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 REQUIRES)

For the fiscal year ended             March 31, 1997    

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: (813)573-3800

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

Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class:  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 Park 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, 1997 
Limited Partnership Interest                                 2,201
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

<PAGE>
                                          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, 1997,
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, 1997, 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 Rural
Economic and Community Development) ("RECD") under Section 515
of the Housing Act of 1949.  These mortgage loans are made at
low interest rates for multi-family housing in rural and
suburban areas, with the requirement that the interest savings
be passed on to low income tenants in the form of lower rents. 
A significant portion of the project partnerships also receive
rental assistance from RECD to subsidize certain qualifying
tenants.  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,
1997 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 8.7% of the Series' total balance sheet assets,
Series 8 is 4.2%, Series 9 is 11.4%, Series 10 is 18.3% and
Series 11 is 19.9%.  The following table provides certain
summary information regarding the Project Partnerships in
which Gateway had an interest as of December 31, 1996:
<PAGE>
Item 2 - Properties (continued):


SERIES 7

                              Location                # of           Date
Partnership                   of Property            Units       Acquired

Nottingham                    Pisgah, AL               18            6/92
Cedar Hollow                  Waterloo, NE             24            7/92
Sunrise                       Mission, SD              44            7/92
Mountain City                 Mountain City, TN        40            8/92
Burbank                       Falls City, NE           24            8/92
Washington                    Bloomfield, NE           24            9/92
BrookStone                    McCaysville, GA          40            9/92
Tazewell                      New Tazewell, TN         44            9/92
N. Irvine                     Irvine, KY               24            9/92
Horton                        Horton, KS               24            9/92
Manchester                    Manchester, GA           42            9/92
Waynesboro                    Waynesboro, GA           24            9/92
Lakeland II                   Lakeland, GA             30            9/92
Mt. Vernon                    Mt. Vernon, GA           24            9/92
Meadow Run                    Dawson, GA               48            9/92
Spring Creek II               Quitman, GA              24            9/92
Warm Springs                  Warm Springs, GA         22            9/92
Blue Ridge                    Blue Ridge, GA           41            9/92
Walnut                        Elk Point, SD            24            9/92
Pioneer                       Mountain View, AR        48            9/92
Dilley                        Dilley, TX               28            9/92
Elsa                          Elsa, TX                 40            9/92
Clinch View                   Gate City, VA            42            9/92
Jamestown                     Jamestown, TN            40            9/92
Leander                       Leander, TX              36            9/92
Louisa Sr.                    Louisa, KY               36            9/92
Orchard Commons               Crab Orchard, KY         12            9/92
Vardaman                      Vardaman, MS             24            9/92
Heritage Park                 Paze, AZ                 32            9/92
BrooksHollow                  Jasper, GA               40            9/92
Cavalry Crossing              Ft. Scott, KS            40            9/92
Carson City                   Carson City, KS          24           11/92
Matteson                      Capa, KS                 24           11/92
Pembroke                      Pembroke, KY             16           12/92
Robynwood                     Cynthiana, KY            24           12/92
Atoka                         Atoka, OK                24            1/93
Coalgate                      Coalgate, OK             24            1/93
Hill Creek                    West Blocton, AL         24           11/93
Cardinal                      Mountain Home, AR        32           11/93
                                                    ----- 
Total                                               1,195 

An average effective rental per unit is $3,196 per year ($266
per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 8
                              Location                # of           Date
Partnership                   of Property            Units       Acquired

Purdy                         Purdy, MO                16           12/92
Galena                        Galena, KS               24           12/92
Antlers 2                     Antlers, OK              24            1/93
Holdenville                   Holdenville, OK          24            1/93
Wetumka                       Wetumka, OK              24            1/93
Mariners Cove                 Marine City, MI          32            1/93
Mariners Cove Sr.             Marine City, MI          24            1/93
Antlers                       Antlers, OK              36            3/93
Bentonville                   Bentonville, AR          24            3/93
Deerpoint                     Elgin, AL                24            3/93
Aurora                        Aurora, MO               28            3/93
Baxter                        Baxter Spgs, KS          16            4/93
Arbor Gate                    Bridgeport, AL           24            5/93
Timber Ridge                  Collinsville, AL         24            5/93
Concordia Sr.                 Concordia, KS            24            5/93
Mountainburg                  Mountainburg, AR         24            6/93
Lincoln                       Pierre, SD               25            5/93
Fox Ridge                     Russellville, AL         24            6/93
Meadow View                   Bridgeport, NE           16            6/93
Sheridan                      Auburn, NE               16            6/93
Morningside                   Kenton, OH               32            6/93
Grand Isle                    Grand Isle, ME           16            6/93
Meadowview                    Van Buren, AR            29            8/93
Taylor                        Taylor, TX               44            9/93
Brookwood                     Gainesboro, TN           44            9/93
Pleasant Valley               Lynchburg, TN            33            9/93
Reelfoot                      Ridgely, TN              20            9/93
River Rest                    Newport, TN              34            9/93
Kirskville                    Kirksville, MO           24            9/93
Cimmaron                      Arco, ID                 24            9/93
Kenton                        Kenton, OH               46            9/93
Lovingston                    Lovingston, VA           64            9/93
Pontotoc                      Pontotoc, MS             36           10/93
So. Brenchley                 Rexburg, ID              30           10/93
Hustonville                   Hustonville, KY          16           10/93
Northpoint                    Jackson, KY              24           10/93
Brooks Field                  Louisville, GA           32           10/93
Brooks Lane                   Clayton, GA              36           10/93
Brooks Point                  Dahlonega, GA            41           10/93
Brooks Run                    Jasper, GA               24           10/93
Logan Heights                 Russellville, KY         24           11/93
Lakeshore 2                   Tuskegee, AL             36           12/93
Cottondale                    Cottondale, FL           25            1/94
                                                    ----- 
Total                                               1,207 

An average effective rental per unit is $3,077 per year ($256
per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 9

                              Location                # of           Date
Partnership                   of Property            Units       Acquired

Jay                           Jay, OK                  24            9/93
Boxwood                       Lexington, TX            24            9/93
Stilwell 3                    Stilwell, OK             16            9/93
Arbor Trace                   Lake Park, GA            24           11/93
Arbor Trace 2                 Lake Park, GA            42           11/93
Omega                         Omega, GA                36           11/93
Cornell 2                     Watertown, SD            24           11/93
Elm Creek                     Pierre, SD               24           11/93
Marionville                   Marionville, MO          20           11/93
Lamar                         Lamar, AR                24           12/93
Mt. Glen                      Heppner, OR              24           12/93
Centreville                   Centreville, AL          24           12/93
Skyview                       Troy, AL                 36           12/93
Sycamore                      Coffeyville, KS          40           12/93
Bradford                      Cumberland, KY           24           12/93
Cedar Lane                    London, KY               24           12/93
Stanton                       Stanton, KY              24           12/93
Abernathy                     Abernathy, TX            24            1/94
Pembroke                      Pembroke, KY             24            1/94
Meadowview                    Greenville, AL           24            2/94
Town Branch                   Mt. Vernon, KY           24           12/93
Fox Run                       Ragland, AL              24            3/94
Maple Street                  Emporium, PA             32            3/94
Manchester                    Manchester, GA           18            5/94
                                                    ----- 
Total                                                 624 

An average effective rental per unit is $3,175 per year ($265
per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 10

                              Location                # of           Date
Partnership                   of Property            Units       Acquired

Redstone                      Challis, ID              24           11/93
Albany                        Albany, KY               24            1/94
Oak Terrace                   Bonifay, FL              18            1/94
Wellshill                     West Liberty, KY         32            1/94
Applegate                     Florence, AL             36            2/94
Heatherwood                   Alexander, AL            36            2/94
Peachtree                     Gaffney, SC              28            3/94
Donna                         Donna, TX                50            1/94
Wellsville                    Wellsville, NY           24            2/94
Tecumseh                      Tecumseh, NE             24            4/94
Clay City                     Clay City, KY            24            5/94
Irvine West                   Irvine, KY               24            5/94
New Castle                    New Castle, KY           24            5/94
Stigler                       Stigler, OK              20            7/94
Courtyard                     Huron, SD                21            8/94
                                                    ----- 
Total                                                 409 

An average effective rental per unit is $3,278 per year ($273
per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 11

                              Location                # of           Date
Partnership                   of Property            Units       Acquired

Homestead                     Pinetop, AZ              32            9/94
Mountain Oak                  Collinsville, AL         24            9/94
Eloy                          Eloy, AZ                 24           11/94
Gila Bend                     Gila Bend, AZ            36           11/94
Creekstone                    Dallas, GA               40           12/94
Tifton                        Tifton, GA               36           12/94
Cass Towne                    Cartersville, GA         10           12/94
Warsaw                        Warsaw, VA               56           12/94
Royston                       Royston, GA              25           12/94
Red Bud                       Mokane, MO                8           12/94
Cardinal                      Mountain Home, AR        32           12/94
Parsons                       Parsons, KS              38           12/94
                                                    ----- 
Total                                                 361 

An average effective rental per unit is $3,588 per year ($299
per month).
<PAGE>
Item 2 - Properties (continued):

SERIES 7
                                   12/31/96                         12/31/96
                                   Property                        Occupancy
Partnership                            Cost                             Rate
-----------                        --------                        ---------

Nottingham                     $   716,377                           100%
Cedar Hollow                       918,178                            96%
Sunrise                          2,507,527                            96%
Mountain City                    1,598,106                           100%
Burbank                            976,571                           100%
Washington                         962,213                            79%
BrookStone                       1,457,196                            95%
Tazewell                         1,702,313                           100%
N. Irvine                        1,018,407                            92%
Horton                             932,540                           100%
Manchester                       1,473,065                            98%
Waynesboro                         815,851                           100%
Lakeland II                      1,009,647                            97%
Mt. Vernon                         900,526                            88%
Meadow Run                       1,745,633                            92%
Spring Creek II                    808,475                            96%
Warm Springs                       820,758                            91%
Blue Ridge                       1,334,613                           100%
Walnut                             994,095                            96%
Pioneer                          1,321,056                           100%
Dilley                             889,051                           100%
Elsa                             1,339,404                            98%
Clinch View                      1,777,152                            98%
Jamestown                        1,497,964                           100%
Leander                          1,113,770                           100%
Louisa Sr.                       1,504,659                           100%
Orchard Commons                    479,661                           100%
Vardaman                           905,694                            83%
Heritage Park                    1,545,788                           100%
BrooksHollow                     1,435,132                           100%
Cavalry Crossing                 1,744,913                           100%
Carson City                        957,011                           100%
Matteson                           932,298                            96%
Pembroke                           623,304                            94%
Robynwood                        1,011,684                            88%
Atoka                              835,334                           100%
Coalgate                           828,505                            96%
Hill Creek                         956,253                           100%
Cardinal                           777,266                           100%
                               ----------- 
                               $45,167,990 


<PAGE>
Item 2 - Properties (continued):

SERIES 8
                                   12/31/96                      12/31/96
                                   Property                     Occupancy
Partnership                           Cost                           Rate
-----------                      ----------                     ---------

Purdy                          $   560,795                            88%
Galena                             744,657                            92%
Antlers 2                          787,859                            96%
Holdenville                        892,598                           100%
Wetumka                            812,853                           100%
Mariners Cove                    1,259,644                            94%
Mariners Cove Sr.                  984,269                            96%
Antlers                          1,321,039                            86%
Bentonville                        758,489                            96%
Deerpoint                          932,474                            88%
Aurora                             882,656                           100%
Baxter                             523,747                           100%
Arbor Gate                         917,357                            88%
Timber Ridge                       894,673                            75%
Concordia Sr.                      826,389                           100%
Mountainburg                       883,990                           100%
Lincoln                          1,072,849                            96%
Fox Ridge                          902,786                            96%
Meadow View                        717,120                            81%
Sheridan                           742,346                            75%
Morningside                      1,183,854                            97%
Grand Isle                       1,200,210                            69%
Meadowview                         994,717                           100%
Taylor                           1,530,768                           100%
Brookwood                        1,809,271                           100%
Pleasant Valley                  1,346,228                           100%
Reelfoot                           814,568                           100%
River Rest                       1,403,425                           100%
Kirskville                         831,492                           100%
Cimmaron                         1,078,559                            96%
Kenton                           1,761,734                            91%
Lovingston                       2,720,846                           100%
Pontotoc                         1,326,113                            94%
So. Brenchley                    1,548,673                            97%
Hustonville                        693,139                            94%
Northpoint                       1,082,599                           100%
Brooks Field                     1,171,823                           100%
Brooks Lane                      1,345,861                           100%
Brooks Point                     1,653,820                           100%
Brooks Run                         923,814                           100%
Logan Heights                      951,730                            83%
Lakeshore 2                      1,414,562                            94%
Cottondale                         948,319                            96%
                               ----------- 
                               $47,154,715 


<PAGE>
Item 2 - Properties (continued):                          

SERIES 9
                                   12/31/96                      12/31/96
                                   Property                     Occupancy
Partnership                            Cost                          Rate
-----------                        --------                     ---------

Jay                            $   810,597                            79%
Boxwood                            770,939                           100%
Stilwell 3                         587,132                            88%
Arbor Trace                        918,358                           100%
Arbor Trace 2                    1,806,435                            95%
Omega                            1,407,304                            97%
Cornell 2                        1,134,003                            96%
Elm Creek                        1,155,148                           100%
Marionville                        695,428                           100%
Lamar                              904,325                            92%
Mt. Glen                         1,056,711                            92%
Centreville                        972,881                           100%
Skyview                          1,393,679                            94%
Sycamore                         1,758,312                           100%
Bradford                         1,055,632                           100%
Cedar Lane                         995,281                           100%
Stanton                          1,001,158                           100%
Abernathy                          781,898                           100%
Pembroke                           998,687                           100%
Meadowview                       1,133,592                            92%
Town Branch                        984,410                           100%
Fox Run                            966,763                           100%
Maple Street                     1,697,719                           100%
Manchester                         735,135                            78%
                               ----------- 
                               $25,721,527 


<PAGE>
Item 2 - Properties (continued):

SERIES 10
                                   12/31/96                      12/31/96
                                   Property                     Occupancy
Partnership                            Cost                          Rate
-----------                        --------                     ---------

Redstone                       $ 1,094,016                            92%
Albany                           1,029,662                            96%
Oak Terrace                        661,663                           100%
Wellshill                        1,345,844                           100%
Applegate                        1,833,911                            97%
Heatherwood                      1,607,378                           100%
Peachtree                        1,046,466                           100%
Donna                            1,776,522                           100%
Wellsville                       1,332,613                           100%
Tecumseh                         1,059,426                            75%
Clay City                        1,021,084                            96%
Irvine West                      1,086,338                            92%
New Castle                       1,019,050                            88%
Stigler                            754,056                           100%
Courtyard                          763,178                           100%
                               ----------- 
                               $17,431,207 


<PAGE>
Item 2 - Properties (continued):                          

SERIES 11
                                   12/31/96                      12/31/96
                                   Property                     Occupancy
Partnership                            Cost                          Rate
-----------                        --------                     ---------

Homestead                      $ 1,754,502                           100%
Mountain Oak                       879,424                            67%
Eloy                               891,926                            96%
Gila Bend                        1,274,647                            94%
Creekstone                       2,008,604                            93%
Tifton                           1,674,451                            94%
Cass Towne                         324,320                           100%
Warsaw                           3,352,880                           100%
Royston                            932,820                           100%
Red Bud                            301,117                           100%
Cardinal                           507,089                           100%
Parsons                          1,317,171                           100%
                               ----------- 
                               $15,218,951 


<PAGE>
Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:
                                                        December 31, 1996
                                                 SERIES 7          SERIES 8 

Land                                          $ 1,615,119       $ 1,978,810 
Land Improvements                                  87,542           411,365 
Buildings                                      42,053,147        43,294,684 
Furniture and Fixtures                          1,412,182         1,469,856 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            45,167,990        47,154,715 
Less:  Accumulated Depreciation                 5,712,059         4,790,218 
                                              -----------       ----------- 
Properties, Net                               $39,455,931       $42,364,497 
                                              ===========       =========== 

                                                        December 31, 1995
                                                 SERIES 7          SERIES 8 

Land                                          $ 1,615,119       $ 1,978,810 
Land Improvements                                 177,159           409,921 
Buildings                                      41,501,608        43,293,853 
Furniture and Fixtures                          1,412,943         1,435,197 
Construction in Progress                          330,777                 0 
                                              -----------       ----------- 
Properties, at Cost                            45,037,606        47,117,781 
Less:  Accumulated Depreciation                 4,103,029         3,146,594 
                                              -----------       ----------- 
Properties, Net                               $40,934,577       $43,971,187 
                                              ===========       =========== 

                                                        December 31, 1994
                                                 SERIES 7          SERIES 8 

Land                                          $ 1,694,800       $ 1,978,445 
Land Improvements                                 176,189           394,791 
Buildings                                      40,948,015        37,826,063 
Furniture and Fixtures                          1,353,319         1,154,960 
Construction in Progress                           41,500         3,168,850 
                                              -----------       ----------- 
Properties, at Cost                            44,213,823        44,523,109 
Less:  Accumulated Depreciation                 2,547,947         1,637,354 
                                              -----------       ----------- 
Properties, Net                               $41,665,876       $42,885,755 
                                              ===========       =========== <PAGE>
Item 2 - Properties (continued):

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

                                                        December 31, 1996
                                                 SERIES 9         SERIES 10 

Land                                          $ 1,099,659       $   648,625 
Land Improvements                                 174,250            57,572 
Buildings                                      23,548,626        16,312,322 
Furniture and Fixtures                            898,992           412,688 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            25,721,527        17,431,207 
Less:  Accumulated Depreciation                 2,212,706         1,230,341 
                                              -----------       ----------- 
Properties, Net                               $23,508,821       $16,200,866 
                                              ===========       =========== 

                                                        December 31, 1995
                                                 SERIES 9         SERIES 10 

Land                                          $ 1,099,659       $   648,625 
Land Improvements                                 167,424            56,777 
Buildings                                      23,549,661        16,357,696 
Furniture and Fixtures                            888,379           343,848 
Construction in Progress                                0                 0 
                                              -----------       ----------- 
Properties, at Cost                            25,705,123        17,406,946 
Less:  Accumulated Depreciation                 1,301,928           719,972 
                                              -----------       ----------- 
Properties, Net                               $24,403,195       $16,686,974 
                                              ===========       =========== 

                                                        December 31, 1994
                                                 SERIES 9         SERIES 10 

Land                                          $ 1,096,559       $   648,625 
Land Improvements                                 167,424                 0 
Buildings                                      17,796,021        14,993,949 
Furniture and Fixtures                            596,404           252,458 
Construction in Progress                        4,635,580         1,195,992 
                                              -----------       ----------- 
Properties, at Cost                            24,291,988        17,091,024 
Less:  Accumulated Depreciation                   442,224           250,388 
                                              -----------       ----------- 
Properties, Net                               $23,849,764       $16,840,636 
                                              ===========       =========== 
<PAGE>
Item 2 - Properties (continued):



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

                                                        December 31, 1996
                                                SERIES 11             TOTAL 

Land                                          $   599,470      $  5,941,683 
Land Improvements                                       0           730,729 
Buildings                                      14,291,880       139,500,659 
Furniture and Fixtures                            327,601         4,521,319 
Construction in Progress                                0                 0 
                                              -----------      ------------ 
Properties, at Cost                            15,218,951       150,694,390 
Less:  Accumulated Depreciation                   738,925        14,684,249 
                                              -----------      ------------ 
Properties, Net                               $14,480,026      $136,010,141 
                                              ===========      ============ 

                                                        December 31, 1995
                                                SERIES 11             TOTAL 

Land                                          $   606,221      $  5,948,434 
Land Improvements                                       0           811,281 
Buildings                                      13,294,591       137,997,409 
Furniture and Fixtures                            264,287         4,344,654 
Construction in Progress                          535,974           866,751 
                                              -----------      ------------ 
Properties, at Cost                            14,701,073       149,968,529 
Less:  Accumulated Depreciation                   205,821         9,477,344 
                                              -----------      ------------ 
Properties, Net                               $14,495,252      $140,491,185 
                                              ===========      ============ 

                                                        December 31, 1994
                                                SERIES 11             TOTAL 

Land                                          $   334,225      $  5,752,654 
Land Improvements                                       0           738,404 
Buildings                                       2,053,535       113,617,583 
Furniture and Fixtures                             48,000         3,405,141 
Construction in Progress                        2,191,654        11,233,576 
                                              -----------      ------------ 
Properties, at Cost                             4,627,414       134,747,358 
Less:  Accumulated Depreciation                     5,455         4,883,368 
                                              -----------      ------------ 
Properties, Net                               $ 4,621,959      $129,863,990 
                                              ===========      ============ 
<PAGE>
Item 3.  Legal Proceedings

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

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

   As of March 31, 1997, no matters were submitted to a vote of
security holders, through the solicitation of proxies or
otherwise.

                                          PART II

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

    (a)    Gateway's Limited Partnership interests are not
           publicly traded.  There is no market for 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, 1997
Limited Partner Interest                                            2,201
General Partner Interest                                                2
<PAGE>
Item 6.  Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
                                      1997            1996           1995
SERIES 7                              ----            ----           ----
(Inception July 16, 1992)

Total Revenues                  $   43,466     $   54,373     $   64,102 
Net Loss                        (1,026,918)    (1,014,650)    (1,187,932)
Equity in Losses of
  Project Partnerships            (936,184)      (936,257)    (1,118,343)
Total Assets                     5,218,302      6,203,282      7,167,131 
Investments in Project
  Partnerships                   4,483,546      5,464,982      6,022,991 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                     160.60         153.40         140.20 
Portfolio Income (A)                  9.80           9.60           8.90 
Passive Loss (A)                   (113.20)       (121.90)       (131.60)
Net Loss                            (97.81)        (96.63)       (113.14)



                                                     1994           1993 
                                                     ----           ---- 
Total Revenues                                 $   83,225    $    81,865 
Net Loss                                         (837,731)       (96,497)
Equity in Losses of
  Project Partnerships                           (783,073)       (99,078)
Total Assets                                    8,485,924     10,887,894 
Investments in Project
  Partnerships                                  7,343,297      8,304,593 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                                     68.50            .00 
Portfolio Income (A)                                 9.90          17.85 
Passive Loss (A)                                   (95.50)        (34.97)
Net Loss                                           (79.78)        (15.23)

<PAGE>
FOR THE YEARS ENDED MARCH 31,:
                                      1997            1996           1995
SERIES 8                              ----            ----           ----
(Inception January 4, 1993)

Total Revenues                  $   48,637     $   46,431     $   67,069 
Net Loss                        (1,089,189)    (1,201,546)    (1,076,492)
Equity in Losses of
  Project Partnerships            (999,833)    (1,110,855)      (996,606)
Total Assets                     5,451,625      6,480,200      7,853,765 
Investments in Project
  Partnerships                   4,614,122      5,658,160      6,909,627 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                     159.20         143.80         104.62 
Portfolio Income (A)                  8.90           8.00           9.50 
Passive Loss (A)                   (138.30)       (131.60)       (125.50)
Net Loss                           (108.37)       (119.55)       (107.11)


                                                      1994           1993
                                                      ----           ----

Total Revenues                                 $  142,722     $   30,707 
Net Income (Loss)                                (244,729)        21,501 
Equity in Losses of
  Project Partnerships                           (297,929)        (3,411)
Total Assets                                    9,991,144      8,955,971 
Investments in Project
  Partnerships                                  8,229,829      1,873,651 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                                     21.60            .00 
Portfolio Income (A)                                17.10            .00 
Passive Loss (A)                                   (36.20)           .00 
Net Income (Loss)                                  (24.35)         13.73 

<PAGE>
FOR THE YEARS ENDED MARCH 31,:
                                      1997            1996           1995
                                      ----            ----           ----
SERIES 9
(Inception September 30, 1993)

Total Revenues                  $   25,848     $   29,092     $   56,756 
Net Loss                          (557,202)      (504,713)      (290,577)
Equity in Losses of
  Project Partnerships            (506,807)      (458,221)      (271,414)
Total Assets                     4,307,579      4,824,662      5,615,793 
Investments in Project
  Partnerships                   3,848,367      4,397,301      4,901,634 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                     153.30         143.10          50.40 
Portfolio Income (A)                  8.10           8.50          12.30 
Passive Loss (A)                   (108.70)       (102.70)        (61.20)
Net Loss                            (88.20)        (79.90)        (46.00)


                                                      1994           1993
                                                      ----           ----

Total Revenues                                 $   45,037     $        0 
Net Income                                         13,099              0 
Equity in Losses of
  Project Partnerships                            (15,788)             0 
Total Assets                                    6,583,534              0 
Investments in Project
  Partnerships                                  4,825,074              0 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                                       .00            .00 
Portfolio Income (A)                                 4.80            .00 
Passive Loss (A)                                    (4.80)           .00 
Net Income                                           4.15            .00 

<PAGE>
FOR THE YEARS ENDED MARCH 31,:
                                      1997            1996           1995
SERIES 10                             ----            ----           ----
(Inception January 21, 1994)

Total Revenues                  $   24,953     $   27,591     $   62,023 
Net Loss                          (214,923)      (189,034)      (110,564)
Equity in Losses of
  Project Partnerships            (190,191)      (167,857)      (121,762)
Total Assets                     4,006,856      4,203,400      4,537,644 
Investments in Project
  Partnerships                   3,571,518      3,788,041      3,966,411 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                     149.60         139.10          47.40 
Portfolio Income (A)                  8.88           8.80          18.70 
Passive Loss (A)                    (79.00)        (79.80)        (39.30)
Net Loss                            (42.19)        (37.11)        (21.71)


                                                      1994           1993
                                                      ----           ----

Total Revenues                                 $   15,622      $       0 
Net Income                                         10,369              0 
Equity in Losses of
  Project Partnerships                               (309)             0 
Total Assets                                    5,754,711              0 
Investments in Project
  Partnerships                                  2,868,929              0 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                                       .00            .00 
Portfolio Income (A)                                  .00            .00 
Passive Loss (A)                                      .00            .00 
Net Income                                           9.77            .00 
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
                                      1997            1996           1995
SERIES 11                             ----            ----           ----
(Inception April 29, 1994)

Total Revenues                  $   30,465     $   69,130     $  158,326 
Net Income (Loss)                 (196,029)      (108,465)       136,410 
Equity in Losses of
  Project Partnerships            (182,485)      (134,308)        (9,886)
Total Assets                     4,487,039      4,962,767      5,619,288 
Investments in Project
  Partnerships                   4,070,301      4,340,316      3,771,207 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                      57.50          32.70            .00 
Portfolio Income (A)                 11.00          20.70          24.40 
Passive Loss (A)                    (57.50)        (37.60)         (2.40)
Net Income (Loss)                   (37.85)        (20.94)         26.34 


                                                      1994           1993
                                                      ----           ----

Total Revenues                                 $        0    $         0 
Net Loss                                                0              0 
Equity in Losses of
  Project Partnerships                                  0              0 
Total Assets                                            0              0 
Investments in Project
  Partnerships                                          0              0 
Per Weighted Average Limited Partnership Unit:
Tax Credits (A)                                       .00            .00 
Portfolio Income (A)                                  .00            .00 
Passive Loss (A)                                      .00            .00 
Net Loss                                              .00            .00 

(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.
<PAGE>
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.  Project Partnership acquisitions and the status
of project operations are shown on the following table:

                                   As of March 31, 1995
                           Under       Recently          Fully
                       Construction    Completed       Operating         Totals
Series 7                     -             -              38               38 
Series 8                     5             3              35               43
Series 9                     4             1              19               24
Series 10                    3             2              10               15
Series 11                    7             -               2                9

                                   As of March 31, 1996
                           Under       Recently          Fully
                       Construction    Completed       Operating         Totals
Series 7                     -             1              38               39
Series 8                     -             1              42               43
Series 9                     -             -              24               24
Series 10                    -             -              15               15
Series 11                    2             2               8               12

                                   As of March 31, 1997
                           Under       Recently          Fully
                       Construction    Completed       Operating         Totals
Series 7                     -             -              39               39
Series 8                     -             -              43               43
Series 9                     -             -              24               24
Series 10                    -             -              15               15
Series 11                    -             -              12               12

     As disclosed on the statement of operations for each
Series, except as described below, interest income is
comparable for the years ended March 31, 1997, March 31, 1996
and March 31, 1995.  General and Administrative expenses -
General Partner and General and Administrative expenses -
Other for the year ended March 31, 1997 are comparable to
March 31, 1996 and March 31, 1995.

     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, 1997, 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 97% at December 31, 1996.

     Equity in losses of Project Partnerships decreased from
$1,118,343 for the year ended March 31, 1995 to $936,257 for
the year ended March 31, 1996 partially due to a reduction in
depreciation expense for three Project Partnerships' because
of an adjustment in the calculation method.  Equity in losses
of Project Partnerships for the year ended March 31, 1997  of
$936,184 was comparable to the year ended March 31, 1996.  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 $1,625,748, $1,553,899 and
$1,647,762 for the periods ended December 31, 1996, 1995 and
1994, 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.

     A Project Partnership located in Bloomfifeld, Nebraska
experienced significant cash shortages from operations for the
years ending December 31, 1995 and December 31, 1996.  In 1995
the average occupancy rate was 62% and in 1996 the average
occupancy rate was 76%.  An occupancy rate of 90% is required
to breakeven.  This occupancy problem was principally due to
a wage increase at a large local employer which pushed
potential tenant incomes above the compliance levels
established for tax credits.  The management company continues
to make a significant effort to improve occupancy and the
local general partners loaned $60,000 to the Project
Partnership to cover the shortages, in accordance with their
guarantees.  Management does not expect any material adverse
effect to Gateway from this Project Partnership.  

     At March 31, 1997, the Series had $267,980 of short-term
investments (Cash and Cash Equivalents).  It also had $466,776
in Zero Coupon Treasuries with annual maturities providing
$47,000 in fiscal year 1998 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 $1,026,918 for the year ending March 31, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $936,184 and the changes in operating assets
and liabilities, net cash used in operating activities was
$50,721 of which $40,146 was the Asset Management Fee actually
paid.  Cash provided by investing activities totaled $58,919
consisting of $27,181 in cash distributions from the Project
Partnerships and $35,342 from matured Zero Coupon Treasuries. 
There were no unusual events or trends to describe.

     Series 8 - Gateway closed this Series on June 28, 1993
after receiving $9,980,000 from 664 Limited Partner investors. 
As of March 31, 1997, 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, 1996.

     Equity in losses of Project Partnerships increased from
$996,606 for the year ended March 31, 1995 to $1,110,855 for
the year ended March 31, 1996.  This increase was due to
properties moving from the construction and rent-up phases to
becoming fully operational (7 from 1995 to 1996).  Equity in
losses of Project Partnerships for the year ended March 31,
1997 of $999,833 was comparable to the year ended march 31,
1996.  (These Project Partnerships reported depreciation and
amortization of $1,652,936, $1,521,763 and $1,269,512 for the
periods ended December 31, 1996, 1995 and 1994, respectively.) 
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.

     At March 31, 1997, the Series had $396,038 of short-term
investments (Cash and Cash Equivalents).  It also had $441,012
in Zero Coupon Treasuries with annual maturities providing
$42,000 in fiscal year 1998 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 $1,089,189 for the year ending March 31, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $999,833  and the changes in operating assets
and liabilities, net cash used in operating activities was
$36,238 of which $26,810 was the Asset Management Fee actually
paid.  Cash provided by investing activities totaled $137,255
consisting of $29,050 received in cash distributions from the
Project Partnerships, $32,178 from matured Zero Coupon
Treasuries and a collection of the receivable from Project
Partnerships of $75,574.  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 9 - Gateway closed this Series on September 30, 1993
after receiving $6,254,000 from 406 Limited Partner investors. 
As of March 31, 1997, 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 96% at December 31, 1996.

     Equity in losses of Project Partnerships increased from
$271,414 for the year ended March 31, 1995 to $458,221 for the
year ended March 31, 1996 to $506,807 for the year ended March
31, 1997.  These increases were due to properties moving from
the construction phase and rent-up phases to fully operating
phases.  (These Project Partnerships reported depreciation and
amortization of $913,666, $863,953, and $418,865 for the years
ended December 31, 1996, 1995 and 1994, respectively.) 
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.

     At March 31, 1997, the Series had $161,813 of short-term
investments (Cash and Cash Equivalents).  It also had $297,399
in Zero Coupon Treasuries with annual maturities providing
$28,000 in fiscal year 1998 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
net loss of $557,202 for the period ending March 31, 1997. 
After adjusting for Equity in Losses of Project Partnerships
of $506,807 and the changes in operating assets and
liabilities, net cash used in operating activities was $17,325
of which $8,709 was the Asset Management Fee actually paid. 
Cash provided by investing activities totaled $66,886
consisting of $16,934 received in cash distributions from the
Project Partnerships and $23,331 from matured Zero Coupon
Treasuries, collection of $8,545 receivables from Project
Partnerships and $18,076 from the reductions in amounts
invested in two 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.

     Series 10 - Gateway closed this Series on January 21, 1994
after receiving $5,043,000 from 325 Limited Partner investors. 
As of March 31, 1997, 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 96% at December 31, 1996.

     Equity in losses of Project Partnerships increased from
$121,762 for the year ended March 31, 1995 to $167,857 for the
year ended March 31, 1996 to $190,191 for the year ended March
31, 1997 as properties were acquired and placed in service.  
(These Project Partnerships reported depreciation and
amortization of $516,816, $475,696 and $248,379 for the years
ended December 31, 1996, 1995, and 1994 respectively.) 
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.
 
     At March 31, 1997, the Series had $199,743 of short-term
investments (Cash and Cash Equivalents).  It also had $235,595
in Zero Coupon Treasuries with annual maturities providing
$22,000 in fiscal year 1998 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 $214,923 for the year ending March 31, 1997. 
After adjusting for Equity in Losses of Project Partnerships
of $190,191 and the changes in operating assets and
liabilities, net cash used in operating activities was $13,512
of which $12,141 was the Asset Management Fee actually paid. 
Cash provided by investing activities totaled $50,679
consisting of $20,494 received in cash distributions from the
Project Partnerships, $17,126 from matured Zero Coupon
Treasuries and the collection of the Receivable from Project
Partnerships of $13,059.  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, 1997 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
96% at December 31, 1996.

     Equity in losses of Project Partnerships increased from
$9,886 for the period ended March 31, 1995 to $134,308 for the
year ended March 31, 1996 to $182,485 for the year ended March
31, 1997 due to the number of properties moving from the
construction and rent-up phases to fully operational.  (These
Project Partnerships reported depreciation and amortization of
$537,223, $198,591 and $5,747 for the periods ended December
31, 1996, 1995 and 1994.)  Overall management believes the
Project Partnerships are operating as expected and are
generating tax credits which meet projections.

     At March 31, 1997, the Series had $169,385 of short-term
investments (Cash and Cash Equivalents).  It also had $247,353
in Zero Coupon Treasuries with annual maturities providing
$21,000 in fiscal year 1998 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 operations interest income
decreased from $158,326 for the eleven months ended March 31,
1995 to $69,130 for the year ended March 31, 1996 to $30,465
for the year ended March 31, 1997 due to the lowering of the
average cash balance available for investment.  General and
Administrative expenses - General Partner and General and
Administrative - Other were comparable for the years ended
March 31, 1997 and 1996, however these expenses increased from
the period ended March 31, 1995 as that period consisted of
only eleven months and only two Project Partnerships were
fully operating. 

     As disclosed on the statement of cash flows, the Series had
net loss of $196,029 for the year ending March 31, 1997. 
After adjusting for Equity in Losses of Project Partnerships
of $182,485 and the changes in operating assets and
liabilities, net cash used in operating activities was $21,298 
of which $20,342 was the Asset Management Fee actually paid. 
Cash used in investing activities totaled $174,344 and was
primarily used for the purchase of Investments in Project
Partnerships while $16,951 was received from matured Zero
Coupon Treasures and $5,095 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

<PAGE>




                               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, 1997 and 1996 and the related  statements of
operations, partners' equity, 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 represent the following
percentages of the Partnership's assets and the total
investment in Project Partnerships as of March 31, 1997 and
1996 and the equity in their losses for each of the periods
indicated:  

                      Investments                   Assets            
                        March 31,                  March 31,          

                      1997   1996               1997       1996       


Series 7               67%    56%                 58%       49%       
Series 8               60%    59%                 51%       52%       
Series 9               47%    45%                 42%       41%       
Series 10              61%    59%                 54%       53%       
Series 11              85%    29%                 77%       25%       


             Partnership Loss
             Year Ended March 31,

              1997     1996     1995          


Series 7       63%      54%       60%         
Series 8       53%      59%       51%         
Series 9       24%      20%       10%         
Series 10      20%      28%       15%         
Series 11      93%      70%        0%         



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, 1997 and
1996, 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.








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

Clearwater, Florida
June 20, 1997

<PAGE>
PART I - Financial Information
  Item 1.  Financial Statements
                             GATEWAY TAX CREDIT FUND III LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996

                                                     1997            1996   
                                                 -----------     -----------
SERIES 7
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  267,980      $  259,782 
   Investments in Securities                         44,933          42,189 
   Receivable from Project Partnerships                   0               0 
                                                 -----------     -----------
     Total Current Assets                           312,913         301,971 

   Investments in Securities                        421,843         436,329 
   Investments in Project
          Partnerships, Net                       4,483,546       5,464,982 
                                                 -----------     -----------
       Total Assets                              $5,218,302      $6,203,282 
                                                 ===========     ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   54,499      $   53,005 
   Payable to Project Partnerships                        0               0 
                                                 -----------     -----------
                                                     54,499          53,005 

Long-Term Liabilities:
   Payable to General Partners                      179,733         139,289 

Partners' Equity:
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, 1997 and 1996)                    5,025,507       6,042,156 
General Partners                                    (41,437)        (31,168)
                                                 -----------     -----------
     Total Partners' Equity                       4,984,070       6,010,988 
                                                 -----------     -----------
       Total Liabilities and
          Partners' Equity                       $5,218,302      $6,203,282 
                                                 ===========     ===========
                      See accompanying notes to financial statements.
<PAGE>
                             GATEWAY TAX CREDIT FUND III LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 8
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  396,038      $  295,021 
   Investments in Securities                         40,189          37,407 
   Receivable from Project Partnerships                 453          76,027 
                                                 -----------     -----------
     Total Current Assets                           436,680         408,455 

   Investments in Securities                        400,823         413,585 
   Investments in Project
          Partnerships, Net                       4,614,122       5,658,160 
                                                 -----------     -----------
       Total Assets                              $5,451,625      $6,480,200 
                                                 ===========     ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   42,185      $   43,617 
   Payable to Project Partnerships                        0               0 
                                                 -----------     -----------
                                                     42,185          43,617 
Long-Term Liabilities:
   Payable to General Partners                      217,295         155,249 

Partners' Equity:
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, 1997 and 1996)                    5,227,849       6,306,146 
General Partners                                    (35,704)        (24,812)
                                                 -----------     -----------
     Total Partners' Equity                       5,192,145       6,281,334 
                                                 -----------     -----------
       Total Liabilities and
          Partners' Equity                       $5,451,625      $6,480,200 
                                                 ===========     ===========
                      See accompanying notes to financial statements.

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

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 9
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  161,813      $  112,252 
   Investments in Securities                         26,879          25,978 
   Receivable from Project Partnerships                   0           8,545 
                                                 -----------     -----------
     Total Current Assets                           188,692         146,775 

   Investments in Securities                        270,520         280,586 
   Investments in Project
          Partnerships, Net                       3,848,367       4,397,301 
                                                 -----------     -----------
       Total Assets                              $4,307,579      $4,824,662 
                                                 ===========     ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   24,250      $   25,016 
   Payable to Project Partnerships                        0               0 
                                                 -----------     -----------
                                                     24,250          25,016 

Long-Term Liabilities:
   Payable to General Partners                      119,002          78,117 

Partners' Equity:
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, 1997 and 1996)                    4,177,521       4,729,151 
General Partners                                    (13,194)         (7,622)
                                                 -----------     -----------
     Total Partners' Equity                       4,164,327       4,721,529 
                                                 -----------     -----------
       Total Liabilities and
          Partners' Equity                       $4,307,579      $4,824,662 
                                                 ===========     ===========
                      See accompanying notes to financial statements.
<PAGE>
                             GATEWAY TAX CREDIT FUND III LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 10
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  199,743      $  162,576 
   Investments in Securities                         20,995          19,125 
   Receivable from Project Partnerships                   0          13,059 
                                                 -----------      ----------
     Total Current Assets                           220,738         194,760 

   Investments in Securities                        214,600         220,599 
   Investments in Project
          Partnerships, Net                       3,571,518       3,788,041 
                                                 -----------     -----------
       Total Assets                              $4,006,856      $4,203,400 
                                                 ===========     ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   28,072      $   28,549 
   Payable to Project Partnerships                    7,712           7,713 
                                                 -----------     -----------
                                                     35,784          36,262 

Long-Term Liabilities:
   Payable to General Partners                       37,184          18,327 

Partners' Equity:
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, 1997 and 1996)                    3,938,729       4,151,503 
General Partners                                     (4,841)         (2,692)
                                                 -----------     -----------
     Total Partners' Equity                       3,933,888       4,148,811 
                                                 -----------     -----------
       Total Liabilities and
          Partners' Equity                       $4,006,856      $4,203,400 
                                                 ===========     ===========
                      See accompanying notes to financial statements.

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

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
SERIES 11
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  169,385      $  365,027 
   Investments in Securities                         19,915          18,995 
   Receivable from Project Partnerships                   0           8,250 
                                                 -----------     -----------
     Total Current Assets                           189,300         392,272 

   Investments in Securities                        227,438         230,179 
   Investments in Project
          Partnerships, Net                       4,070,301       4,340,316 
                                                 -----------     -----------
       Total Assets                              $4,487,039      $4,962,767 
                                                 ===========     ===========


LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   27,882      $   32,148 
   Payable to Project Partnerships                        0         279,887 
                                                 -----------     -----------
                                                     27,882         312,035 

Long-Term Liabilities:
   Payable to General Partners                        8,161           3,707 

Partners' Equity:
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, 1997 and 1996)                    4,452,477       4,646,546 
General Partners                                     (1,481)            479 
                                                 -----------     -----------
     Total Partners' Equity                       4,450,996       4,647,025 
                                                 -----------     -----------
       Total Liabilities and
          Partners' Equity                       $4,487,039      $4,962,767 
                                                 ===========     ===========
                      See accompanying notes to financial statements.

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

                                      BALANCE SHEETS
                                  MARCH 31, 1997 AND 1996
                                                      1997           1996   
                                                 -----------      ----------
TOTAL SERIES 7 - 11
ASSETS
Current Assets:
   Cash and Cash Equivalents                    $ 1,194,959     $ 1,194,658 
   Investments in Securities                        152,911         143,694 
   Receivable from Project Partnerships                 453         105,881 
                                                ------------    ------------
     Total Current Assets                         1,348,323       1,444,233 

   Investments in Securities                      1,535,224       1,581,278 
   Investments in Project
          Partnerships, Net                      20,587,854      23,648,800 
                                                ------------    ------------
       Total Assets                             $23,471,401     $26,674,311 
                                                ============    ============

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                  $   176,888     $   182,335 
   Payable to Project Partnerships                    7,712         287,600 
                                                ------------    ------------
                                                    184,600         469,935 

Long-Term Liabilities:
   Payable to General Partners                      561,375         394,689 

Partners' Equity:
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, 1997 and 1996)                   22,822,083      25,875,502 
General Partners                                    (96,657)        (65,815)
                                                ------------    ------------
     Total Partners' Equity                      22,725,426      25,809,687 
                                                ------------    ------------
       Total Liabilities and
          Partners' Equity                      $23,471,401     $26,674,311 
                                                ============    ============
                      See accompanying notes to financial statements.

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

                                 STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED MARCH 31,


                                   1997               1996              1995   
SERIES 7                       -----------        ----------       ----------- 
Revenue:
   Interest Income            $    43,466       $    54,373        $    64,102 
                              ------------      ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner               80,591            79,980             77,926 
   General and Administrative-
     General Partner               12,039            11,913             14,417 
   General and Administrative-
     Other                         19,895            18,825             19,316 
   Amortization                    21,675            22,048             22,032 
                              ------------      ------------       ----------- 
     Total Expenses               134,200           132,766            133,691 
                              ------------      ------------       ----------- 
Loss Before Equity in Losses of
 Project Partnerships             (90,734)          (78,393)           (69,589)
Equity in Losses of Project
 Partnerships                    (936,184)         (936,257)        (1,118,343)
                              ------------      ------------       ------------
Net Loss                      $(1,026,918)      $(1,014,650)       $(1,187,932)
                              ============      ============       ============
Allocation of Net Loss:
   Limited Partners           $(1,016,649)      $(1,004,503)       $(1,176,053)
   General Partners               (10,269)          (10,147)           (11,879)
                              ------------      ------------       ------------
                              $(1,026,918)      $(1,014,650)       $(1,187,932)
                              ============      ============       ============
Net Loss Per Number of 
 Limited Partnership Units    $    (97.80)      $    (96.63)       $   (113.14)
   
Number of Limited Partnership
 Units Outstanding                 10,395            10,395             10,395 


                      See accompanying notes to financial statements.

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

                                 STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED MARCH 31,


                                   1997              1996               1995   
SERIES 8                       -----------        ----------       ----------- 
Revenues:
   Interest Income            $    48,637       $    46,431        $    67,069 
                              ------------      ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner               88,857            88,183             88,179 
   General and Administrative-
     General Partner               13,275            13,312             16,301 
   General and Administrative-
     Other                         21,160            20,633             22,284 
   Amortization                    14,701            14,994             20,191 
                              ------------      ------------       ----------- 
     Total Expenses               137,993           137,122            146,955 
                              ------------      ------------       ------------
Loss Before Equity in Losses of
 Project Partnerships             (89,356)          (90,691)           (79,886)
Equity in Losses of Project
 Partnerships                    (999,833)       (1,110,855)          (996,606)
                              ------------      ------------       ------------
Net Loss                      $(1,089,189)      $(1,201,546)       $(1,076,492)
                              ============      ============       ============
Allocation of Net Loss:
   Limited Partners           $(1,078,297)      $(1,189,531)       $(1,065,727)
   General Partners               (10,892)          (12,015)           (10,765)
                              ------------      ------------       ------------
                              $(1,089,189)      $(1,201,546)       $(1,076,492)
                              ============      ============       ============
Net Loss Per Number of 
 Limited Partnership Units    $   (108.37)      $   (119.55)       $   (107.11)
   
Number of Limited Partnership
 Units Outstanding                  9,950             9,950              9,950 


                      See accompanying notes to financial statements.

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

                                 STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED MARCH 31,


                                   1997              1996               1995   
SERIES 9                       -----------        ----------       ----------- 
Revenues:
   Interest Income            $    25,848       $    29,092        $    56,756 
                              ------------      ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner               49,594            49,218             48,802 
   General and Administrative-
     General Partner                7,410             7,430              8,762 
   General and Administrative-
     Other                         12,122            11,819             13,118 
   Amortization                     7,117             7,117              5,237 
                              ------------      ------------       ----------- 
     Total Expenses                76,243            75,584             75,919 
                              ------------      ------------       ------------
Loss Before Equity in Losses of
 Project Partnerships             (50,395)          (46,492)           (19,163)
Equity in Losses of Project
 Partnerships                    (506,807)         (458,221)          (271,414)
                              ------------      ------------       ------------
Net Loss                      $  (557,202)      $  (504,713)       $  (290,577)
                              ============      ============       ============
Allocation of Net Loss:
   Limited Partners           $  (551,630)      $  (499,666)       $  (287,671)
   General Partners                (5,572)           (5,047)            (2,906)
                              ------------      ------------       ------------
                              $  (557,202)      $  (504,713)       $  (290,577)
                              ============      ============       ============
Net Loss Per Number of 
 Limited Partnership Units    $    (88.20)      $    (79.90)       $    (46.00)
   
Number of Limited Partnership
 Units Outstanding                  6,254             6,254              6,254 


                      See accompanying notes to financial statements.

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

                                 STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED MARCH 31,


                                   1997              1996               1995   
SERIES 10                      -----------        ----------        ---------- 
Revenues:
   Interest Income            $    24,953       $    27,591        $    62,023 
                              ------------      ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner               30,997            30,761             30,760 
   General and Administrative-
     General Partner                4,630             4,641              4,804 
   General and Administrative-
     Other                          8,221             7,529              8,481 
   Amortization                     5,837             5,837              6,780 
                              ------------      ------------       ----------- 
     Total Expenses                49,685            48,768             50,825 
                              ------------      ------------       ------------
Loss Before Equity in Losses of
 Project Partnerships             (24,732)          (21,177)            11,198 
Equity in Losses of Project
 Partnerships                    (190,191)         (167,857)          (121,762)
                              ------------      ------------       ------------
Net Loss                      $  (214,923)      $  (189,034)       $  (110,564)
                              ============      ============       ============
Allocation of Net Loss:
   Limited Partners           $  (212,774)      $  (187,144)       $  (109,458)
   General Partners                (2,149)           (1,890)            (1,106)
                              ------------      ------------       ------------
                              $  (214,923)      $  (189,034)       $  (110,564)
                              ============      ============       ============
Net Loss Per Number of 
 Limited Partnership Units    $    (42.19)      $    (37.11)       $    (21.71)
   
Number of Limited Partnership
 Units Outstanding                  5,043             5,043              5,043 


                      See accompanying notes to financial statements.

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

                                 STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED MARCH 31,

                                   1997              1996               1995   
SERIES 11                      -----------        ----------       ----------- 
                                                                        (Eleven
                                                                        Months)
Revenues:
   Interest Income            $    30,465       $    69,130        $   158,326 
                              ------------      ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner               24,797            24,609              5,805 
   General and Administrative-
     General Partner                3,702             3,654              1,084 
   General and Administrative-
     Other                          8,322             7,475              3,576 
   Amortization                     7,188             7,549              1,565 
                              ------------      ------------       ----------- 
     Total Expenses                44,009            43,287             12,030 
                              ------------      ------------       ------------
Income (Loss) Before Equity in Losses of
 Project Partnerships             (13,544)           25,843            146,296 
Equity in Losses of Project
 Partnerships                    (182,485)         (134,308)            (9,886)
                              ------------      ------------       ------------
Net Income (Loss)             $  (196,029)      $  (108,465)       $   136,410 
                              ============      ============       ============
Allocation of Net Income (Loss):
   Limited Partners           $  (194,069)      $  (107,380)       $   135,046 
   General Partners                (1,960)           (1,085)             1,364 
                              ------------      ------------       ------------
                              $  (196,029)      $  (108,465)       $   136,410 
                              ============      ============       ============
Net Income (Loss) Per Number of 
 Limited Partnership Units    $    (37.85)      $    (20.94)       $     26.34 
   
Number of Limited Partnership
 Units Outstanding                  5,127             5,127              5,127 


                      See accompanying notes to financial statements.
<PAGE>
                             GATEWAY TAX CREDIT FUND III LTD.
                              (A Florida Limited Partnership)

                                 STATEMENTS OF OPERATIONS
                               FOR THE YEAR ENDED MARCH 31,


                                   1997              1996                1995  
TOTAL SERIES 7-11              -----------        ----------       ----------- 
Revenues:
   Interest Income            $   173,369       $   226,617        $   408,276 
                              ------------      ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner              274,836           272,751            251,472 
   General and Administrative-
     General Partner               41,056            40,950             45,368 
   General and Administrative-
     Other                         69,720            66,281             66,775 
   Amortization                    56,518            57,545             55,805 
                              ------------      ------------       ----------- 
     Total Expenses               442,130           437,527            419,420 
                              ------------      ------------       ------------
Loss Before Equity in Losses of
 Project Partnerships            (268,761)         (210,910)           (11,144)
Equity in Losses of Project
 Partnerships                  (2,815,500)       (2,807,498)        (2,518,011)
                              ------------      ------------       ------------
Net Loss                      $(3,084,261)      $(3,018,408)       $(2,529,155)
                              ============      ============       ============
Allocation of Net Loss:
   Limited Partners           $(3,053,419)      $(2,988,224)       $(2,503,863)
   General Partners               (30,842)          (30,184)           (25,292)
                              ------------      ------------       ------------
                              $(3,084,261)      $(3,018,408)       $(2,529,155)
                              ============      ============       ============

                      See accompanying notes to financial statements.

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

                              STATEMENTS OF PARTNERS' EQUITY

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


                                 Limited            General 
                                 Partners          Partners             Total  
SERIES 7                       -----------       -----------        -----------
(Inception July 16, 1992)

Balance at
 March 31, 1994               $ 8,222,712         $  (9,092)       $ 8,213,620 

Capital Contributions                   0               (50)               (50)

Offering and
 Commission Costs                       0                 0                  0 

Net Loss                       (1,176,053)          (11,879)        (1,187,932)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 7,046,659           (21,021)         7,025,638 

Distributions                           0                 0                  0 

Net Loss                       (1,004,503)          (10,147)        (1,014,650)
                              ------------        ----------       ------------
Balance at
 March 31, 1996                 6,042,156           (31,168)         6,010,988 

Net Loss                       (1,016,649)          (10,269)        (1,026,918)
                              ------------        ----------       ------------
Balance at
 March 31, 1997               $ 5,025,507         $ (41,437)       $ 4,984,070 
                              ============        ==========       ============




                      See accompanying notes to financial statements.





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

                              STATEMENTS OF PARTNERS' EQUITY

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


                                  Limited           General 
                                 Partners          Partners             Total  
SERIES 8                       -----------       -----------        -----------
(Inception January 4, 1993)

Balance at
 March 31, 1994               $ 8,561,404         $  (1,982)       $ 8,559,422 

Capital Contributions                   0               (50)               (50)

Offering and
 Commission Costs                       0                 0                  0 

Net Loss                       (1,065,727)          (10,765)        (1,076,492)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 7,495,677           (12,797)         7,482,880 

Distributions                           0                 0                  0 

Net Loss                       (1,189,531)          (12,015)        (1,201,546)
                              ------------        ----------       ------------
Balance at
 March 31, 1996                 6,306,146           (24,812)         6,281,334 

Net Loss                       (1,078,297)          (10,892)        (1,089,189)
                              ------------        ----------       ------------
Balance at
 March 31, 1997               $ 5,227,849         $ (35,704)       $ 5,192,145 
                              ============        ==========       ============




                      See accompanying notes to financial statements.

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

                              STATEMENTS OF PARTNERS' EQUITY

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


                                   Limited          General 
                                  Partners         Partners             Total  
SERIES 9                       -----------       -----------        -----------
(Inception September 30, 1993)

Balance at
 March 31, 1994               $ 5,516,488         $     381        $ 5,516,869 

Capital Contributions                   0               (50)               (50)

Offering and
 Commission Costs                       0                 0                  0 

Net Loss                         (287,671)           (2,906)          (290,577)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 5,228,817            (2,575)         5,226,242 

Distributions                           0                 0                  0 

Net Loss                         (499,666)           (5,047)          (504,713)
                              ------------        ----------       ------------
Balance at
 March 31, 1996                 4,729,151            (7,622)         4,721,529 

Net Loss                         (551,630)           (5,572)          (557,202)
                              ------------        ----------       ------------
Balance at
 March 31, 1997               $ 4,177,521         $ (13,194)       $ 4,164,327 
                              ============        ==========       ============




                      See accompanying notes to financial statements.

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

                              STATEMENTS OF PARTNERS' EQUITY

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


                                   Limited          General 
                                  Partners         Partners             Total  
SERIES 10                      -----------       -----------        -----------
(Inception January 21, 1994)

Balance at
 March 31, 1994               $ 4,448,105         $     354        $ 4,448,459 

Capital Contributions                   0               (50)               (50)

Offering and
 Commission Costs                       0                 0                  0 

Net Loss                         (109,458)           (1,106)          (110,564)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 4,338,647              (802)         4,337,845 

Distributions                           0                 0                  0 

Net Loss                         (187,144)           (1,890)          (189,034)
                              ------------        ----------       ------------
Balance at
 March 31, 1996                 4,151,503            (2,692)         4,148,811 

Net Loss                         (212,774)           (2,149)          (214,923)
                              ------------        ----------       ------------
Balance at
 March 31, 1997               $ 3,938,729         $  (4,841)       $ 3,933,888 
                              ============        ==========       ============




                      See accompanying notes to financial statements.

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

                              STATEMENTS OF PARTNERS' EQUITY

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


                                   Limited          General 
                                  Partners         Partners             Total  
SERIES 11                      -----------       -----------        -----------
(Inception April 29, 1994)

Balance at
 March 31, 1994               $         0         $       0        $         0 

Capital Contributions           5,127,000               200          5,127,200 

Offering and
 Commission Costs                (461,430)                0           (461,430)

Net Income                        135,046             1,364            136,410 
                              ------------        ----------       ------------
Balance at
 March 31, 1995                 4,800,616             1,564          4,802,180 

Distributions                     (46,690)                0            (46,690)

Net Loss                         (107,380)           (1,085)          (108,465)
                              ------------        ----------       ------------
Balance at-
 March 31, 1996                 4,646,546               479          4,647,025 

Net Loss                         (194,069)           (1,960)          (196,029)
                              ------------        ----------       ------------
Balance at
 March 31, 1997               $ 4,452,477         $  (1,481)       $ 4,450,996 
                              ============        ==========       ============






                      See accompanying notes to financial statements.
<PAGE>
                             GATEWAY TAX CREDIT FUND III LTD.
                              (A Florida Limited Partnership)

                              STATEMENTS OF PARTNERS' EQUITY

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


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

Balance at
 March 31, 1994               $26,748,709         $ (10,339)       $26,738,370 

Capital Contributions           5,127,000                 0          5,127,000 

Offering and
 Commission Costs                (461,430)                0           (461,430)

Net Loss                       (2,503,863)          (25,292)        (2,529,155)
                              ------------        ----------       ------------
Balance at
 March 31, 1995                28,910,416           (35,631)        28,874,785 

Distributions                     (46,690)                0            (46,690)

Net Loss                       (2,988,224)          (30,184)        (3,018,408)
                              ------------        ----------       ------------
Balance at
 March 31, 1996                25,875,502           (65,815)        25,809,687 

Net Loss                       (3,053,419)          (30,842)        (3,084,261)
                              ------------        ----------       ------------
Balance at
 March 31, 1997               $22,822,083         $ (96,657)       $22,725,426 
                              ============        ==========       ============




                      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, 1997, 1996 AND 1995:

                                    1997              1996               1995  
SERIES 7                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $(1,026,918)      $(1,014,650)       $(1,187,932)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                  21,675            22,048             22,032 
     Accreted Interest Income
     on Investments in
     Securities                   (32,259)          (32,064)           (31,630)
     Equity in Losses of
      Project Partnerships        936,184           936,257          1,118,343 
     Interest Income from Redemption
      of Securities                 8,658             5,751              3,317 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners          41,939            50,803             44,802 
                              ------------      ------------          ---------
         Net Cash Provided by
         (Used in) Operating
         Activities               (50,721)          (31,855)           (31,068)
                              ------------      ------------          ---------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                  (3,332)         (421,183)           167,821 
   (Increase) Decrease in
     Receivable from
     Project Partnerships               0                 0             51,367 
   Acquisition Fees and
     Expenses                        (272)           (2,142)                 0  
   Distributions Received from
     Project Partnerships          27,181            23,027             12,112 
   Redemption of Investment
     in Securities                 35,342            35,249             34,683 
   Purchase of Investments
     in Securities                      0                 0                  0 
   (Increase) Decrease in Payable to:
     General Partners -
     Acquisition Fees                   0                 0                  0 
     Project Partnerships -
     Capital Contributions              0                 0           (174,865)
                              ------------      ------------          ---------
         Net Cash Provided by
         (Used in) Investing
         Activities                58,919          (365,049)            91,118 
                              ------------      ------------          ---------
<PAGE>
Cash Flows from Financing Activities:
   (Increase) Decrease in
     Receivable from Other
     Series                             0                 0                  0 
   Increase (Decrease) in
     Payable to Other
     Series                             0                 0               (750)
   Capital Contributions                0                 0                (50)
   Distributions                        0                 0                  0 
   Offering and
     Commission Costs                   0                 0                  0 
                              ------------      ------------        -----------
         Net Cash Provided by
         (Used in) Financing
         Activities                     0                 0               (800)
                              ------------      ------------          ---------

Increase (Decrease) in Cash and 
 Cash Equivalents                   8,198          (396,904)            59,250 
Cash and Cash Equivalents at
 Beginning of Year                259,782           656,686            597,436 
                              ------------      ------------          ---------
Cash and Cash Equivalents at
 End of Year                  $   267,980       $   259,782         $  656,686 
                              ============      ============          =========

                      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, 1997, 1996 AND 1995:

                                    1997              1996               1995  
SERIES 8                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $(1,089,189)      $(1,201,546)       $(1,076,492)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                  14,701            14,994             20,191 
     Accreted Interest Income
     on Investments in
     Securities                   (29,020)          (28,902)           (28,567)
     Equity in Losses of
      Project Partnerships        999,833         1,110,855            996,606 
     Interest Income from Redemption
      of Securities                 6,822             4,431              2,366 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners          60,615            69,381             73,370 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Operating
         Activities               (36,238)          (30,787)           (12,526)
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                     453           107,457            296,218 
   (Increase) Decrease in
     Receivable from
     Project Partnerships          75,574            65,112           (119,890)
   Acquisition Fees and
     Expenses                           0                 0                (41) 
   Distributions Received from
     Project Partnerships          29,050            18,162              7,228 
   Redemption of Investment
     in Securities                 32,178            32,569             31,634 
   Purchase of Investments
     in Securities                      0                 0                  0 
   (Increase) Decrease in Payable to:
     General Partners -
     Acquisition Fees                   0                 0                  0 
     Project Partnerships -
     Capital Contributions              0          (241,400)        (1,134,208)
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Investing
         Activities               137,255           (18,100)          (919,059)
                              ------------      ------------       ------------
<PAGE>
Cash Flows from Financing Activities:
   (Increase) Decrease in
     Receivable from Other
     Series                             0                 0                250 
   Increase (Decrease) in
     Payable to Other
     Series                             0                 0                  0 
   Capital Contributions                0                 0                (50)
   Distributions                        0                 0                  0 
   Offering and
     Commission Costs                   0                 0                  0 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Financing
         Activities                     0                 0                200 
                              ------------      ------------       ------------

Increase (Decrease) in Cash and 
 Cash Equivalents                 101,017           (48,887)          (931,385)
Cash and Cash Equivalents at
 Beginning of Year                295,021           343,908          1,275,293 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   396,038       $   295,021        $   343,908 
                              ============      ============       ============

                      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, 1997, 1996 AND 1995:

                                    1997              1996               1995  
SERIES 9                       -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $  (557,202)      $  (504,713)       $  (290,577)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                   7,117             7,117              5,237 
     Accreted Interest Income
     on Investments in
     Securities                   (17,836)          (17,906)           (18,360)
     Equity in Losses of
      Project Partnerships        506,807           458,221            271,414 
     Interest Income from Redemption
      of Securities                 3,669             2,190              1,501 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners          40,120            46,588             40,839 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Operating
         Activities               (17,325)           (8,503)            10,054 
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                  18,076            29,737           (327,685)
   (Increase) Decrease in
     Receivable from
     Project Partnerships           8,545             5,837            (14,382)
   Acquisition Fees and
     Expenses                           0            (5,124)           (29,553) 
   Distributions Received from
     Project Partnerships          16,934            14,385              4,024 
   Redemption of Investment
     in Securities                 23,331            22,810             33,499 
   Purchase of Investments
     in Securities                      0                 0                  0 
   (Increase) Decrease in Payable to:
     General Partners -
     Acquisition Fees                   0                 0                  0 
     Project Partnerships -
     Capital Contributions              0          (333,006)          (717,953)
 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Investing
         Activities                66,886          (265,361)        (1,052,050)
                              ------------      ------------       ------------
<PAGE>
Cash Flows from Financing Activities:
   (Increase) Decrease in
     Receivable from Other
     Series                             0                 0                250 
   Increase (Decrease) in
     Payable to Other
     Series                             0                 0                  0 
   Capital Contributions                0                 0                (50)
   Distributions                        0                 0                  0 
   Offering and
     Commission Costs                   0                 0                  0 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Financing
         Activities                     0                 0                200 
                              ------------      ------------       ------------

Increase (Decrease) in Cash and 
 Cash Equivalents                  49,561          (273,864)        (1,041,796)
Cash and Cash Equivalents at
 Beginning of Year                112,252           386,116          1,427,912 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   161,813       $   112,252        $   386,116 
                              ============      ============       ============

                      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, 1997, 1996 AND 1995:

                                    1997              1996               1995  
SERIES 10                      -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $  (214,923)      $  (189,034)       $  (110,564)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                   5,837             5,837              6,780 
     Accreted Interest Income
     on Investments in
     Securities                   (15,871)          (15,771)           (14,881)
     Equity in Losses of
      Project Partnerships        190,191           167,857            121,762 
     Interest Income from Redemption
      of Securities                 2,874             1,605                  0 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners          18,380            11,602              6,174 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Operating
         Activities               (13,512)          (17,904)             9,271 
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                       0           (13,737)        (1,182,617)
   (Increase) Decrease in
     Receivable from
     Project Partnerships          13,059            (1,910)           (11,149)
   Acquisition Fees and
     Expenses                           0              (489)           (45,517)
   Distributions Received from
     Project Partnerships          20,494            18,902              2,110 
   Redemption of Investment
     in Securities                 17,126            16,395                  0 
   Purchase of Investments
     in Securities                      0                 0                  0 
   (Increase) Decrease in Payable to:
     General Partners -
     Acquisition Fees                   0                 0                  0 
     Project Partnerships -
     Capital Contributions              0          (156,812)        (1,112,627)
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Investing
         Activities                50,679          (137,651)        (2,349,800)
                              ------------      ------------       ------------
<PAGE>
Cash Flows from Financing Activities:
   (Increase) Decrease in
     Receivable from Other
     Series                             0                 0                250 
   Increase (Decrease) in
     Payable to Other
     Series                             0                 0                  0 
   Capital Contributions                0                 0                (50)
   Distributions                        0                 0                  0 
   Offering and
     Commission Costs                   0                 0                  0 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Financing
         Activities                     0                 0                200 
                              ------------      ------------       ------------

Increase (Decrease) in Cash and 
 Cash Equivalents                  37,167          (155,555)        (2,340,329)
Cash and Cash Equivalents at
 Beginning of Year                162,576           318,131          2,658,460 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   199,743       $   162,576        $   318,131 
                              ============      ============       ============

                      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, 1997, 1996 AND 1995:

                                    1997              1996               1995  
SERIES 11                      -----------         ---------         --------- 
                                                                        (Eleven
                                                                        Months)
Cash Flows from Operating Activities:
   Net Loss                   $  (196,029)      $  (108,465)       $   136,410 
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                   7,188             7,549              1,565 
     Accreted Interest Income
     on Investments in
     Securities                   (18,178)          (17,977)           (14,134)
     Equity in Losses of
      Project Partnerships        182,485           134,308              9,886 
     Interest Income from Redemption
      of Securities                 3,049             1,657                  0 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners             187           (30,192)             3,578 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Operating
         Activities               (21,298)          (13,120)           137,305 
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                  75,425          (601,857)        (3,601,610)
   (Increase) Decrease in
     Receivable from
     Project Partnerships           8,250            (8,250)                 0 
   Acquisition Fees and
     Expenses                        (178)         (109,109)          (181,048) 
   Distributions Received from
     Project Partnerships           5,095                 0                  0 
   Redemption of Investment
     in Securities                 16,951            16,343                  0 
   Purchase of Investments
     in Securities                      0                 0           (235,064)
   (Increase) Decrease in Payable to:
     General Partners -
     Acquisition Fees                   0                 0             62,470 
     Project Partnerships -
     Capital Contributions       (279,887)         (471,174)           751,061 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Investing
         Activities              (174,344)       (1,174,047)        (3,204,191)
                              ------------      ------------       ------------
<PAGE>
Cash Flows from Financing Activities:
   (Increase) Decrease in
     Receivable from Other
     Series                             0                 0                  0 
   Increase (Decrease) in
     Payable to Other
     Series                             0                 0                  0 
   Capital Contributions                0                 0          5,127,200 
   Distributions                        0           (46,690)                 0 
   Offering and
     Commission Costs                   0                 0           (461,430)
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Financing
         Activities                     0           (46,690)         4,665,770 
                              ------------      ------------       ------------

Increase (Decrease) in Cash and 
 Cash Equivalents                (195,642)       (1,233,857)         1,598,884 
Cash and Cash Equivalents at
 Beginning of Year                365,027         1,598,884                  0 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $   169,385       $   365,027        $ 1,598,884 
                              ============      ============       ============

                      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, 1997, 1996 AND 1995:

                                    1997              1996               1995  
TOTAL SERIES 7-11              -----------         ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                   $(3,084,261)      $(3,018,408)       $(2,529,155)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                   56,518           57,545             55,805 
     Accreted Interest Income
     on Investments in
     Securities                  (113,164)         (112,620)          (107,572)
     Equity in Losses of
      Project Partnerships      2,815,500         2,807,498          2,518,011 
     Interest Income from Redemption
      of Securities                25,072            15,634              7,184 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners         161,241           148,182            168,763 
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Operating
         Activities              (139,094)         (102,169)           113,036 
                              ------------      ------------       ------------
Cash Flows from Investing Activities:
   Investments in Project
     Partnerships                  90,622          (899,583)        (4,647,873)
   (Increase) Decrease in
     Receivable from
     Project Partnerships         105,428            60,789            (94,054)
   Acquisition Fees and
     Expenses                        (450)         (116,864)          (256,159) 
   Distributions Received from
     Project Partnerships          98,754            74,476             25,474 
   Redemption of Investment
     in Securities                124,928           123,366             99,816 
   Purchase of Investments
     in Securities                      0                 0           (235,064)
   (Increase) Decrease in Payable to:
     General Partners -
     Acquisition Fees                   0                 0             62,470 
     Project Partnerships -
     Capital Contributions       (279,887)       (1,202,392)        (2,388,592)
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Investing
         Activities               139,395        (1,960,208)        (7,433,982)
                              ------------      ------------       ------------
<PAGE>
Cash Flows from Financing Activities:
   (Increase) Decrease in
     Receivable from Other
     Series                             0                 0                750 
   Increase (Decrease) in
     Payable to Other
     Series                             0                 0               (750)
   Capital Contributions                0                 0          5,127,000 
   Distributions                        0           (46,690)                 0 
   Offering and
     Commission Costs                   0                 0           (461,430)
                              ------------      ------------       ------------
         Net Cash Provided by
         (Used in) Financing
         Activities                     0           (46,690)         4,665,570 
                              ------------      ------------       ------------

Increase (Decrease) in Cash and 
 Cash Equivalents                     301        (2,109,067)        (2,655,376)
Cash and Cash Equivalents at
 Beginning of Year              1,194,658         3,303,725          5,959,101 
                              ------------      ------------       ------------
Cash and Cash Equivalents at
 End of Year                  $ 1,194,959       $ 1,194,658        $ 3,303,725 
                              ============      ============       ============

                      See accompanying notes to financial statements.
<PAGE>
                             GATEWAY TAX CREDIT FUND III LTD.
                              (A Florida Limited Partnership)                  

                               NOTES TO FINANCIAL STATEMENTS

                              MARCH 31, 1997, 1996  AND 1995

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, 1997, 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 incurred.

   Gateway accounts for its investments as the limited partner
in Project Partnerships ("Investments in Project
Partnerships") using the equity method of accounting and
reports the equity in losses of the Project Partnerships on a
3-month lag in the Statement of Operations.  Under the equity
method, the Investments in Project Partnerships initially
include:

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

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

   1)  Increased for equity in income or decreased for equity
   in losses of the Project Partnerships, 
   2)  Decreased for cash distributions received from the
   Project Partnerships,
   3)  Decreased for the amortization of the acquisition fees
   and expenses,
   4)  In certain Project Partnerships, where Gateway's
   investment was greater than Gateway's pro-rata share of the
   book value of the underlying assets, decreased for the
   amortization of the difference; and 
   5)  In certain Project Partnerships, where Gateway's
   investment was less than Gateway's pro-rata share of the
   book value of the underlying assets, increased for the
   accretion of the difference.

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

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

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

Cash and Cash Equivalents

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

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.

Receivable from Project Partnerships

     Receivable from Project Partnerships represents amounts due
from the Project Partnerships due to a change in the amount
Gateway agreed to pay the Project Partnerships and is secured
with cash in restricted escrow accounts.

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.


NOTE 3 - INVESTMENT IN SECURITIES:

  The March 31, 1997 Balance Sheet includes Investment in
Securities consisting of U.S. Treasury Security Strips which
represents their cost, plus accreted interest income of
$121,901 for Series 7, $100,123 for Series 8, $52,306 for
Series 9, $42,836 for Series 10 and $45,581 for Series 11.  

  
                                                                  Gross  
                                        Cost Plus              Unrealized
                     Estimated           Accreted               Gains and
                  Market Value           Interest                (Losses)

Series 7             $ 471,020          $ 466,776               $  4,244 
Series 8               435,726            441,011                 (5,285)
Series 9               282,240            297,399                (15,159)
Series 10              233,447            235,595                 (2,148)
Series 11              254,009            247,353                  6,656 

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

                                         Series 7                Series 8

Due within 1 year                       $  44,933               $  40,189
After 1 year through 5 years              177,639                 164,547
After 5 years through 10 years            205,878                 198,098
After 10 years                             38,326                  38,177
                                        ---------               ---------
  Total Amount Carried on
      Balance Sheet                     $ 466,776               $ 441,011
                                        =========               =========

                                         Series 9               Series 10

Due within 1 year                       $  26,879               $  20,995
After 1 year through 5 years              104,811                  80,529
After 5 years through 10 years            120,973                  86,403
After 10 years                             44,736                  47,668
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 297,399               $ 235,595
                                        =========               =========

                                        Series 11                   Total

Due within 1 year                       $  19,915               $ 152,911
After 1 year through 5 years               80,192                 607,718
After 5 years through 10 years             95,707                 707,059
After 10 years                             51,539                 220,446
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 247,353              $1,688,134
                                        =========               =========


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, 1997, 1996, and 1995 the
General Partners and affiliates are entitled to compensation
and reimbursement for costs and expenses incurred by Gateway
as follows: 

  Sales Commissions - In conjunction with the sales of the
limited partnership units in Series 11, Gateway paid sales
commissions equal to 4% and a Dealer Manager fee equal to 1%
of the offering price to certain members of the National
Association of Securities Dealers, Inc. of $256,350 for the
period ended March 31, 1995.  This amount includes $167,850 of
sales commissions and Dealer Manager fees paid to affiliates
of the General Partners.

                   1997                  1996                   1995
                   ----                  ----                   ----

  Series 7      $     0              $      0               $      0        
  Series 8            0                     0                      0
  Series 9            0                     0                      0
  Series 10           0                     0                      0
  Series 11           0                     0                167,850
                -------              --------               --------
  Total         $     0              $      0               $167,850
                =======              ========               ========

  Organization and Offering Expense - Raymond James Tax Credit
Funds, Inc., the Managing General Partner, is paid $40 per
unit sold for organization and offering expense.

  Series 7      $     0              $      0               $      0        
  Series 8            0                     0                      0
  Series 9            0                     0                      0
  Series 10           0                     0                      0
  Series 11           0                     0                205,080
                -------               -------               --------
  Total         $     0               $     0               $205,080
                =======               =======               ========

  Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting
properties for acquisition and providing other services in
connection with the acquisition of interests in Project
Partnerships.  The acquisition fees paid or payable to the
General Partners will not exceed the amount that is equal to
8% of the gross proceeds.  For Series 11 the fees will not
exceed an amount that is equal to 5% of the gross proceeds. 
The fees paid are included in Investments in Project
Partnerships on the Balance Sheet. 

  Series 7      $     0              $      0               $      0        
  Series 8            0                     0                      0
  Series 9            0                 5,124                 27,189
  Series 10           0                   489                 32,101
  Series 11           0                86,986                169,365
                -------              --------               --------
  Total         $     0              $ 92,599               $228,655
                =======              ========               ========

  Acquisition Expenses - Affiliates of the General Partners
are reimbursed for acquisition expenses incurred on behalf of
Gateway.  These expenses are included in Investments in
Project Partnerships on the Balance Sheet. 

  Series 7      $     0              $  2,142               $      0        
  Series 8            0                     0                     41
  Series 9            0                     0                  2,364
  Series 10           0                     0                 13,416
  Series 11         178                22,123                 11,683
                -------              --------               --------
  Total         $   178              $ 24,265               $ 27,504
                =======              ========               ========

  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, 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. 

  Series 7     $ 80,591              $ 79,980               $ 77,926        
  Series 8       88,857                88,183                 88,179
  Series 9       49,594                49,218                 48,802
  Series 10      30,997                30,761                 30,760
  Series 11      24,797                24,609                  5,805
               --------              --------               --------
  Total        $274,836              $272,751               $251,472
               ========              ========               ========

  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.

  Series 7     $ 12,039             $  11,913              $  14,417        
  Series 8       13,275                13,312                 16,301
  Series 9        7,410                 7,430                  8,762
  Series 10       4,630                 4,641                  4,804
  Series 11       3,702                 3,654                  1,084
               --------              --------               --------
  Total        $ 41,056              $ 40,950               $ 45,368
               ========              ========               ========

<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of March 31,1997, the Partnership had acquired an interest in
39 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.

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

                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 7                                               ----------    ----------
   
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 7,732,089   $ 7,728,757 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                                   1,172           644 

Cumulative equity in losses of
Project Partnerships (2)                              (3,872,935)   (2,936,751)

Cumulative distributions received
from Project Partnerships                                (67,207)      (40,026)

Acquisition fees and expenses                            793,335       793,063 

Accumulated amortization of
acquisition fees and expenses                           (102,908)      (80,705)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 4,483,546   $ 5,464,982 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 these excess costs were $18,470
and March 31, 1996 these excess costs were $28,498.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $40,687 for the year ended March 31, 1997 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.



<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 43 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.

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


                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 8                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 7,586,105   $ 7,586,558 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                                   2,317         1,607 

Cumulative equity in losses of
Project Partnerships (2)                              (3,408,634)   (2,408,801)

Cumulative distributions received
from Project Partnerships                                (56,986)      (27,936)

Acquisition fees and expenses                            549,773       549,773 

Accumulated amortization of
acquisition fees and expenses                            (58,453)      (43,041)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 4,614,122   $ 5,658,160 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 these excess costs were $24,830
and March 31, 1996 these excess costs were $24,830.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $24,072 for the year ended March 31, 1997 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 24 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.

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

                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 9                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,914,116   $ 4,932,192 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                                     727           871 

Cumulative equity in losses of
Project Partnerships                                  (1,252,230)     (745,423)

Cumulative distributions received
from Project Partnerships                                (35,343)      (18,409)

Acquisition fees and expenses                            244,087       244,087 

Accumulated amortization of
acquisition fees and expenses                            (22,990)      (16,017)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 3,848,367   $ 4,397,301 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 these excess costs were ($5,076)
and March 31, 1996 these excess costs were ($5,076).



<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 15 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.

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

                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 10                                              ----------    ----------
   
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 3,914,672   $ 3,914,673 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                                    (497)         (282)

Cumulative equity in losses of
Project Partnerships                                    (480,119)     (289,928)

Cumulative distributions received
from Project Partnerships                                (41,506)      (21,012)

Acquisition fees and expenses                            196,738       196,738 

Accumulated amortization of
acquisition fees and expenses                            (17,770)      (12,148)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 3,571,518   $ 3,788,041 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 these excess costs were ($7,486)
and March 31, 1996 these excess costs were ($9,822).



<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of March 31, 1997, the Partnership had acquired an interest
in 12 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.

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

                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
SERIES 11                                              ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,128,042   $ 4,203,467 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                                   1,864           758 

Cumulative equity in losses of
Project Partnerships                                    (326,679)     (144,194)

Cumulative distributions received
from Project Partnerships                                 (5,095)            0 

Acquisition fees and expenses                            290,335       290,157 

Accumulated amortization of
acquisition fees and expenses                            (18,166)       (9,872)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 4,070,301   $ 4,340,316 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At March 31, 1997 these excess costs were $38,728
and March 31, 1996 these excess costs were $29,433.



<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   The following is a summary of Investments in Project
Partnerships:


                                                        MARCH 31,     MARCH 31,
                                                           1997         1996   
TOTAL SERIES 7 - 11                                    ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                               $ 28,275,024  $ 28,365,647 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets                                       5,583         3,598 

Cumulative equity in losses of
Project Partnerships                                  (9,340,597)   (6,525,097)

Cumulative distributions received
from Project Partnerships                               (206,137)     (107,383)

Acquisition fees and expenses                          2,074,268     2,073,818 

Accumulated amortization of
acquisition fees and expenses                           (220,287)     (161,783)
                                                    ------------- -------------

Investments in
 Project Partnerships                               $ 20,587,854  $ 23,648,800 
                                                    ============= =============


<PAGE>
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:

                                      1996            1995             1994    
SERIES 7                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  2,308,626      $  2,253,113       $  1,652,246 
   Investment properties,
      net                      39,455,931        40,934,578         41,665,876 
   Other assets                    99,952            74,605            119,248 
                             -------------     -------------      -------------
     Total assets            $ 41,864,509      $ 43,262,296       $ 43,437,370 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $  1,170,533      $  1,222,822       $  1,235,260 
   Long-term debt              36,962,154        37,259,882         37,000,997 
                             -------------     -------------      -------------
     Total liabilities         38,132,687        38,482,704         38,236,257 

Partners' Equity
   Limited Partner              3,715,273         4,719,280          5,249,186 
   General Partners                16,549            60,312            (48,073)
                             -------------     -------------       ------------
                                3,731,822         4,779,592          5,201,113 
     Total liabilities and
     partners' equity        $ 41,864,509      $ 43,262,296       $ 43,437,370 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  5,712,212      $  5,559,478       $  5,159,411 
Expenses:
   Operating expenses           2,414,283         2,222,999          2,026,146 
   Interest expense             2,658,919         2,728,293          2,614,896 
   Depreciation and
     amortization               1,625,748         1,553,899          1,647,762 
                             -------------     -------------      -------------
     Total expenses             6,698,950         6,505,191          6,288,804 

       Net loss              $   (986,738)     $   (945,713)      $ (1,129,393)
                             =============     =============      =============
   Other partners' share
    of net loss              $     (9,867)     $     (9,456)      $    (11,050)
   Partnership's share
    of net loss              $   (976,871)     $   (936,257)      $ (1,118,343)
     Suspended loss                40,687                 0                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (936,184)     $   (936,257)      $ (1,118,343)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 5.4% and 4.1%, and as of December 31, 1995 the largest
Project Partnership constituted 5.4% and 5.5% of the combined total
assets by series and combined total revenues by series,
respectively.    

<PAGE>
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:

                                      1996            1995             1994    
SERIES 8                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  1,906,836      $  1,777,894       $  2,349,559 
   Investment properties,
      net                      42,364,497        43,971,187         42,885,755 
   Other assets                    60,527            67,558             82,062 
                             -------------     -------------      -------------
     Total assets            $ 44,331,860      $ 45,816,639       $ 45,317,376 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $  1,211,075      $  1,472,200       $  2,056,459 
   Long-term debt              39,045,306        39,164,489         36,821,712 
                             -------------     -------------      -------------
     Total liabilities         40,256,381        40,636,689         38,878,171 

Partners' Equity
   Limited Partner              4,118,975         5,163,437          6,387,270 
   General Partners               (43,496)           16,513             51,935 
                             -------------     -------------       ------------
                                4,075,479         5,179,950          6,439,205 
     Total liabilities and
     partners' equity        $ 44,331,860      $ 45,816,639       $ 45,317,376 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  5,753,793      $  5,140,306       $  3,854,513 
Expenses:
   Operating expenses           2,339,160         2,182,472          1,608,651 
   Interest expense             2,799,196         2,561,695          1,986,927 
   Depreciation and
     amortization               1,652,936         1,521,763          1,269,512 
                             -------------     -------------      -------------
     Total expenses             6,791,292         6,265,930          4,865,090 

       Net loss              $ (1,037,499)     $ (1,125,624)      $ (1,010,577)
                             =============     =============      =============
   Other partners' share
    of net loss              $    (13,594)     $    (14,769)      $    (13,971)
   Partnership's share
    of net loss              $ (1,023,905)     $ (1,110,855)      $   (996,606)
     Suspended loss                24,072                 0                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (999,833)     $ (1,110,855)      $   (996,606)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 5.6% and 5.8%, and as of December 31, 1995 the largest
Project Partnership constituted 5.6% and 6.3% of the combined total
assets by series and combined total revenues by series,
respectively.    

<PAGE>
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:

                                      1996            1995             1994    
SERIES 9                       -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  1,270,678      $  1,184,980       $  1,787,689 
   Investment properties,
      net                      23,508,821        24,403,195         23,849,764 
   Other assets                    12,771            13,679            474,575 
                             -------------     -------------      -------------
     Total assets            $ 24,792,270      $ 25,601,854       $ 26,112,028 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    545,719      $    707,269       $  1,698,651 
   Long-term debt              20,655,161        20,721,177         19,701,995 
                             -------------     -------------      -------------
     Total liabilities         21,200,880        21,428,446         21,400,646 

Partners' Equity
   Limited Partner              3,617,355         4,161,214          4,661,645 
   General Partners               (25,965)           12,194             49,737 
                             -------------     -------------       ------------
                                3,591,390         4,173,408          4,711,382 
     Total liabilities and
     partners' equity        $ 24,792,270      $ 25,601,854       $ 26,112,028 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  3,012,188      $  2,768,235       $  1,155,676 
Expenses:
   Operating expenses           1,170,767           999,496            441,259 
   Interest expense             1,439,681         1,367,635            569,706 
   Depreciation and
     amortization                 913,666           863,953            418,865 
                             -------------     -------------      -------------
     Total expenses             3,524,114         3,231,084          1,429,830 

       Net loss              $   (511,926)     $   (462,849)      $   (274,154)
                             =============     =============      =============
   Other partners' share
    of net loss              $     (5,119)     $     (4,628)      $     (2,740)
   Partnership's share
    of net loss              $   (506,807)     $   (458,221)      $   (271,414)
     Suspended loss                     0                 0                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (506,807)     $   (458,221)      $   (271,414)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 7.2% and 8.6%, and as of December 31, 1995 the largest
Project Partnership constituted 7.5% and 10.1% of the combined
total assets by series and combined total revenues by series,
respectively.    

<PAGE>
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:

                                      1996            1995             1994    
SERIES 10                      -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  1,003,956      $  1,131,901       $  1,841,247 
   Investment properties,
      net                      16,200,866        16,686,974         16,840,636 
   Other assets                    21,293            27,335             22,100 
                             -------------     -------------      -------------
     Total assets            $ 17,226,115      $ 17,846,210       $ 18,703,983 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    293,331      $    590,081       $  1,007,650 
   Long-term debt              13,542,629        13,607,468         13,917,068 
                             -------------     -------------      -------------
     Total liabilities         13,835,960        14,197,549         14,924,718 

Partners' Equity
   Limited Partner              3,401,814         3,608,073          3,722,840 
   General Partners               (11,659)           40,588             56,425 
                             -------------     -------------       ------------
                                3,390,155         3,648,661          3,779,265 
     Total liabilities and
     partners' equity        $ 17,226,115      $ 17,846,210       $ 18,703,983 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  1,897,728      $  1,797,699       $    780,104 
Expenses:
   Operating expenses             794,120           718,628            322,308 
   Interest expense               774,429           766,921            327,892 
   Depreciation and
     amortization                 516,816           475,696            248,379 
                             -------------     -------------      -------------
     Total expenses             2,085,365         1,961,245            898,579 

       Net loss              $   (187,637)     $   (163,546)      $   (118,475)
                             =============     =============      =============
   Other partners' share
    of net loss              $      2,554      $      4,311       $      3,287 
   Partnership's share
    of net loss              $   (190,191)     $   (167,857)      $   (121,762)
     Suspended loss                     0                 0                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (190,191)     $   (167,857)      $   (121,762)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 10.6% and 12.2%, and as of December 31, 1995 the
largest Project Partnership constituted 11.0% and 12.6% of the
combined total assets by series and combined total revenues by
series, respectively.    

<PAGE>
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:

                                      1996            1995             1995    
SERIES 11                      -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $    990,736      $  2,108,185       $  2,476,843 
   Investment properties,
      net                      14,480,026        14,495,252          4,621,959 
   Other assets                    29,127            23,687              8,327 
                             -------------     -------------      -------------
     Total assets            $ 15,499,889      $ 16,627,124       $  7,107,129 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $    631,225      $  1,371,789       $  1,215,241 
   Long-term debt              10,925,232        11,034,608          3,317,111 
                             -------------     -------------      -------------
     Total liabilities         11,556,457        12,406,397          4,532,352 

Partners' Equity
   Limited Partner              3,805,385         3,882,428          2,533,298 
   General Partners               138,047           338,299             41,479 
                             -------------     -------------       ------------
                                3,943,432         4,220,727          2,574,777 
     Total liabilities and
     partners' equity        $ 15,499,889      $ 16,627,124       $  7,107,129 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $  1,670,724      $    742,925       $      6,826 
Expenses:
   Operating expenses             750,237           380,713              3,809 
   Interest expense               583,416           299,285              8,363 
   Depreciation and
     amortization                 537,223           198,591              5,747 
                             -------------     -------------      -------------
     Total expenses             1,870,876           878,589             17,919 

       Net loss              $   (200,152)     $   (135,664)      $    (11,093)
                             =============     =============      =============
   Other partners' share
    of net loss              $    (17,667)     $     (1,356)      $     (1,207)
   Partnership's share
    of net loss              $   (182,485)     $   (134,308)      $     (9,886)
     Suspended loss                     0                 0                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $   (182,485)     $   (134,308)      $     (9,886)
                             =============     =============      =============
As of December 31, 1996, the largest Project Partnership
constituted 21.1% and 19.6%, and as of December 31, 1995 the
largest Project Partnership constituted 21.9% and 26.4% of the
combined total assets by series and combined total revenues by
series, respectively.    

<PAGE>
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:

                                   1997              1996              1994    
TOTAL SERIES 7-11              -----------        ----------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets            $  7,480,832      $  8,456,073       $ 10,107,584 
   Investment properties,
      net                     136,010,141       140,491,186        129,863,990 
   Other assets                   223,670           206,864            706,312 
                             -------------     -------------      -------------
     Total assets            $143,714,643      $149,154,123       $140,677,886 
                             =============     =============      =============
Liabilities and Partners' Equity
   Current liabilities       $  3,851,883      $  5,364,161       $  7,213,261 
   Long-term debt             121,130,482       121,787,624        110,758,883 
                             -------------     -------------      -------------
     Total liabilities        124,982,365       127,151,785        117,972,144 

Partners' Equity
   Limited Partner             18,658,802        21,534,432         22,554,239 
   General Partners                73,476           467,906            151,503 
                             -------------     -------------       ------------
                               18,732,278        22,002,338         22,705,742 
     Total liabilities and
     partners' equity        $143,714,643      $149,154,123       $140,677,886 
                             =============     =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income      $ 18,046,645      $ 16,008,643       $ 10,956,530 
Expenses:
   Operating expenses           7,468,567         6,504,308          4,402,173 
   Interest expense             8,255,641         7,723,829          5,507,784 
   Depreciation and
     amortization               5,246,389         4,613,902          3,590,265 
                             -------------     -------------      -------------
     Total expenses            20,970,597        18,842,039         13,500,222 

       Net loss              $ (2,923,952)     $ (2,833,396)      $ (2,543,692)
                             =============     =============      =============
   Other partners' share
    of net loss              $    (43,693)     $    (25,898)      $    (25,681)
   Partnership's share
    of net loss              $ (2,880,259)     $ (2,807,498)      $ (2,518,011)
     Suspended loss                64,759                 0                  0 
                             -------------     -------------      -------------
   Equity in Loss of
      Project Partnerships   $ (2,815,500)     $ (2,807,498)      $ (2,518,011)
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 7                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $ (1,026,918)     $ (1,014,650)      $ (1,187,932)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes                         (125,211)         (242,983)          (166,366)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                 1,130             5,831               (548)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee             43,668            49,944             44,263 
  Amortization Expense             22,062            22,350             22,748 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $ (1,085,269)     $ (1,179,508)      $ (1,287,835)
                             =============     =============      =============

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

                             $  1,685,951      $  1,610,621       $  1,471,658 
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 8                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $ (1,089,189)     $ (1,201,546)      $ (1,076,492)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes                         (292,642)         (175,816)          (191,346)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                 1,190            (8,367)            27,867 

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee             61,961            72,645             62,770 
  Amortization Expense             14,551            23,079              7,886 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $ (1,304,129)     $ (1,290,005)      $ (1,169,315)
                             =============     =============      =============

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

                             $  1,605,034      $  1,449,473       $  1,054,256 
                             =============     =============      =============
<PAGE>
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:
                                                            
                                   1997               1996             1995    
SERIES 9                       -----------        ----------     --------------

Net Loss per Financial
  Statements                 $   (557,202)     $   (504,713)      $   (290,577)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement 
purposes                         (126,579)         (151,819)           (71,825)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                    33             2,315             21,565 

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee             40,872            54,509             23,731 
  Amortization Expense              7,619             4,988              7,876 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $   (635,257)     $   (594,720)      $   (309,230)
                             =============     =============      =============

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

                             $    968,279      $    904,162       $    318,244 
                             =============     =============      =============
<PAGE>
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:
                                                            
                                      1997            1996             1995    
SERIES 10                      -----------        ----------     --------------

Net Loss per Financial
  Statements                 $   (214,923)     $   (189,034)      $   (110,564)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes                         (168,640)         (195,074)           (35,552)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                   843            (5,491)            22,642 

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee             19,295            19,011             16,541 
  Amortization Expense              5,947             9,220              1,675 
                             -------------     -------------      -------------
Partnership loss for tax
purposes as of
December 31                  $   (357,478)     $   (361,368)      $   (105,258)
                             =============     =============      =============

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

                             $    762,241      $    708,449       $    241,687 
                             =============     =============      =============
<PAGE>
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:
                                                            
                                    1997              1996             1995    
SERIES 11                      -----------        ----------     --------------

Net Income (Loss) per
 Financial Statements        $   (196,029)     $   (108,465)      $    136,410 

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement 
purposes                          (60,284)          (34,374)              (242)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                (1,509)           29,523            (22,295)

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee              7,548            18,956                418 
  Amortization Expense              9,300             4,945                 57 
                             -------------     -------------      -------------
Partnership Income (loss)
for tax purposes as of
December 31                  $   (240,974)     $    (89,415)      $    114,348 
                             =============     =============      =============

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

                             $    724,590      $    169,116       $          0 
                             =============     =============      =============
<PAGE>
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:
                                                            
                                    1997              1996             1995    
TOTAL SERIES 7-11              -----------        ----------       ------------

Net Loss per Financial
  Statements                  $(3,084,261)      $(3,018,408)       $(2,529,155)

Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes                         (773,356)         (800,066)          (465,331)

Adjustments to convert March 31,
fiscal year end to 
December 31, taxable year 
end                                 1,687            23,811             49,231 

Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
  Asset Management Fee            173,344           215,065            147,723 
  Amortization Expense             59,479            64,582             40,242 
                              ------------      ------------       ------------
Partnership loss for tax
purposes as of
December 31                   $(3,623,107)      $(3,515,016)       $(2,757,290)
                              ============      ============       ============

The difference in the total value of the Partnership's Investment
in Project Partnerships is approximately $570,000 higher for Series
7, $600,000 higher for Series 8, $325,000 higher for Series 9,
$360,000 higher for Series 10 and $58,000 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.<PAGE>
Item 9.  Disagreements on Accounting and Financial Disclosures

   None.


                                             PART III

Item 10.  Directors and Executive Officers of Gateway

   Gateway has no directors or executive officers.  Gateway's
affairs are managed and controlled by the Managing General Partner. 
Certain information concerning the directors and officers of the
Managing General Partner are set forth below.

Raymond James Tax Credit Funds, Inc. - Managing General Partner

   Raymond James Tax Credit Funds, Inc. is the Managing General
Partner and is responsible for decisions pertaining to the
acquisition and sale of Gateway's interests in the Project
Partnerships and other matters related to the business operations
of Gateway.  The officers and directors of the Managing General
Partner are as follows:

   Ronald M. Diner, age 53, is President and a Director.  He is a
   Senior Vice President of Raymond James & Associates, Inc., with
   whom he has been employed since June 1983.  Mr. Diner received
   an 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.

   Alan L. Weiner, age 36, is a Vice President and a Director.  He
   is a Senior Vice President of Raymond James & Associates, Inc.
   which he joined in 1983.  Mr. Weiner received an MBA from the
   Wharton Business School (1983) and is a Phi Beta Kappa graduate
   of the University of Florida (1981), where he received a BS with
   high honors.

   J. Davenport Mosby, age 41, is a Vice President and a Director. 
   He is a Senior Vice President of Raymond James & Associates,
   Inc. which he joined in 1982.  Mr. Mosby received an MBA from
   the Harvard Business School (1982).  He graduated magna cum
   laude with a BA from Vanderbilt University where he was elected
   to Phi Beta Kappa.  Mr. Mosby is the head of the real estate
   investment banking group and the Limited Partnership Trading
   Desk.

   Teresa L. Barnes, age 50, is a Vice President.  Ms. Barnes is a
   Senior Vice President of Raymond James & Associates, Inc., which
   she joined in 1969.

   Sandra L. Furey, age 34, is Secretary, Treasurer.  Ms. Furey
   has been employed by Raymond James & Associates, Inc. since
   1980 and currently serves as Closing Administrator for the
   Gateway Tax Credit Funds.  


Raymond James Partners, Inc. -

   Raymond James Partners, Inc. has been formed to act as the
general partner, with affiliated corporations, in limited
partnerships sponsored by Raymond James Financial, Inc.  Raymond
James Partners, Inc. is a general partner for purposes of assuring
that Gateway and other partnerships sponsored by affiliates have
sufficient net worth to meet the minimum net worth requirements of
state securities administrators.

   Information regarding the officers and directors of Raymond James
Partners, Inc. is included on 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, 1997.  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, 1997.

   Gateway is a Limited Partnership and therefore does not have
voting shares of stock.  To the knowledge of Gateway, no person
owns of record or beneficially, more than 5% of Gateway's
outstanding units.

Item 13.  Certain Relationships and Related Transactions

   Gateway has no officers or directors.  However, 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, 1997, 1996 and 1995 the General
Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses incurred by Gateway as
follows:

   Sales Commissions - In conjunction with the sales of the limited
partnership units in Series 11, Gateway paid sales commissions
equal to 4% and a Dealer Manager fee equal to 1% of the offering
price to certain members of the National Association of Securities
Dealers, Inc. of $256,350 for the period ended March 31, 1995. 
This amount includes $167,850 of sales commissions and Dealer
Manager fees paid to affiliates of the General Partners.

                   1997                  1996                   1995
                   ----                  ----                   ----

  Series 7      $     0              $      0               $      0        
  Series 8            0                     0                      0
  Series 9            0                     0                      0
  Series 10           0                     0                      0
  Series 11           0                     0                167,850
                -------              --------               --------
  Total         $     0              $      0               $167,850
                =======              ========               ========

  Organization and Offering Expense - Raymond James Tax Credit
Funds, Inc., the Managing General Partner, is paid $40 per unit
sold for organization and offering expense.

  Series 7      $     0              $      0               $      0        
  Series 8            0                     0                      0
  Series 9            0                     0                      0
  Series 10           0                     0                      0
  Series 11           0                     0                205,080
                -------              --------               --------
  Total         $     0              $      0               $205,080
                =======              ========               ========

  Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting properties
for acquisition and providing other services in connection with the
acquisition of interests in Project Partnerships.  The acquisition
fees paid or payable to the General Partners will not exceed the
amount that is equal to 8% of the gross proceeds.  For Series 11
the fees will not exceed an amount that is equal to 5% of the gross
proceeds.  The fees paid are included in Investments in Project
Partnerships on the Balance Sheet. 

  Series 7      $     0              $      0               $      0        
  Series 8            0                     0                      0
  Series 9            0                 5,124                 27,189
  Series 10           0                   489                 32,101
  Series 11           0                86,986                169,365
                -------              --------               --------
  Total         $     0              $ 92,599               $228,655
                =======              ========               ========

  Acquisition Expenses - Affiliates of the General Partners are
reimbursed for acquisition expenses incurred on behalf of Gateway. 
These expenses are included in Investments in Project Partnerships
on the Balance Sheet. 

  Series 7      $     0              $  2,142               $      0        
  Series 8            0                     0                     41
  Series 9            0                     0                  2,364
  Series 10           0                     0                 13,416
  Series 11         178                22,123                 11,683
                -------              --------               --------
  Total         $   178              $ 24,265               $ 27,504
                =======              ========               ========

  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,
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. 

  Series 7     $ 80,591              $ 79,980               $ 77,926        
  Series 8       88,857                88,183                 88,179
  Series 9       49,594                49,218                 48,802
  Series 10      30,997                30,761                 30,760
  Series 11      24,797                24,609                  5,805
               --------              --------               --------
  Total        $274,836              $272,751               $251,472
               ========              ========               ========

  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.

  Series 7     $ 12,039              $ 11,913               $ 14,417        
  Series 8       13,275                13,312                 16,301
  Series 9        7,410                 7,430                  8,762
  Series 10       4,630                 4,641                  4,804
  Series 11        3,702                3,654                  1,084
               --------              --------               --------
  Total        $ 41,056              $ 40,950               $ 45,368
               ========              ========               ========

<PAGE>
Vincent & Voss
544 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 (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' equity 
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Maple
Street Apartments, as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated January 23, 1997 on our consideration of
Maple street Apartments internal control structure and compliance
with laws and regulations.


/s/ Vincent & Voss
Certified Public Accountants

January 23, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE:  404-892-9651
FAX:  404-876-4328

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

We have audited the accompanying balance sheet of CREEKSTONE
APARTMENTS, L.P. (A Limited Partnership), as of December 31, 1996,
and the related statements of operations, changes in 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 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 statement presentation.  We believe that our audit
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, 1996, and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia

January 17, 1997
<PAGE>
Dauby O'Connor & Zaleski LLC
8395 Keystone Crossing, Suite 203
Indianapolis, IN 46240
PHONE:  317-259-6857
FAX:  317-259-6861

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners of
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,
1996 and 1995, 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 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 Gila 
Bend Housing, Ltd. (an Arizona limited partnership) as of December
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in accordance with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997,  on our consideration of 
the Partnership's internal control structure and a report dated 
February 7, 1997,  on its compliance with laws and regulations.

The accompanying supplementary information is presented for
purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to
the auditing procedures applied in the 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 RECD and
should not be used for any other purpose.  


/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Indianapolis, Indiana
February, 7, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Mt. Vernon Rental Housing, L.P.
Valdosta, Georgia

We have audited the accompanying balance sheet of Mt. Vernon Rental
Housing, L.P. (A Limited Partnership), Federal ID NO.: 58-1965613,
as of December 31, 1996, 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 audit. The financial statements
of Mt. Vernon Rental Housing, L.P. as of December 31, 1995, were 
audited by other auditors whose report dated January 30, 1996,
expressed an unqualified opinion on those statements.

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

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


/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

We have audited the accompanying balance sheet of Manchester
Elderly Housing, L.P. (A Limited Partnership), Federal ID NO.: 58-
1965616 as of December 31, 1996, 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 audit. The
financial statements of Manchester Elderly Housing, L.P. as of
December 31, 1995, were audited by other auditors whose report
dated February 15, 1996, expressed an unqualified opinion on those
statements.

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

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


/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE:  770-844-0644
FAX:  770-844-7363

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

We have audited the accompanying balance sheets of Manchester
Elderly Housing, L.P., RECD Project No.: 10-99-581965616, as of
December 31, 1995, 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.  The financial statements
of Manchester Elderly Housing, L.P. for the year ended December 31,
1994 were audited by other auditors whose report, dated January 14,
1995, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Manchester Elderly Housing, L.P., RECD Project No.: 10-99-
581965616, as of December 31, and 1995, and the results of its
operations, changes in partners' equity and its cash flows for the
year then ended, in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 17 through 19 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the 
auditing procedures applied in the audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued reports dated February 15, 1996, on our consideration of
Manchester Elderly Housing, L.P.'s internal control structure and
a report dated February 15, 1996 on its compliance with laws and
regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 15, 1996
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

We have audited the accompanying balance sheet of Meadow Run
Apartments, L.P. (A Limited Partnership), Federal ID NO.: 58-
1994614 as of December 31, 1996, 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 audit. The
financial statements of Meadow Run Apartments, L.P. as of December
31, 1995, were audited by other auditors whose report dated
February 1, 1996, expressed an unqualified opinion on those
statements.

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

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


/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE:  770-844-0644
FAX:  770-844-7363

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

We have audited the accompanying balance sheets of Meadow Run
Apartments, L.P., RECD Project No.: 11-035-581995614, as of
December 31, 1995, 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.  The financial statements
of Meadow Run Apartments, L.P. for the year ended December 31, 1994
were audited by other auditors whose report, dated January 14,
1995, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Meadow
Run Apartments, L.P., RECD Project No.: 11-035-581995614, as of
December 31, and 1995, and the results of its operations, changes
in partners' equity and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 17 through 19 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the 
auditing procedures applied in the audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 1996, on our consideration of
Meadow Run Apartments, L.P.'s internal control structure and a
report dated February 1, 1996 on its compliance with laws and
regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1996
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lakeland II L.P. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued  reports dated January 24, 1997 on our consideration of
Lakeland II, L.P.'s internal control structure and its compliance
with laws and regulations.


/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

We have audited the accompanying balance sheet of Blue Ridge
Elderly Housing, L.P. (A Limited Partnership), Federal ID NO.: 58-
581936981 as of December 31, 1996, 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 audit. The
financial statements of Blue Ridge Elderly Housing, L.P. as of
December 31, 1995, were audited by other auditors whose report
dated February 5, 1996, expressed an unqualified opinion on those
statements.

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

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


/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE:  770-844-0644
FAX:  770-844-7363

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

We have audited the accompanying balance sheets of Blue Ridge
Elderly Housing, L.P., RECD Project No.: 10-055-581936981, as of
December 31, 1995, 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.  The financial statements
of Blue Ridge Elderly Housing, L.P. for the year ended December 31,
1994 were audited by other auditors whose report, dated January 14,
1995, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Blue
Ridge Elderly Housing, L.P., RECD Project No.: 10-055-581936981, as
of December 31, and 1995, and the results of its operations,
changes in partners' equity and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 17 through 19 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the 
auditing procedures applied in the audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued reports dated February 5, 1996, on our consideration of Blue
Ridge Elderly Housing, L.P.'s internal control structure and a
report dated February 5, 1996 on its compliance with laws and
regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 5, 1996
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE:  912-245-6040
FAX:  912-245-1669

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

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Arbor
Trace Apartments Phase II, L.P. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

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


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

January 24, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE:  770-844-0644
FAX:  770-844-7363

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

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Omega
Rental Housing, L.P., RHS Project No.: 11-037-582031602, as of
December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 16 through 17 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the 
auditing procedures applied in the audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued reports dated February 3, 1997, on our consideration of
Omega Rental Housing, L.P.'s internal control structure and on its
compliance with laws and regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 3, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE:  404-892-9651
FAX:  404-876-4328

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

We have audited the accompanying balance sheet of MAGNOLIA PLACE,
L.P. (A Limited Partnership), as of December 31, 1996, and the
related statements of operations, changes in 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 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 statement presentation.  We believe that our audit
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, 1996, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.



/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia

January 14, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

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

We have audited the accompanying balance sheets of ANTLERS
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of
December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity and cash flows for the
years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ANTLERS
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

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


/s/ Baird, Kurtz, & Dobson CPA

February 17, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE:  501-452-1040
FAX:  501-452-5542

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
Partners 
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, 1996 and 1995, and the related statements of
operations, changes in partners' equity and cash flows for the
years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
MEADOWVIEW PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MEADOWVIEW
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

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


/s/ Baird, Kurtz, & Dobson CPA

February 17, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE:  605-339-1999
FAX:  605-339-1306

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To 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, 1996 and 1995,
and the related statements of operations, changes in partners'
equity and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sunrise
I Apartments Limited Partnership as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 12 and 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.

In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Sunrise I Apartments Limited Partnership's internal control
structure and a report dated January 15, 1997 on its compliance
with laws and regulations.


/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
January 15, 1997
<PAGE>
VanRheenen & Miller, Ltd. CPA
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
321 East 4th Street
Mountain Home,  AR  72654

We have audited the accompanying balance sheet of Pioneer
Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
Apartments, as of December 31, 1996 and 1995, and the related
statements of income, changes in owners' equity, and cash flows for
the years then ended. These financial statements and the
supplemental financial information referred to below 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 provisions of
Office of Management and Budget (OMB) Circular A-128, 'Audits of 
State and Local Governments'.  Those standards and OMB Circular A-
128 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 Pioneer
Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
Apartments as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997 on our consideration of
Pioneer Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
Apartments's internal control structure and a report dated February
21, 1997  on its compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying financial
information listed as supplemental financial information in the
table of contents is presented for purposes of additional analysis
and is not a required part of the financial statements of Pioneer
Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
Apartments.  Such information has been subjected to the auditing 
procedures applied in the audits of the financial statements and,
in our opinion, is fairly presented in all material respects in
relation to the financial statements taken as a whole.


/s/ VanRheenen & Miller, Ltd. CPA
Certified Public Accountants

February 21, 1997
<PAGE>
VanRheenen & Miller, Ltd. CPA
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
321 East 4th Street
Mountain Home,  AR  72653

We have audited the accompanying balance sheet of Cardinal
Apartments, D/B/A Cardinal  Apartments, as of December 31, 1996,
and the related statements of income, changes in owners' 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 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 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, 1996, and the results of its
operations and its cash flows for the year then ended in conformity
with generally accepted accounting principles.



/s/ VanRheenen & Miller, Ltd. CPA
Certified Public Accountants

May 9, 1997
<PAGE>
Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28334
PHONE:  910-892-1021
FAX:  910-892-6084

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

We have audited the balance sheets of Peachtree Associates, Limited
Partnership as of December 31, 1996 and 1995, and the related
statements of  partners' capital, income, and cash flows for the 
years then ended. These financial statements are the responsibility
of the Partnership's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in al material respects, the financial position of
Peachtree Associates Limited Partnership as of December 31, 1996 
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

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

Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. Schedules 1,2,3, and 4, on
pages 14-17 are presented for purposes of additional analysis and
are not a required part of the basic financial statements.  Such 
information has been subjected to the auditing procedures applied
in the 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/ Oscar N. Harris Associates, P.A.
Certified Public Accountants

January 31, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

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

I have audited the accompanying balance sheets of Mountain City
Manor Limited Partnership, D/B/A Mountain City Manor Apartments, as
of December 31, 1996 and 1995, and the related statements of
operation, 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
Mountain City Manor Limited Partnership, D/B/A Mountain City Manor
Apartments, as of December 31, 1996 and 1995, and the results of 
its operations, changes in partners' equity and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

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


In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Mountain City Manor Limited Partnership's internal control
structure and a report dated February 15, 1997 on its compliance 
with laws and regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

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

I have audited the accompanying balance sheets of Tazewell Village
Limited Partnership, D/B/A Tazewell Village Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, 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
Tazewell Village Limited Partnership, D/B/A Tazewell Village
Apartments, as of December 31, 1996 and 1995, and the results of 
its operations, changes in partners' equity and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

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


In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Tazewell Village Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws 
and regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 15, 1997
<PAGE>
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, D/B/A Jamestown Village Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, 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
Jamestown Village Limited Partnership, D/B/A Jamestown Village
Apartments, as of December 31, 1996 and 1995, and the results of 
its operations, changes in partners' equity and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

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


In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Jamestown Village Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws 
and regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 15, 1997
<PAGE>
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 
Clinch View Manor Limited Partnership

I have audited the accompanying balance sheets of Clinch View Manor
Limited Partnership, D/B/A Clinch View Manor Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, 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 Clinch
View Manor Limited Partnership, D/B/A Clinch View Manor Apartments,
as of December 31, 1996 and 1995, and the results of its
operations, changes in partners' equity and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

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


In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Clinch View Manor Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws 
and regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE:  540-669-5531
FAX:  540-669-5576

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

I have audited the accompanying balance sheets of Warsaw Manor
Limited Partnership, D/B/A Warsaw Manor Apartments, as of December
31, 1996 and 1995, and the related statements of operations for the
year ended December 31, 1996 and the related statements of 
partners' equity and cash flows for the years ended December 31, 
1996 and 1995.   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 Warsaw
Manor Limited Partnership, D/B/A Warsaw Manor Apartments as of
December 31, 1996 and 1995, the results of its operations for the
year ended December 31, 1996, and for the period November 15, 1995
to December 15, 1995 and its changes in partners' equity and  cash
flows for the years ended December 31, 1996 and 1995 in conformity
with generally accepted accounting principles.

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


In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Warsaw Manor Limited Partnership's internal control structure and
a report dated February 15, 1997 on its compliance with laws and
regulations applicable to the financial statements.


/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia

February 15, 1997
<PAGE>
Lou Ann Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
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, 1996 and 
1995, and the related statements of income (loss), partners' equity
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards 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 Elsa 
Retirement, Ltd.-(A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 6, 1997 on our consideration of the
internal control structure of Elsa Retirement, Ltd.-(A Texas
Limited Partnership)and a report dated February 6, 1997 on its
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 6, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE:  512-338-0044
FAX:  512-338-5395

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
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,
1996 and 1995, and the related statements of income (loss),
partners' equity and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards 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 Dilley
Retirement, Ltd. (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

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


/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 5, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE:  512-338-0044
FAX:  512-338-5395

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
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,
1996 and 1995, and the related statements of income (loss),
partners' equity and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's 
management. Our responsibility is to express an opinion on these 
financial statements based on our audits.

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

In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of the
internal control structure of Taylor Retirement, Ltd.- (A Texas
Limited Partnership)and a report dated February 7, 1997 on its
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 7, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE:  512-338-0044
FAX:  512-338-5395

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

We have audited the accompanying balance sheets of Donna
Retirement, Ltd.- (A Texas Limited Partnership), as of December 31,
1996 and 1995, and the related statements of income, partners'
equity and cash flows for the years then ended.  These financial 
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards 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 Donna
Retirement, Ltd.- (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with Generally Accepted
Accounting Principles.

In accordance with Government Auditing Standards, we have also
issued a report dated February 6, 1997 on our consideration of the
internal control structure of Donna Retirement, Ltd.- (A Texas
Limited Partnership)and a report dated February 6, 1997 on its
compliance with laws and regulations.


/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 6, 1997
<PAGE>
David Pelliccione, C.P.A., P.C.
340 Eisenhower Dr. Building 800
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, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of BROOKS
LANE APARTMENTS, L.P., as of December 31, 1996 and 1995, and the 
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our 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 Accompanying financial information listed as
supplementary data in the table of contents is presented for
purposes of additional analysis as required by Farmers Home
Administration.  The information in these schedules has been
subjected to the auditing procedures applied in the audit of the 
basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements of 
BROOKS LANE APARTMENTS, L.P., taken as a whole.


/s/ David Pelliccione, C.P.A., P.C.
Savannah, Georgia
February 25, 1997
<PAGE>
David Pelliccione, C.P.A., P.C.
340 Eisenhower Dr. Building 800
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, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of BROOKS
FIELD APARTMENTS, L.P., as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements of BROOK FIELD APARTMENTS, L.P., taken
as a whole. The Accompanying financial information listed as
supplementary data in the table of contents is presented for
purposes of additional analysis as required by Farmers Home
Administration.  The information in these schedules has been
subjected to the auditing procedures applied in the audit of the 
basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements of 
BROOKS FIELD APARTMENTS, L.P., taken as a whole.


/s/ David Pelliccione, C.P.A., P.C.
Savannah, Georgia
February 25, 1997  
<PAGE>
David Pelliccione, C.P.A., P.C.
340 Eisenhower Dr. Building 800
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, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of BROOKS
POINT APARTMENTS, L.P., as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Our 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 Accompanying financial information listed as
supplementary data in the table of contents is presented for
purposes of additional analysis as required by Farmers Home
Administration.  The information in these schedules has been
subjected to the auditing procedures applied in the audit of the 
basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements of 
BROOKS POINT APARTMENTS, L.P., taken as a whole.


/s/ David Pelliccione, C.P.A., P.C.
Savannah, Georgia
February 25, 1997 
<PAGE>
McCartney and McIntyre, 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
East Lansing, Michigan

We have audited the accompanying balance sheets of Mariner Cove
Apartments Limited Partnership as of December 31, 1996 and 1995, 
and the related statements of revenue, expenses and partners'
capital and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Mariner
Cove Apartments Limited Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also
issued reports dated March 19, 1997,  on our consideration of
Mariner Cove Apartments Limited Partnership's internal control
structure and its compliance with laws and regulations.


/s/ McCartney and McIntyre, P.C.
Certified Public Accountants

March 19, 1997
<PAGE>
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 sheets of South Brenchley
Housing Limited Partnership as of December 31, 1996, 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 audit in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as 
well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of South
Brenchley Housing Limited Partnership as of December 31, 1996, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated February 10, 1997 on our consideration of
South Brenchley's internal control structure, and a report dated 
February 10, 1997, 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
related to income taxes which are the responsibility of each
individual partner, the scope of our audit was not designed or
intended to audit the partnerships compliance with the low income
housing tax credit laws.  Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance
with any of the low income housing tax credit laws.


/s/  Roger Clubb
Simmons and Clubb
Certified Public Accountants
Boise, Idaho
February 10, 1997
<PAGE>
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 sheets of South Brenchley
Housing Limited Partnership as of December 31, 1995, and the
related statements of income, partners' equity and cash flows for
the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of South
Brenchley Housing Limited Partnership as of December 31, 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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
related to income taxes which are the responsibility of each
individual partner, the scope of our audit was not designed or
intended to audit the partnerships compliance with the low income
housing tax credit laws.  Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance
with any of the low income housing tax credit laws.


/s/  Roger Clubb
Simmons and Clubb
Certified Public Accountants
Boise, Idaho
February 13, 1996
<PAGE>
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, 1996 and 1995 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 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's 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
Homestead West Limited Partnership, as of December 31, 1996 and
1995 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, 1997 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
supplemental information shown on pages 13 through 15 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 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/ Gubler and Carter, P.C.
Certified Public Accountants
Salt Lake City, Utah
February 7, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143

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

We have audited the accompanying balance sheets of Louisa Senior 
Apartments, Ltd., (A Limited Partnership) Case No. 20-064-407447188
as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity (deficit), and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards and the standards for financial audits contained
in Government Auditing Standards issued by the 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 Louisa
Senior Apartments, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated January 31, 1997  on our consideration of
Louisa Senior Apartments, Ltd.'s internal control structure and
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 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
Certified Public Accountants
Lexington, Kentucky

January 31, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143

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

We have audited the accompanying balance sheet of Wells Hill
Apartments, Ltd., (A Limited Partnership) Case No. 20-086-611204241
as of December 31, 1996 and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the year
then ended.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit 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 Wells
Hill Apartments, Ltd. as of December 31, 1996, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

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

Our audit was conducted for the purpose of forming an opinion on 
the basic financial statements taken as a whole. The 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
Certified Public Accountants
Lexington, Kentucky

February 3, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE:  606-223-3095
FAX:  606-223-2143

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

We have audited the accompanying balance sheet of Wells Hill
Apartments, Ltd., (A Limited Partnership) Case No. 20-086-611204241
as of December 31, 1995 and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the
period (inception) November 2, 1994 through December 31, 1995. 
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 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 Wells
Hill Apartments, Ltd. as of December 31, 1995, and the results of
its operations and its cash flows for the period then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 1996  on our consideration of
Wells Hill Apartments, Ltd.'s internal control structure and
compliance with laws and regulations.

Our audit was conducted for the purpose of forming an opinion on 
the basic financial statements taken as a whole. The 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
Certified Public Accountants
Lexington, Kentucky
February 1, 1996
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
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, 1996 and 1995, and the
related statements of operations, changes in partners' equity and
cash flows for the years then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lincoln, Ltd. as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 12 and 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.

In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Lincoln, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.


/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
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, 1996 and 1995, and the
related statements of operations, changes in partners' equity and
cash flows for the years then ended.  These financial statements 
are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Courtyard, Ltd. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in 
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplementary
information on pages 15 and 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 audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Courtyard, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.


/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Brockway, Chupik, Gersbach & Neimeier, P.C.
P.O. Box 4083
Temple, TX 76505-4083
PHONE:  817-773-9907
FAX:  817-773-1570

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

We have audited the balance sheet of Leander Housing 1990, Ltd. (A
Texas Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of partners' capital (deficit), operations,
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the  aforementioned financial statements  present
fairly, in all material respects, the financial position of Leander
Housing 1990, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our reports dated February 4, 1997 in our consideration of
Leander Housing 1990, Ltd.'s internal control and on its compliance
with laws and regulations.

Our audits were made for the purpose of forming an opinion on the
basic financial statement taken as a whole.  The supplemental
information on pages 9 through 15 are 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 1930-8); Statement of Actual
Budget and Income (Form 1930-7) for the year ended December 31,
1996 and the other Supplemental Data Required by the Rural Housing
and Community Development Services, 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
audit procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

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

February 4, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN 37403
PHONE:  423-756-0052
FAX:  423-267-5945

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

We have audited the accompanying balance sheets of Pleasant Valley
Apartments, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Pleasant Valley Apartments, L.P. as of December 31, 1996 and 1995,
and the results of its operations, changes in partners' equity and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 23, 1997 on our consideration of the
Partnership's internal control structure and our report dated
January 23, 1997,  on its compliance with laws and regulations
applicable to the basic financial statements.


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

January 23, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN 37403
PHONE:  423-756-0052
FAX:  423-267-5945

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

We have audited the accompanying balance sheets of Brookwood
Apartments, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Brookwood Apartments, L.P. as of December 31, 1996 and 1995, and 
the results of its operations, changes in partners' equity and its
cash flows for the years then ended in conformity with generally 
accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Partnership's internal control structure and our report dated
January 24, 1997,  on its compliance with laws and regulations
applicable to the basic financial statements.


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

January 24, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street,  Suite 200
Chattanooga, TN 37403
PHONE:  423-756-0052
FAX:  423-267-5945

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

We have audited the accompanying balance sheets of River Rest
Apartments, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of River
Rest Apartments, L.P. as of December 31, 1996 and 1995, and the
results of its operations, changes in partners' equity and its cash
flows for the years ended December 31, 1996 and 1995, in conformity
with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued our report dated January 25, 1997 on our consideration of 
the Partnership's internal control structure and our report dated
January 25, 1997,  on its compliance with laws and regulations
applicable to the basic financial statements.


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

January 25, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE:  404-892-9651
FAX:  404-876-4328

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

We have audited the accompanying balance sheet of ROYSTON ELDERLY
HOUSING, L.P. (A Limited Partnership), as of December 31, 1996, and
the related statements of income and expenses, 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 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's 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 ROYSTON
ELDERLY HOUSING, (L.P.) as of December 31, 1996, and the results of
its operations, and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also
issued a report dated January 16, 1997 on our consideration of
ROYSTON ELDERLY HOUSING, L.P.'s internal control structure and a 
report dated January 16, 1997 on its compliance with laws and
regulations.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 10-13 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, P.C.
Atlanta, Georgia
January 16, 1997
<PAGE>
Leavitt, Christensen & Co.
960 Broadway Avenue, Suite 505
Boise, ID 83706
PHONE:  208-336-8666
FAX:  208-336-8741

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
Managing General Partner
Heritage Park Associates Limited Partnership
Boise, Idaho

We have audited the accompanying balance sheets of Heritage Park 
Associates Limited Partnership, as of December 31, 1996 and 1995,
and the related statements of operations, partners' capital
(deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In accordance with Government Auditing Standards, we have also
issued  reports dated January 25, 1997 on our consideration of
Heritage Park Associates Limited Partnership's internal control
structure and on its compliance with laws and regulations.

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


/s/ Leavitt, Christensen & Co.
Certified Public Accountants

January 25, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Elderly Housing of Pontotoc, L.P.
Pontotoc, Mississippi

I have audited the accompanying balance sheets of Elderly Housing
of Pontotoc, L.P., a limited partnership, RHS Project No.: 28-058-
640818315 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the 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 our 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., RHS Project No.: 28-058-640818315 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 10 through 12 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  The supplemental information presented in 
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of 
the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.

In accordance with Government Auditing Standards, I have also
issued a report dated February 22, 1997 on my consideration of
Elderly Housing Of Pontotoc, L.P.'s internal control structure and
a report dated February 22, 1997 on its compliance with laws and 
regulations.


/s/ Donald W. Causey, CPA, P.C.

February 22, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Lakeshore II,
Ltd., a limited partnership, RHS Project No.: 01-044-631056927 as
of December 31, 1996 and 1995, and the related statements of
operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management.  My responsibility is to express an
opinion on these financial statements based on my audits.

I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the 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 our 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
Lakeshore II, Ltd., RHS Project No.: 01-044-631056927 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 10 through 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  The supplemental information presented in 
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of 
the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.

In accordance with Government Auditing Standards, I have also
issued a report dated February 23, 1997 on my consideration of
Lakeshore II, Ltd., internal control structure and a report dated
February 23, 1997 on its compliance with laws and regulations.


/s/ Donald W. Causey, CPA, P.C.

February 23, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Skyview
Apartments, Ltd., a limited partnership, RHS Project No.: 01-055-
631086473 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management.  My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the 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 our 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 Skyview
Apartments, Ltd., RHS Project No.: 01-055-631086473 as of December
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 10 through 12 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements.  The supplemental information presented in 
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of 
the basic financial statements.  Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.

In accordance with Government Auditing Standards, I have also
issued a report dated January 29, 1997 on my consideration of
Skyview Apartments, Ltd., internal control structure and a report
dated January 29, 1997 on its compliance with laws and regulations.


/s/ Donald W. Causey, CPA, P.C.

January 29, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

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

I have audited the accompanying balance sheets of Meadowview
Apartments, Ltd., a limited partnership, as of December 31, 1996 
and 1995, and the related statements of operations, partners'
capital and cash flows for the years then ended. These financial 
statements are the responsibility of the Partnership's management.
My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the 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 our 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
Meadowview Apartments, Ltd. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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, CPA, P.C.
February 21, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Applegate Apartments, Ltd.
Florence, Alabama

I have audited the accompanying balance sheets of Applegate
Apartments, Ltd., a limited partnership, as of December 31, 1996 
and 1995, and the related statements of operations, partners'
capital and cash flows for the years then ended. These financial 
statements are the responsibility of the Partnership's management. 
My responsibility is to express an opinion on these financial
statements based on my audits.

I conducted the audits in accordance with generally accepted
auditing standards. 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 our 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
Applegate Apartments, Ltd., as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

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



/s/ Donald W. Causey, CPA, P.C.

January 28, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Heatherwood Apartments, Ltd.
Alexander City, Alabama

I have audited the accompanying balance sheets of Heatherwood
Apartments, Ltd., a limited partnership, as of December 31, 1996,
and the related statements of operations, partners' capital and
cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial
statements based on my audits.

I conducted the audit in accordance with generally accepted
auditing standards. 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 our 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
Heatherwood Apartments, Ltd., as of December 31, 1996, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The audit 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, CPA, P.C.

February 21, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE:  205-543-3707
FAX:  205-543-9800

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Heatherwood Apartments, Ltd.
Alexander City, Alabama

I have audited the accompanying balance sheets of Heatherwood
Apartments, Ltd., a limited partnership, as of December 31, 1995,
and the related statements of operations, partners' capital and
cash flows for the year 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 audit.

I conducted the audit in accordance with generally accepted
auditing standards. 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 the 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
Heatherwood Apartments, Ltd., as of December 31, 1995, and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

The audit was 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 my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

The 1994 financial statements were compiled by me and my report
thereon, dated February 27, 1995 stated I did not audit or review
those financial statements and, accordingly, expressed no opinion
or other form of assurance on them.

/s/ Donald W. Causey, CPA, P.C.

February 9, 1996
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th  -  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

We have audited the accompanying balance sheets of Galena Seniors,
L.P. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital and cash 
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audit in accordance with generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS 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 Galena
Seniors L.P. (A Limited Partnership) as of December 31, 1996 and 
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated March 3, 1997 on our consideration of
Galena Seniors, L.P.'s internal control and on its compliance with
laws and regulations.


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

March 3, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th  -  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, 1996 and 1995, and
the related statements of operations, partners' capital and cash 
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audit in accordance with generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS 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 Purdy
Apartments, L.P. (A Limited Partnership) as of December 31, 1996 
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated March 1, 1997 on our consideration of
Purdy Apartments,, L.P.'s internal control and on its compliance 
with laws and regulations.


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

March 1, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th  -  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

We have audited the accompanying balance sheets of Aurora Seniors,
L.P. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital and cash 
flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audit in accordance with generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS 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 Aurora
Seniors L.P. (A Limited Partnership) as of December 31, 1996 and 
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated February 6, 1997 on our consideration of
Aurora Seniors, L.P.'s internal control and on its compliance with
laws and regulations.


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

February 6, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th  -  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

We have audited the accompanying balance sheets of Baxter Springs
Seniors, L.P. (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' capital
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS 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 Baxter
Springs Seniors L.P. (A Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated February 27, 1997 on our consideration of
Baxter Springs Seniors, L.P.'s internal control and on its
compliance with laws and regulations.


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

February 27, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th  -  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

We have audited the accompanying balance sheets of Marionville
Seniors, L.P. (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' capital
and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Marionville Seniors, L.P. (A Limited Partnership) as of December 
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated March 1, 1997 on our consideration of
Marionville Seniors, L.P.'s internal control and on its compliance
with laws and regulations.


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

March 1, 1997
<PAGE>
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, 1996, and the
related statements of income, partners' equity, and cash flows for
the year 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, 1996, 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 February 26, 1997 on my consideration of
Cavalry Crossing's internal control structure and a report dated 
February 26, 1997 on its compliance with laws and regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467
February 26, 1997
<PAGE>
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, 19956, and the
related statements of income, partners' equity, and cash flows for
the year 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, 1995, 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 February 29, 1996 on my consideration of
Cavalry Crossing's internal control structure and a report dated 
February 29, 1996 on its compliance with laws and regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467
February 29, 1996
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE:  918-485-8085
FAX:  918-485-3092

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Sycamore Landing:

I have audited the accompanying balance sheet of Sycamore Landing
(a Kansas Limited Partnership) as of December 31, 1996, and the
related statements of income, partners' equity, and cash flows for
the year 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, 1996, 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 February 24, 1997 on my consideration of
Sycamore Landing's internal control structure and a report dated 
February 24, 1997 on its compliance with laws and regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467
February 24, 1997
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE:  918-485-8085
FAX:  918-485-3092

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners 
Sycamore Landing:

I have audited the accompanying balance sheet of Sycamore Landing
(a Kansas Limited Partnership) as of December 31, 1995, and the
related statements of income, partners' equity, and cash flows for
the year 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 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 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, 1995, 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 February 29, 1996 on my consideration of
Sycamore Landing's internal control structure and a report dated 
February 29, 1996 on its compliance with laws and regulations.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467
February 29, 1996
<PAGE>
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, 1996, and December
31, 1995 and the related statements of income, partners' equity, 
and cash flows for the year 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, 1996, December 31, 1995 and the results
of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

My audits were made for the purpose of forming an opinion on the 
basic financial statements taken as a whole.  The supplemental
information 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 11, 1997 on my consideration of Parsons
Village's internal control structure and a report dated March 11,
1997 on its compliance with laws and regulations.

This report is intended for the information of management and RECD.
This restriction is not intended to limit the distribution of this
report, which is a matter of public record.


/s/ Suellen Doubet, CPA
Wagoner, OK  74467
March 11, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE:  770-844-0644
FAX:  770-844-7363

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

We have audited the accompanying balance sheets of Brookstone
Apartments, L.P., RHS Project No.: 10-055-582001269, as of December
31, 1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Brookstone Apartments, L.P., RHS Project No.: 10-055-582001269, as
of December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 15 and 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 audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 1997, on our consideration of
Brookstone Apartments, L.P.'s internal control structure and on its
compliance with laws and regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE:  770-844-0644
FAX:  770-844-7363

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

We have audited the accompanying balance sheets of Brookshollow
Apartments, L.P., RHS Project No.: 11-012-582001271, as of December
31, 1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Brookshollow Apartments, L.P., RHS Project No.: 11-012-582001271,
as of December 31, 1996 and 1995, and the results of its
operations, changes in partners' equity and its cash flows for the
years then ended, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental
information on pages 15 and 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 audits of the basic financial 
statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a
whole.

In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 1997, on our consideration of
Brookshollow Apartments, L.P.'s internal control structure and on
its compliance with laws and regulations.


/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1997
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners of
Morningside Villa Limited Partnership
(A Limited Partnership)
DBA Morningside Villa Apartments
Mansfield, OH

We have audited the accompanying balance sheets of Morningside
Villa Limited Partnership (A Limited Partnership), DBA Morningside
Villa Apartments, FmHA Case No. 41-033-341622448, as of December 
31, 1996 and 1995, 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 and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989.  Those standards and Audit Program 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
Morningside Villa Limited Partnership (A Limited Partnership), DBA
Morningside Villa Apartments, FmHA Case No. 41-033-341622448, at 
December 31, 1996 and 1995, 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.

Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental data
included in this report (shown on pages 14-18) are presented for 
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-033-341622448.  Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Morningside Villa Limited Partnership's internal control structure
and a report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE:  614-224-0955
FAX:  614-224-0971

                                   INDEPENDENT AUDITORS' REPORT
                                   ----------------------------
To the Partners of
Kenton Apartments Company Limited Partnership
(A Limited Partnership)
DBA Springbrook Commons
Mansfield, OH

We have audited the accompanying balance sheets of Kenton
Apartments Company Limited Partnership (A Limited Partnership), DBA
Springbrook Commons, FmHA Case No. 41-033-0382999141, as of
December 31, 1996 and 1995, 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 and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989.  Those standards and Audit Program 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 Kenton
Apartments Company Limited Partnership (A Limited Partnership), DBA
Springbrook Commons, FmHA Case No. 41-033-0382999141, at December
31, 1996 and 1995, 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.

Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole.  The supplemental data
included in this report (shown on pages 14-18) are presented for 
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-033-0382999141.  Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Kenton Apartments Company Limited Partnership's internal control 
structure and a report dated January 15, 1997 on its compliance
with specific requirements applicable to Rural Development Services
programs.


/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Burrus, Paul & Turnbull CPAs
1230 Crestar Bank Bldg
Norfolk, VA 23510
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 accompanying balance sheets of Lovingston Ridge
(A Limited Partnership), as of December 31, 1996 and 1995, and the
related statements of operations, partners' equity and cash flows
for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lovingston Ridge (A Limited Partnership) as of December 31, 1996 
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.



/s/ Burrus, Paul & Turnbull CPAs
Certified Public Accountants

February 5, 1997
<PAGE>
<PAGE>
                                              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

<PAGE>
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, 1996
SERIES 7
Low Income Housing Apartments

                                                          # of        Mtg Loan
Partnership                   Location                   Units         Balance

Nottingham                    Pisgah, AL                   18     $   595,410 
Cedar Hollow                  Waterloo, NE                 24         769,334 
Sunrise                       Mission, SD                  44       2,051,624 
Mountain City                 Mountain City,TN             40       1,329,830 
Burbank                       Falls City, NE               24         813,111 
Washington                    Bloomfield, NE               24         806,058 
BrookStone                    McCaysville, GA              40       1,220,691 
Tazewell                      New Tazewell,TN              44       1,421,113 
N. Irvine                     Irvine, KY                   24         799,444 
Horton                        Horton, KS                   24         776,324 
Manchester                    Manchester, GA               42       1,226,764 
Waynesboro                    Waynesboro, GA               24         685,195 
Lakeland II                   Lakeland, GA                 30         844,942 
Mt. Vernon                    Mt. Vernon, GA               24         754,008 
Meadow Run                    Dawson, GA                   48       1,454,602 
Spring Creek II               Quitman, GA                  24         681,068 
Warm Springs                  Warm Springs, GA             22         683,651 
Blue Ridge                    Blue Ridge, GA               41       1,110,109 
Walnut                        Elk Point, SD                24         831,217 
Pioneer                       Mountain View, AR            48       1,220,274 
Dilley                        Dilley, TX                   28         730,667 
Elsa                          Elsa, TX                     40       1,048,560 
Clinch View                   Gate City, VA                42       1,483,874 
Jamestown                     Jamestown, TN                40       1,238,280 
Leander                       Leander, TX                  36         925,903 
Louisa Sr.                    Louisa, KY                   36       1,212,810 
Orchard Commons               Crab Orchard, KY             12         372,813 
Vardaman                      Vardaman, MS                 24         741,263 
Heritage Park                 Paze, AZ                     32       1,257,537 
BrooksHollow                  Jasper, GA                   40       1,203,899 
Cavalry Crossing              Ft. Scott, KS                40       1,434,031 
Carson City                   Carson City, KS              24         800,102 
Matteson                      Capa, KS                     24         773,962 
Pembroke                      Pembroke, KY                 16         521,833 
Robynwood                     Cynthiana, KY                24         798,300 
Atoka                         Atoka, OK                    24         693,353 
Coalgate                      Coalgate, OK                 24         692,224 
Hill Creek                    West Blocton, AL             24         790,395 
Cardinal                      Mountain Home. AR            32         167,579 
                                                                  ----------- 
Total Series 7                                                    $36,962,154 


<PAGE>
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, 1996
SERIES 8
                                                          # of        Mtg Loan
Partnership                                              Units         Balance

Purdy                         Purdy, MO                    16     $   466,980 
Galena                        Galena, KS                   24         617,434 
Antlers 2                     Antlers, OK                  24         654,987 
Holdenville                   Holdenville, OK              24         742,784 
Wetumka                       Wetumka, OK                  24         677,182 
Mariners Cove                 Marine City, MI              32       1,050,869 
Mariners Cove Sr.             Marine City, MI              24         813,894 
Antlers                       Antlers, OK                  36       1,107,775 
Bentonville                   Bentonville, AR              24         650,688 
Deerpoint                     Elgin, AL                    24         772,887 
Aurora                        Aurora, MO                   28         737,722 
Baxter                        Baxter Springs, KS           16         438,753 
Arbor Gate                    Bridgeport, AL               24         769,760 
Timber Ridge                  Collinsville, AL             24         746,687 
Concordia Sr.                 Concordia, KS                24         696,882 
Mountainburg                  Mountainburg, AR             24         728,637 
Lincoln                       Pierre, SD                   25         898,408 
Fox Ridge                     Russellville, AL             24         754,158 
Meadow View                   Bridgeport, NE               16         600,253 
Sheridan                      Auburn, NE                   16         620,680 
Morningside                   Kenton, OH                   32         987,566 
Grand Isle                    Grand Isle, ME               16         951,364 
Meadowview                    Van Buren, AR                29         800,972 
Taylor                        Taylor, TX                   44       1,270,162 
Brookwood                     Gainesboro, TN               44       1,494,470 
Pleasant Valley               Lynchburg, TN                33       1,115,682 
Reelfoot                      Ridgely, TN                  20         669,863 
River Rest                    Newport, TN                  34       1,163,551 
Kirskville                    Kirksville, MO               24         692,233 
Cimmaron                      Arco, ID                     24         846,651 
Kenton                        Kenton, OH                   46       1,448,429 
Lovingston                    Lovingston, VA               64       2,272,590 
Pontotoc                      Pontotoc, MS                 36       1,116,929 
So. Brenchley                 Rexburg, ID                  30       1,254,085 
Hustonville                   Hustonville, KY              16         535,397 
Northpoint                    Jackson, KY                  24         910,345 
Brooks Field                  Louisville, GA               32         968,431 
Brooks Lane                   Clayton, GA                  36       1,116,405 
Brooks Point                  Dahlonega, GA                41       1,383,834 
Brooks Run                    Jasper, GA                   24         768,257 
Logan Heights                 Russellville, KY             24         794,454 
Lakeshore 2                   Tuskegee, AL                 36       1,164,716 
Cottondale                    Cottondale, FL               25         771,500 
                                                                  ----------- 
Total Series 8                                                    $39,045,306 
<PAGE>
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, 1996
SERIES 9

                                                          # of        Mtg Loan
Partnership                                              Units         Balance

Jay                           Jay, OK                      24     $   662,734 
Boxwood                       Lexington, TX                24         636,342 
Stilwell 3                    Stilwell, OK                 16         477,680 
Arbor Trace                   Lake Park, GA                24         752,633 
Arbor Trace 2                 Lake Park, GA                42       1,478,998 
Omega                         Omega, GA                    36       1,149,550 
Cornell 2                     Watertown, SD                24         936,928 
Elm Creek                     Pierre, SD                   24         969,011 
Marionville                   Marionville, MO              20         575,291 
Lamar                         Lamar, AR                    24         728,959 
Mt. Glen                      Heppner, OR                  24         842,662 
Centreville                   Centreville, AL              24         800,483 
Skyview                       Troy, AL                     36       1,150,474 
Sycamore                      Coffeyville, KS              40       1,434,942 
Bradford                      Cumberland, KY               24         802,184 
Cedar Lane                    London, KY                   24         757,335 
Stanton                       Stanton, KY                  24         816,176 
Abernathy                     Abernathy, TX                24         640,078 
Pembroke                      Pembroke, KY                 24         810,061 
Meadowview                    Greenville, AL               24         671,761 
Town Branch                   Mt. Vernon, KY               24         788,223 
Fox Run                       Ragland, AL                  24         791,263 
Maple Street                  Emporium, PA                 32       1,382,590 
Manchester                    Manchester, GA               18         598,803 
                                                                  ----------- 
Total Series 9                                                    $20,655,161 


<PAGE>
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, 1996

SERIES 10

                                                          # of        Mtg Loan
Partnership                                              Units         Balance

Redstone                      Challis, ID                  24     $   861,430 
Albany                        Albany, KY                   24         796,257 
Oak Terrace                   Bonifay, FL                  18         553,294 
Wellshill                     West Liberty, KY             32       1,096,961 
Applegate                     Florence, AL                 36       1,118,915 
Heatherwood                   Alexander City, AL           36         953,607 
Peachtree                     Gaffney, SC                  28       1,018,894 
Donna                         Donna, TX                    50       1,452,231 
Wellsville                    Wellsville, NY               24       1,087,920 
Tecumseh                      Tecumseh, NE                 24         878,728 
Clay City                     Clay City, KY                24         824,720 
Irvine West                   Irvine, KY                   24         820,720 
New Castle                    New Castle, KY               24         818,660 
Stigler                       Stigler, OK                  20         603,756 
Courtyard                     Huron, SD                    21         656,536 
                                                                  ----------- 
Total Series 10                                                   $13,542,629 
<PAGE>
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, 1996

SERIES 11

                                                          # of        Mtg Loan
Partnership                                              Units         Balance

Homestead                     Pinetop, AZ                  32     $ 1,303,725 
Mountain Oak                  Collinsville, AL             24         700,117 
Eloy                          Eloy, AZ                     24         653,315 
Gila Bend                     Gila Bend, AZ                36         981,114 
Creekstone                    Dallas, GA                   40       1,143,574 
Tifton                        Tifton, GA                   36       1,028,303 
Cass Towne                    Cartersville, GA             10         195,417 
Warsaw                        Warsaw, VA                   56       2,708,203 
Royston                       Royston, GA                  25         754,812 
Red Bud                       Mokane, MO                    8         241,964 
Cardinal                      Mountain Home, AR            32         109,328 
Parsons                       Parsons, KS                  38       1,105,359 
                                                                  ----------- 
Total Series 11                                                   $10,925,231 
<PAGE>
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, 1996
                                                                         Net
SERIES 7                            Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition

Nottingham                       $   21,070     $   695,113     $       194 
Cedar Hollow                         25,000         889,355           3,823 
Sunrise                              30,000         837,000       1,640,527 
Mountain City                        67,000       1,345,826         185,280 
Burbank                              25,000         595,780         355,791 
Washington                           30,000         401,435         530,778 
BrookStone                           45,000         176,183       1,236,013 
Tazewell                             75,000         834,811         792,502 
N. Irvine                            27,600         696,407         294,400 
Horton                               15,615         641,460         275,465 
Manchester                           40,000         243,179       1,189,886 
Waynesboro                           45,310         107,860         662,681 
Lakeland II                          30,000         149,453         830,194 
Mt. Vernon                           19,500         156,335         724,691 
Meadow Run                           20,000         241,802       1,483,831 
Spring Creek II                      40,000         117,323         651,152 
Warm Springs                         45,000         196,691         579,067 
Blue Ridge                                0*        234,193       1,100,420 
Walnut                               20,000         112,079         862,016 
Pioneer                              30,000       1,092,918         198,138 
Dilley                               30,000         847,755          11,296 
Elsa                                 40,000       1,286,910          12,494 
Clinch View                          99,000         409,447       1,268,705 
Jamestown                            53,800         436,875       1,007,289 
Leander                              46,000       1,063,200           4,570 
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         103,088 
BrooksHollow                         67,155         183,029       1,184,948 
Cavalry Crossing                     82,300         894,246         768,367 
Carson City                          86,422         354,778         515,811 
Matteson                             28,438         556,314         347,546 
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         304,625 
Cardinal                             24,207         650,852         102,207 
                                 ----------     -----------     ----------- 

Total Series 7                   $1,666,043     $21,441,174     $22,060,773 

* Land was donated to the Blue Ridge Elderly Partnership.
<PAGE>
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, 1996
                                                                         Net
SERIES 8                            Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition

Purdy                            $   64,823     $   493,596     $     2,376 
Galena                               19,200         362,505         362,952 
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           7,478 
Mariners Cove Sr.                    72,252         901,745          10,272 
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           1,835 
Baxter                               13,800         418,296          91,651 
Arbor Gate                           43,218         873,748             391 
Timber Ridge                         15,145         879,334             194 
Concordia Sr.                        65,000         776,131         (14,742)
Mountainburg                         20,000         863,990               0 
Lincoln                             121,000         933,872          17,977 
Fox Ridge                            35,000         867,785               1 
Meadow View                          29,000         686,959           1,161 
Sheridan                             20,100         373,018         349,228 
Morningside                          31,163       1,152,691               0 
Grand Isle                           20,000       1,180,210               0 
Meadowview                           40,000         954,717               0 
Taylor                              105,335       1,185,923         239,510 
Brookwood                            28,148       1,780,090           1,033 
Pleasant Valley                      56,269       1,288,452           1,507 
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         448,596 
Kenton                               61,699         785,703         914,332 
Lovingston                          178,985       2,215,782         326,079 
Pontotoc                             40,500         312,296         973,317 
So. Brenchley                        99,658         492,781         956,234 
Hustonville                          20,000         672,270             869 
Northpoint                          140,000         942,599               0 
Brooks Field                         45,762         113,295       1,012,766 
Brooks Lane                          57,500         123,401       1,164,960 
Brooks Point                        108,000         135,053       1,410,767 
Brooks Run                           50,000         158,025         715,789 
Logan Heights                        24,600         422,778         504,352 
Lakeshore 2                          45,000         273,501       1,096,061 
Cottondale                           36,000         911,975             344 
                                 ----------     -----------     ----------- 

Total Series 8                   $2,280,425     $32,092,541     $12,781,749 
<PAGE>
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, 1996
                                                                         Net
SERIES 9                            Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & 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       1,345,225 
Omega                                35,000         188,863       1,183,441 
Cornell 2                            29,155         576,296         528,552 
Elm Creek                            71,360         233,390         850,398 
Marionville                          24,900         409,497         261,031 
Lamar                                18,000         202,240         684,085 
Mt. Glen                             23,500         480,064         553,147 
Centreville                          36,000         220,952         715,929 
Skyview                             120,000         220,161       1,053,518 
Sycamore                             64,408         415,748       1,278,156 
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             971 
Town Branch                          21,000         942,114          21,296 
Fox Run                              47,467         919,296               0 
Maple Street                         85,000       1,178,856         433,863 
Manchester                           24,100         711,035               0 
                                 ----------     -----------     ----------- 

Total Series 9                   $1,106,834     $13,140,244     $11,474,449 

<PAGE>
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, 1996
                                                                         Net
SERIES 10                           Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition

Redstone                         $   24,000     $   747,591      $  322,425 
Albany                               39,500         990,162               0 
Oak Terrace                          27,200         633,284           1,179 
Wellshill                            75,000       1,270,844               0 
Applegate                           125,000       1,467,675         241,236 
Heatherwood                          55,000       1,551,679             699 
Peachtree                            25,000       1,021,466               0 
Donna                               112,000       1,661,889           2,633 
Wellsville                           38,000       1,286,389           8,224 
Tecumseh                             20,000       1,038,151           1,275 
Clay City                            22,750         998,334               0 
Irvine West                          25,000       1,060,585             753 
New Castle                           40,575         971,520           6,955 
Stigler                              24,000         730,056               0 
Courtyard                            12,000         465,936         285,242 
                                 ----------     -----------       --------- 

Total Series 10                  $  665,025     $15,895,561       $ 870,621 
<PAGE>
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, 1996
                                                                         Net
SERIES 11                           Cost At Acquisition Date    Improvements
                                                   Buildings     Capitalized
                                                Improvements   Subsequent to
Partnership                             Land     & Equipment     Acquisition

Homestead                        $  126,000     $ 1,628,502      $        0 
Mountain Oak                         30,000         473,033         376,391 
Eloy                                 12,000         882,913          (2,987)
Gila Bend                            18,000         945,233         311,414 
Creekstone                          130,625         170,655       1,707,324 
Tifton                               17,600         192,853       1,463,998 
Cass Towne                           22,690         301,458             172 
Warsaw                              146,800       3,200,738           5,342 
Royston                              36,000         785,602         111,218 
Red Bud                               5,500         295,617               0 
Cardinal                             15,793         424,616          66,680 
Parsons                              45,188         953,512         318,471 
                                 ----------     -----------      ---------- 

Total Series 11                  $  606,196     $10,254,732      $4,358,023 
<PAGE>
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, 1996
                                            Gross Amount At Which Carried At
SERIES 7                                                   December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total

Nottingham                       $   21,070     $   695,307     $   716,377 
Cedar Hollow                         26,500         891,678         918,178 
Sunrise                              30,000       2,477,527       2,507,527 
Mountain City                        67,000       1,531,106       1,598,106 
Burbank                              37,000         939,571         976,571 
Washington                           52,733         909,480         962,213 
BrookStone                           45,000       1,412,196       1,457,196 
Tazewell                             75,000       1,627,313       1,702,313 
N. Irvine                            27,600         990,807       1,018,407 
Horton                               15,615         916,925         932,540 
Manchester                           49,455       1,423,610       1,473,065 
Waynesboro                           34,500         781,351         815,851 
Lakeland II                          29,600         980,047       1,009,647 
Mt. Vernon                           19,500         881,026         900,526 
Meadow Run                           40,000       1,705,633       1,745,633 
Spring Creek II                      30,000         778,475         808,475 
Warm Springs                         20,000         800,758         820,758 
Blue Ridge                                0       1,334,613       1,334,613 
Walnut                               62,700         931,395         994,095 
Pioneer                              30,000       1,291,056       1,321,056 
Dilley                               30,000         859,051         889,051 
Elsa                                 40,000       1,299,404       1,339,404 
Clinch View                          99,000       1,678,152       1,777,152 
Jamestown                            53,800       1,444,164       1,497,964 
Leander                              46,000       1,067,770       1,113,770 
Louisa Sr.                           90,000       1,414,659       1,504,659 
Orchard Commons                      28,789         450,872         479,661 
Vardaman                             23,609         882,085         905,694 
Heritage Park                       199,000       1,346,788       1,545,788 
BrooksHollow                         67,000       1,368,132       1,435,132 
Cavalry Crossing                     84,118       1,660,795       1,744,913 
Carson City                          40,028         916,983         957,011 
Matteson                             39,000         893,298         932,298 
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         926,916         956,253 
Cardinal                             24,207         753,059         777,266 
                                 ----------     -----------     ----------- 

Total Series 7                   $1,702,661     $43,465,329     $45,167,990 


<PAGE>
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, 1996

SERIES 8                                    Gross Amount At Which Carried At
                                                           December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total

Purdy                            $   65,351     $   495,444     $   560,795 
Galena                               82,599         662,058         744,657 
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       1,136,988       1,259,644 
Mariners Cove Sr.                    78,918         905,351         984,269 
Antlers                              50,529       1,270,510       1,321,039 
Bentonville                          15,220         743,269         758,489 
Deerpoint                            19,500         912,974         932,474 
Aurora                              164,350         718,306         882,656 
Baxter                               41,308         482,439         523,747 
Arbor Gate                           43,218         874,139         917,357 
Timber Ridge                         15,145         879,528         894,673 
Concordia Sr.                        65,000         761,389         826,389 
Mountainburg                         20,000         863,990         883,990 
Lincoln                             122,444         950,405       1,072,849 
Fox Ridge                            35,000         867,786         902,786 
Meadow View                          29,000         688,120         717,120 
Sheridan                             32,300         710,046         742,346 
Morningside                          31,163       1,152,691       1,183,854 
Grand Isle                           20,000       1,180,210       1,200,210 
Meadowview                           40,000         954,717         994,717 
Taylor                              105,335       1,425,433       1,530,768 
Brookwood                            28,148       1,781,123       1,809,271 
Pleasant Valley                      56,269       1,289,959       1,346,228 
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       1,072,559       1,078,559 
Kenton                               61,699       1,700,035       1,761,734 
Lovingston                          194,772       2,526,074       2,720,846 
Pontotoc                             40,500       1,285,613       1,326,113 
So. Brenchley                        99,658       1,449,015       1,548,673 
Hustonville                          20,000         673,139         693,139 
Northpoint                          140,000         942,599       1,082,599 
Brooks Field                         45,761       1,126,062       1,171,823 
Brooks Lane                          57,500       1,288,361       1,345,861 
Brooks Point                        108,000       1,545,820       1,653,820 
Brooks Run                           50,366         873,448         923,814 
Logan Heights                        24,600         927,130         951,730 
Lakeshore 2                          45,000       1,369,562       1,414,562 
Cottondale                           36,000         912,319         948,319 
                                 ----------     -----------     ----------- 
 
Total Series 8                   $2,390,175     $44,764,540     $47,154,715 
<PAGE>
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, 1996

SERIES 9                                    Gross Amount At Which Carried At
                                                           December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & 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       1,706,435       1,806,435 
Omega                                35,000       1,372,304       1,407,304 
Cornell 2                            86,281       1,047,722       1,134,003 
Elm Creek                           125,045       1,030,103       1,155,148 
Marionville                          88,439         606,989         695,428 
Lamar                                18,000         886,325         904,325 
Mt. Glen                             23,500       1,033,211       1,056,711 
Centreville                          36,000         936,881         972,881 
Skyview                             120,000       1,273,679       1,393,679 
Sycamore                             64,600       1,693,712       1,758,312 
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       1,087,322       1,133,592 
Town Branch                          21,000         963,410         984,410 
Fox Run                              47,467         919,296         966,763 
Maple Street                         85,000       1,612,719       1,697,719 
Manchester                           27,200         707,935         735,135 
                                 ----------     -----------     ----------- 

Total Series 9                   $1,273,909     $24,447,618     $25,721,527 
<PAGE>
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, 1996

SERIES 10                                   Gross Amount At Which Carried At
                                                           December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total

Redstone                           $  7,600     $ 1,086,416     $ 1,094,016 
Albany                               39,500         990,162       1,029,662 
Oak Terrace                          27,200         634,463         661,663 
Wellshill                            75,000       1,270,844       1,345,844 
Applegate                           125,000       1,708,911       1,833,911 
Heatherwood                          55,000       1,552,378       1,607,378 
Peachtree                            25,000       1,021,466       1,046,466 
Donna                               112,000       1,664,522       1,776,522 
Wellsville                           38,000       1,294,613       1,332,613 
Tecumseh                             20,000       1,039,426       1,059,426 
Clay City                            22,750         998,334       1,021,084 
Irvine West                          25,000       1,061,338       1,086,338 
New Castle                           40,575         978,475       1,019,050 
Stigler                              24,000         730,056         754,056 
Courtyard                            69,572         693,606         763,178 
                                   --------     -----------     ----------- 

Total Series 10                    $706,197     $16,725,010     $17,431,207 
<PAGE>
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, 1996

SERIES 11                                   Gross Amount At Which Carried At
                                                           December 31, 1996
                                                  Buildings,
                                                Improvements
Partnership                             Land     & Equipment           Total

Homestead                          $126,000     $ 1,628,502     $ 1,754,502 
Mountain Oak                         30,000         849,424         879,424 
Eloy                                 12,000         879,926         891,926 
Gila Bend                            18,000       1,256,647       1,274,647 
Creekstone                          130,650       1,877,954       2,008,604 
Tifton                               17,600       1,656,851       1,674,451 
Cass Towne                           22,690         301,630         324,320 
Warsaw                              146,800       3,206,080       3,352,880 
Royston                              36,000         896,820         932,820 
Red Bud                               5,500         295,617         301,117 
Cardinal                             15,793         491,296         507,089 
Parsons                              38,437       1,278,734       1,317,171 
                                   --------     -----------     ----------- 

Total Series 11                    $599,470     $14,619,481     $15,218,951 
<PAGE>
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, 1996

SERIES 7
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Nottingham                       $   86,572                         5.0-40.0
Cedar Hollow                        102,059                         7.0-40.0
Sunrise                             338,019                         5.0-27.5
Mountain City                       263,620                         7.0-27.5
Burbank                             143,032                         5.0-30.0
Washington                          154,797                         5.0-30.0
BrookStone                          160,472                         5.0-27.5
Tazewell                            270,221                         7.0-27.5
N. Irvine                           103,287                         5.0-40.0
Horton                              159,259                         5.0-25.0
Manchester                          156,091                         5.0-25.0
Waynesboro                           88,839                        10.0-30.0
Lakeland II                         122,901                        10.0-30.0
Mt. Vernon                           78,985                         5.0-30.0
Meadow Run                          186,290                         7.0-27.5
Spring Creek II                      88,187                        10.0-30.0
Warm Springs                        105,833                         5.0-40.0
Blue Ridge                          170,579                         5.0-25.0
Walnut                              119,671                         5.0-40.0
Pioneer                             165,778                        12.0-40.0
Dilley                               74,905                         5.0-50.0
Elsa                                144,249                         7.0-50.0
Clinch View                         264,368                         7.0-27.5
Jamestown                           222,694                         7.0-27.5
Leander                             176,789                         7.0-30.0
Louisa Sr.                          171,031                         5.0-40.0
Orchard Commons                      63,870                         5.0-40.0
Vardaman                             84,918                         5.0-40.0
Heritage Park                       238,215                         7.0-27.5
BrooksHollow                        143,021                         5.0-27.5
Cavalry Crossing                    173,608                        12.0-40.0
Carson City                         145,120                         7.0-27.5
Matteson                            149,579                         7.0-27.5
Pembroke                             73,798                         5.0-40.0
Robynwood                           112,727                         5.0-40.0
Atoka                               132,749                         5.0-25.0
Coalgate                            138,002                         5.0-25.0
Hill Creek                           95,528                         7.0-27.5
Cardinal                             42,396                         7.0-27.5
                                 ---------- 

Total Series 7                   $5,712,059 


<PAGE>
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, 1996

SERIES 8
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Purdy                            $  113,843                         7.0-27.5
Galena                              129,637                         7.0-27.5
Antlers 2                           123,801                         5.0-25.0
Holdenville                         125,184                         5.0-25.0
Wetumka                             115,844                         5.0-25.0
Mariners Cove                       170,167                         7.0-27.5
Mariners Cove Sr.                   132,839                         7.0-27.5
Antlers                             172,465                        10.0-25.0
Bentonville                         133,857                         5.0-25.0
Deerpoint                            87,552                         5.0-50.0
Aurora                              141,436                         7.0-27.5
Baxter                               73,377                         7.0-27.5
Arbor Gate                           79,371                         5.0-40.0
Timber Ridge                         82,457                         5.0-40.0
Concordia Sr.                       104,462                         5.0-25.0
Mountainburg                        122,687                         5.0-25.0
Lincoln                             125,230                         7.0-27.5
Fox Ridge                            74,590                         5.0-50.0
Meadow View                          93,573                         5.0-30.0
Sheridan                             66,556                         5.0-50.0
Morningside                         133,638                         5.0-33.0
Grand Isle                          214,685                         7.0-27.5
Meadowview                          133,660                         5.0-25.0
Taylor                               88,591                         5.0-50.0
Brookwood                           111,691                         5.0-50.0
Pleasant Valley                      88,544                         5.0-50.0
Reelfoot                             75,461                         7.0-27.5
River Rest                           69,367                         7.0-50.0
Kirskville                           82,134                         5.0-27.5
Cimmaron                            113,015                         7.0-27.5
Kenton                              146,718                         5.0-33.0
Lovingston                          339,341                         7.0-27.5
Pontotoc                             73,232                         5.0-40.0
So. Brenchley                       169,310                         7.0-27.5
Hustonville                          58,436                         5.0-40.0
Northpoint                           88,079                         5.0-40.0
Brooks Field                         75,040                         5.0-40.0
Brooks Lane                          86,945                         5.0-40.0
Brooks Point                         85,812                         5.0-40.0
Brooks Run                           63,345                         5.0-40.0
Logan Heights                        74,648                         7.0-40.0
Lakeshore 2                          80,039                         5.0-40.0
Cottondale                           69,559                         5.0-27.5
                                 ---------- 

Total Series 8                   $4,790,218 
<PAGE>
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, 1996

SERIES 9
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Jay                              $   87,098                         5.0-25.0
Boxwood                             104,028                         5.0-25.0
Stilwell 3                           67,243                         5.0-25.0
Arbor Trace                          51,233                        10.0-30.0
Arbor Trace 2                       102,244                        10.0-30.0
Omega                               114,364                         5.0-50.0
Cornell 2                           134,312                         5.0-30.0
Elm Creek                           137,147                         5.0-27.5
Marionville                          97,578                         7.0-27.5
Lamar                               107,913                         5.0-25.0
Mt. Glen                            126,632                         7.0-27.5
Centreville                          99,684                         5.0-40.0
Skyview                              79,726                         5.0-40.0
Sycamore                            113,354                        12.0-40.0
Bradford                             71,154                         5.0-40.0
Cedar Lane                          104,566                         5.0-40.0
Stanton                             107,082                         5.0-40.0
Abernathy                            96,701                         5.0-25.0
Pembroke                             75,062                         7.0-40.0
Meadowview                           58,991                         5.0-40.0
Town Branch                          54,324                         7.0-40.0
Fox Run                              78,405                         7.0-27.5
Maple Street                         87,013                         7.0-40.0
Manchester                           56,852                         5.0-27.5
                                 ---------- 

Total Series 9                   $2,212,706 
<PAGE>
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, 1996

SERIES 10
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Redstone                         $  127,185                         7.0-27.5
Albany                              100,935                         5.0-40.0
Oak Terrace                          62,863                         5.0-27.5
Wellshill                            86,381                         5.0-40.0
Applegate                            86,963                         5.0-40.0
Heatherwood                          90,764                         5.0-40.0
Peachtree                            72,267                         5.0-40.0
Donna                                91,034                         7.0-50.0
Wellsville                          144,139                         7.0-27.5
Tecumseh                             56,566                         5.0-50.0
Clay City                            77,008                         5.0-40.0
Irvine West                          71,532                         5.0-40.0
New Castle                           61,232                         5.0-40.0
Stigler                              45,883                         5.0-25.0
Courtyard                            55,589                         5.0-40.0
                                 ---------- 

Total Series 10                  $1,230,341 
<PAGE>
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, 1996

SERIES 11
                                 Accumulated                     Depreciable
Partnership                     Depreciation                            Life

Homestead                          $ 96,604                         5.0-40.0
Mountain Oak                         69,212                         5.0-27.5
Eloy                                 63,027                         5.0-27.5
Gila Bend                            96,026                         5.0-40.0
Creekstone                           82,514                         7.0-27.5
Tifton                               48,489                         5.0-25.0
Cass Towne                           18,865                         7.0-27.5
Warsaw                              155,805                         7.0-27.5
Royston                              30,659                         7.0-40.0
Red Bud                              11,394                         7.0-40.0
Cardinal                             27,659                         7.0-27.5
Parsons                              38,671                        12.0-40.0
                                   -------- 

Total Series 11                    $738,925 
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III


Series 7
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                              $ 45,037,606 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                           130,384 
       Other                                              0 
                                                  ----------
                                                                    130,384 
 
   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                  ----------
                                                                          0 
                                                               -------------
Balance at end of period -
December 31, 1996                                              $ 45,167,990 
                                                               =============



Reconciliation of Accumulated Depreciation current year
changes


Balance at beginning of period -
December 31, 1995                                              $  4,103,029 
       Current year expense                                       1,607,986 
       Less Accumulated Depreciation
        of real estate sold                                               0 
       Prior year adjustments                                         1,044 
                                                               -------------

Balance at end of period - December 31, 1996                   $  5,712,059 
                                                               =============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III


Series 8
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                              $ 47,117,781 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            36,934 
       Other                                              0 
                                                  ----------
                                                                     36,934 
 
   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                  ----------
                                                                          0 
                                                               -------------
Balance at end of period -
December 31, 1996                                              $ 47,154,715 
                                                               =============



Reconciliation of Accumulated Depreciation current year
changes


Balance at beginning of period -
December 31, 1995                                              $  3,146,594 
       Current year expense                                       1,643,624 
       Less Accumulated Depreciation
        of real estate sold                                               0 
                                                               -------------

Balance at end of period - December 31, 1996                   $  4,790,218 
                                                               =============


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


Series 9
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                              $ 25,705,123 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            16,404 
       Other                                              0 
                                                  ----------
                                                                     16,404 

   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                  ----------
                                                                          0 
                                                               -------------
Balance at end of period -
December 31, 1996                                              $ 25,721,527 
                                                               =============



Reconciliation of Accumulated Depreciation current year
changes


Balance at beginning of period -
December 31, 1995                                              $  1,301,928 
       Current year expense                                         910,778 
       Less Accumulated Depreciation
        of real estate sold                                               0 
                                                               -------------

Balance at end of period - December 31, 1996                   $  2,212,706 
                                                               =============
                                                                            
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III


Series 10
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                              $ 17,406,946 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                            24,261 
       Other                                              0 
                                                  ----------
                                                                     24,261 
 
   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                  ----------                
                                                                          0 
                                                               -------------
Balance at end of period -
December 31, 1996                                              $ 17,431,207 
                                                               =============



Reconciliation of Accumulated Depreciation current year
changes


Balance at beginning of period -
December 31, 1995                                              $    719,972 
       Current year expense                                         510,369 
       Less Accumulated Depreciation
        of real estate sold                                               0 
                                                               -------------

Balance at end of period - December 31, 1996                   $  1,230,341 
                                                               =============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III


Series 11
Reconciliation of Land, Building & Improvements current year
changes:

Balance at beginning of period -
December 31, 1995                                              $ 14,701,073 
   Additions during period:
       Acquisitions through foreclosure                   0 
       Other acquisitions                                 0 
       Improvements, etc.                           517,878 
       Other                                              0 
                                                  ----------
                                                                    517,878 
 
   Deductions during period:
       Cost of real estate sold                           0 
       Other                                              0 
                                                 -----------
                                                                          0 
                                                               -------------
Balance at end of period -
December 31, 1996                                              $ 15,218,951 
                                                               =============



Reconciliation of Accumulated Depreciation current year
changes


Balance at beginning of period -
December 31, 1995                                              $    205,821 
       Current year expense                                         532,452 
       Less Accumulated Depreciation
        of real estate sold                                               0 
       Prior year adjustments                                           652 
                                                               -------------

Balance at end of period - December 31, 1996                   $    738,925 
                                                               =============
<PAGE>

                                            SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.


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





Date:  June 25, 1997                      By:/s/ Ronald M. Diner 
                                          Ronald M. Diner
                                          President



Date:  June 25, 1997                      By:/s/ Sandra L. Furey  
                                          Sandra L. Furey
                                          Secretary and Treasurer
<PAGE>
                                            SIGNATURES


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


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




Date:  June 25, 1997                      By:/s/ Ronald M. Diner 
                                          Ronald M. Diner
                                          President



Date:  June 25, 1997                      By:/s/ Sandra L. Furey  
                                          Sandra L. Furey
                                          Secretary and Treasurer



Date:  June 25, 1997                      By:/s/ Alan L. Weiner  
                                          Alan L. Weiner 
                                          Sr. Vice President
                                          and Director


<PAGE>