,174       50
Holdenville                24          733,138     6.50%     4,267       50
Wetumka                    24          667,574     6.50%     3,911       50
Mariners Cove              32        1,041,948     7.25%     6,572       50
Mariners Cove Sr.          24          806,984     7.25%     5,105       50
Antlers                    36        1,097,931     7.25%     6,938       50
Bentonville                24          597,487     7.75%     4,835       45
Deerpoint                  24          761,091     7.75%     5,250       50
Aurora                     28          731,420     7.25%     7,652       50
Baxter                     16          433,216     6.50%     4,086       50
Arbor Gate                 24          761,413     6.50%     4,380       50
Timber Ridge               24          739,975     7.25%     4,679       50
Concordia Sr.              24          689,420     6.50%     3,963       50
Mountainburg               24          720,120     6.50%     4,162       50
Lincoln                    25          892,256     8.25%     6,330       50
Fox Ridge                  24          747,717     7.25%     4,732       50
Meadow View                16          595,029     7.25%     3,757       50
Sheridan                   16          614,146     8.25%     3,527       50
Morningside                32          979,130     7.25%     6,177       50
Grand Isle                 16          944,757     8.25%     6,703       50
Meadowview                 29          784,856     7.25%     5,243       39
Taylor                     44        1,256,975     7.50%     7,223       50
Brookwood                  44        1,478,467     6.50%     8,499       50
Pleasant Valley            33        1,106,152     7.25%     6,978       50
Reelfoot                   20          661,845     7.25%     4,234       50
River Rest                 34        1,153,143     7.25%     7,256       50
Kirskville                 24          686,711     7.25%     4,320       50
Cimmaron                   24          837,636    10.75%     4,905       50
Kenton                     46        1,436,657     7.25%     9,045       50
Lovingston                 64        2,248,529     7.00%    12,917       50
Pontotoc                   36        1,108,184     7.25%     6,927       50
So. Brenchley              30        1,243,956     7.25%     7,728       50
Hustonville                16          528,728     6.50%     3,062       50
Northpoint                 24          902,337     7.25%     5,700       50
Brooks Field               32          960,633     7.25%     6,046       50
Brooks Lane                36        1,108,036     7.25%     6,954       50
Brooks Point               41        1,373,716     7.25%     8,613       50
Brooks Run                 24          762,462     7.25%     4,786       50
Logan Heights              24          788,022     7.25%     4,960       50
Lakeshore 2                36        1,156,874     7.75%     7,716       50
Cottondale                 25          766,373     7.75%     5,115       50
                                    ----------
                                   $38,627,538
                                   ===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 9
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Jay                        24          656,657     7.25%     4,167       50
Boxwood                    24          627,669     6.50%     3,666       50
Stilwell 3                 16          471,865     7.25%     3,038       50
Arbor Trace                24          746,189     7.25%     4,700       50
Arbor Trace 2              42        1,467,007     7.25%     9,235       50
Omega                      36        1,140,437     7.25%     7,193       50
Cornell 2                  24          928,874     7.25%     5,862       50
Elm Creek                  24          960,784     7.25%     6,060       50
Marionville                20          569,235     6.50%     5,308       50
Lamar                      24          721,405     7.25%     4,593       50
Mt. Glen                   24          833,817     6.50%     4,797       50
Centreville                24          793,818     7.25%     4,998       50
Skyview                    36        1,141,182     7.25%     7,199       50
Sycamore                   40        1,423,424     7.25%     8,979       50
Bradford                   24          795,943     7.03%     5,008       50
Cedar Lane                 24          746,208     6.50%     4,383       50
Stanton                    24          808,594     7.25%     5,120       50
Abernathy                  24          631,755     6.50%     3,673       50
Pembroke                   24          803,253     7.25%     5,070       50
Meadowview                 24          652,718     0.50%     3,006       20
Town Branch                24          779,756     7.25%     4,973       50
Fox Run                    24          783,256     6.50%     4,510       50
Maple Street               32        1,372,031     7.25%     8,632       50
Manchester                 18          594,174     7.25%     3,740       50
                                     ---------
                                   $20,450,051
                                   ===========


GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1999

SERIES 10
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Redstone                   24          852,258     6.50%     4,905       50
Albany                     24          786,093     6.50%     4,570       50
Oak Terrace                18          547,616     6.50%     3,150       50
Wellshill                  32        1,088,320     7.25%     6,843       50
Applegate                  36        1,114,105     0.50%     4,937       20
Heatherwood                36          905,764     0.50%     4,301       20
Peachtree                  28        1,009,775     7.25%     6,379       50
Donna                      50        1,436,942     6.50%     8,252       50
Wellsville                 24        1,071,161     6.50%     6,316       50
Tecumseh                   24          871,850     7.25%     5,481       50
Clay City                  24          817,496     7.25%     5,158       50
Irvine West                24          814,173     7.25%     5,137       50
New Castle                 24          811,232     7.25%     5,131       50
Stigler                    20          596,948     7.25%     3,764       50
Courtyard                  21          649,707     6.50%     3,729       50
                                     ---------
                                   $13,373,440
                                   ===========



SERIES 11
                                                           MONTHLY
                        # OF                    INTEREST      DEBT     TERM
PARTNERSHIP             UNITS          BALANCE      RATE   SERVICE  (YEARS)
-----------             -----          -------  --------   -------   ------
Homestead                  32        1,322,595     6.50%     7,411       50
Mountain Oak               24          691,982     8.00%     2,745       50
Eloy                       24          649,386     6.00%     3,460       50
Gila Bend                  36          975,395     8.00%     6,428       50
Creekstone                 40        1,023,955    11.00%     5,235       30
Tifton                     36          953,518     0.00%     2,077       42
Cass Towne                 10          144,417     3.00%     1,417       10
Warsaw                     56        2,681,103     6.50%    15,387       50
Royston                    25          748,370     6.75%     4,414       50
Red Bud                     8          240,157     7.25%     1,458       50
Cardinal                   32          102,295     6.50%     1,348       50
Parsons                    38        1,097,732     8.00%     6,243       50
                                     ---------
                                   $10,630,905
                                   ===========

                           SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934,  this
report has been signed by the following persons on behalf of the Registrant  and
in the capacities and on the dates indicated.


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





Date: July 14, 2000        By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date: July 14, 2000        By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer

                           SIGNATURES


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


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




Date: July 14, 2000        By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date: July 14, 2000        By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer